Item
1. Business.
Introduction
We
are a blank check company incorporated on March 17, 2021 as a Cayman Islands exempted company and formed for the purpose of effecting
a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses or entities.
On
May 26, 2021, our Sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of
7,187,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). The per share price of the Founder Shares was
determined by dividing the amount contributed to us by the number of Founder Shares issued. On September 20, 2021, our Sponsor surrendered
an aggregate of 1,437,500 Founder Shares to the Company’s capital for no consideration, resulting in the Sponsor holding an aggregate
of 5,750,000 Founder Shares. On December 3, 2021, our Sponsor agreed to transfer to Nomura Securities International, Inc. (“Nomura”)
an aggregate of 431,250 Founder Shares at the Sponsor’s original purchase price. On December 8, 2021, we effected a share capitalization
pursuant to which we issued an additional 575,000 Founder Shares to our Sponsor and we also agreed to transfer to Nomura an additional
43,125 Founder Shares. As a result, our Sponsor holds 5,850,625 Founder Shares and Nomura holds 474,375 Founder Shares.
On the IPO Closing Date, we consummated our upsized Initial Public
Offering of 22,000,000 units (the “units”). The units consist of one public share and one-half of one warrant (the “public
warrants”). Each public warrant entitles the holder thereof to purchase one of our Class A ordinary shares at a price of $11.50
per share, subject to adjustment, and only whole warrants are exercisable. On December 21, 2021, we issued an additional 3,300,000 units
in connection with the closing of the underwriters’ full exercise of their over-allotment option (the “Over-Allotment Option”).
The units were sold at a price of $10.00 per unit, generating aggregate gross proceeds to us from the Initial Public Offering and the
Over-Allotment Option of approximately $253 million.
On
the IPO Closing Date, we completed the private sale of 8,050,000 private placement warrants (the “private placement warrants”,
and, together with the public warrants, the “warrants”) at a purchase price of $1.00 per private placement warrant to our
Sponsor. Each private placement warrant entitles the holder to purchase one of our Class A ordinary shares at $11.50 per share. The private
placement warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions,
be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination. On December 21,
2021, we issued an additional 825,000 private placement warrants to our Sponsor in connection with the closing of the Over-Allotment
Option. In total, the sales of the private placement warrants in connection with our Initial Public Offering and the Over-Allotment Option
generated aggregate gross proceeds to us of approximately $8.8 million.
The
warrants will become exercisable 30 days after the completion of our initial business combination; provided that we have an effective
registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering the issuance of the Class
A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered,
qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders
to exercise their public warrants on a cashless basis under the circumstances specified in the warrant agreements), and will expire five
years after the completion of our initial business combination or earlier upon redemption or liquidation.
Approximately $253 million of the net proceeds from our Initial Public
Offering, the Over-Allotment Option and the sale of the private placement warrants in connection with our Initial Public Offering and
the Over-Allotment Option was deposited in a trust account established for the benefit of our public shareholders (the “Trust Account”).
The approximately $253 million of net proceeds deposited in the Trust Account included approximately $13.9 million of deferred underwriting
discounts and commissions that was to be released to Nomura, as the underwriters of our Initial Public Offering, upon completion of our
initial business combination. On January 26, 2023, Nomura waived its right to receive such $13.9 million of deferred underwriting commissions.
Of the gross proceeds from our Initial Public Offering, the Over-Allotment Option and the sale of the private placement warrants in connection
with our Initial Public Offering and the Over-Allotment Option that were not deposited in the Trust Account, approximately $2.5 million
was used to pay underwriting discounts and commissions in connection with our Initial Public Offering, approximately $0.47 million was used
to repay loans and advances from our Sponsor, and the balance was reserved to pay accrued offering and formation costs, business, legal
and accounting due diligence expenses on prospective acquisitions and continuing general and administrative expenses.
The
Founder Shares that we issued prior to the IPO Closing Date will automatically convert into Class A ordinary shares at the time of our
initial business combination on a one-for-one basis, subject to adjustment for share sub-division, share dividends, reorganizations,
recapitalizations and the like. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed
issued in excess of the amounts sold in our Initial Public Offering and related to the closing of the initial business combination, the
ratio at which the Founder Shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the
outstanding Founder Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of
Class A ordinary shares issuable upon conversion of all issued and outstanding Founder Shares will equal, in the aggregate, on an as-converted
basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of our Initial Public Offering plus
all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the business combination (excluding
any shares or equity-linked securities issued, or to be issued, to any seller in the business combination).
On
January 31, 2022, we announced that, commencing on January 31, 2022, holders of the units sold in our Initial Public Offering and Over-Allotment
Option may elect to separately trade the public shares and public warrants included in the units. The public shares and public warrants
that are separated trade on The Nasdaq Global Market (“Nasdaq”) under the symbols “GGAA” and “GGAAW,”
respectively. Those units not separated will continue to trade on Nasdaq under the symbol “GGAAU.”
Recent Developments
Proposed Business Combination
with Biolog-ID
On August 26, 2022, we entered
into a Business Combination Agreement (the “Biolog-id BCA”) with Biolog-ID, a société anonyme organized under
the laws of France (“Biolog-id”). The BCA had contemplated that we and Biolog-id would engage in a series of transactions
pursuant to which, among other transactions, we would merge with and into Biolog-id, with Biolog-id continuing as the surviving entity.
Biolog-id develops and implements value-chain optimization solutions for high-value, high impact health products using a platform
that creates, collects and integrates data that results in significant operational, commercial and clinical impact. The Biolog-id BCA
and the transactions contemplated thereunder were approved by the respective boards of directors of the Company and Biolog-id.
On December 9, 2022, our
Sponsor made a payment of $2,530,000 to the Trust Account, in order to extend the date by which the Company must complete a business combination
by three months from December 13, 2022 to March 13, 2023. The extension provided additional time for the Company and Biolog-id to consummate
the Biolog-id business combination. The extension was the first of up to two three-month extensions permitted under the Company’s
governing documents.
On
February 22, 2023, we held an extraordinary general meeting of shareholders (the “EGM”), at which our public shareholders
approved a proposal to amend our amended and restated memorandum and articles of association, by way of special resolution, in the form
of the second amended and restated memorandum and articles of association (the “Second A&R Articles”), to extend the date
by which we have to consummate a business combination from March 13, 2023 (which deadline was previously extended from December 13, 2022)
to September 13, 2023 (the “Extension Period”).
In
connection with such proposal, public shareholders elected to redeem 25,198,961 Class A ordinary shares, representing approximately 99.6%
of our issued and outstanding Class A ordinary shares, for a pro rata portion of the funds in the Trust Account. As a result, approximately
$263,325,413.52 (approximately $10.45 per share) was debited from the Trust Account to pay such holders, leaving a balance of approximately
$1.1 million. In addition, the public shareholders also approved a proposal to amend our amended and restated memorandum and articles
of association, by way of special resolution, in the form of the Second A&R Articles, to allow us to delete: (i) the limitation on
share repurchases prior to the consummation of a business combination that would cause our net tangible assets to be less than $5,000,001
following such repurchases; (ii) the limitation that we shall not consummate a business combination if it would cause our net tangible
assets to be less than $5,000,001; and (iii) the limitation that we shall not redeem any public shares that would cause our net tangible
assets to be less than $5,000,001 following such redemptions.
Effective
as of March 6, 2023 and in accordance with Section 7.1(a) of the Biolog-id BCA, we and Biolog-id mutually agreed to terminate the BCA,
pursuant to a termination agreement by and between us and Biolog-id (the “Termination Agreement”). Under the Termination
Agreement, we waived and released all claims, obligations, liabilities and losses against Biolog-id and the Company Non-Party Affiliates
(as defined therein), and Biolog-id waived and released all claims, obligations, liabilities and losses against us and the SPAC Non-Party
Affiliates (as defined in therein), arising or resulting from or relating to, directly or indirectly, the BCA, any other transaction
documents, any of the transactions contemplated by the BCA or any other transaction documents, except for any terms, provisions, rights
or obligations that expressly survive the termination of the BCA or set forth in the Termination Agreement.
Proposed
Business Combination with NextTrip Holdings, Inc.
General
On May 22, 2023, we entered
into an Agreement and Plan of Merger (the “Merger Agreement”) with GGAC Merger Sub, Inc., a Florida corporation and newly
formed wholly-owned subsidiary of the Company (“Merger Sub”), Eyal Perez, solely in his capacity as the representative from
and after the effective time of the Merger (as defined below) (the “Effective Time”) for the shareholders of Genesis (other
than the NextTrip Shareholders (as defined below)) (the “Purchaser Representative”), NextTrip Holdings, Inc., a Florida corporation
(“NextTrip”), and William Kerby, solely in his capacity as the representative from and after the Effective Time for the NextTrip
Shareholders (the “Seller Representative”).
Pursuant to the Merger Agreement,
subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement
(the “Closing”), Merger Sub will merge with and into NextTrip (the “Merger” and, together with the other transactions
contemplated by the Merger Agreement, the “Transactions”), with NextTrip continuing as the surviving corporation in the Merger
and a wholly-owned subsidiary of Genesis. In the Merger, (i) all shares of NextTrip capital stock (together, “NextTrip Stock”)
issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the Merger Consideration (as
defined below); and (ii) each outstanding NextTrip security convertible into NextTrip Stock, if not exercised or converted prior to the
Effective Time, will be cancelled, retired and terminated and cease to represent a right to acquire, be exchanged for or convert into
NextTrip Stock or Merger Consideration (as defined below).
The Merger Agreement also
provides that, prior to the Effective Time, Genesis shall convert out of the Cayman Islands and into the State of Delaware so as to re-domicile
as and become a Delaware corporation (the “Conversion”). At the Closing, Genesis will change its name to “NextTrip,
Inc.”.
Merger Consideration
The aggregate merger consideration
to be paid pursuant to the Merger Agreement to holders of NextTrip Stock as of immediately prior to the Effective Time (the “NextTrip
Shareholders”) will be an amount equal to $150,000,000, subject to adjustments for NextTrip’s closing debt, net of cash (the
“Merger Consideration”). The Merger Consideration to be paid to the NextTrip Shareholders will be paid solely by the delivery
of new shares of GGAA common stock; no cash consideration will be paid.
The Merger Consideration
will be allocated, on a pro rata basis, among the holders of NextTrip’s common stock as of the Closing date, based on the number
of shares of NextTrip common stock owned by such shareholders on such date.
Representations and Warranties
The Merger Agreement contains
a number of representations and warranties by each of GGAA, Merger Sub and NextTrip as of the date of the Merger Agreement and as of the
date of the Closing. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. “Material
Adverse Effect,” as used in the Merger Agreement, means with respect to any specified person, any fact, event, occurrence, change
or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business,
assets, liabilities, results of operations, prospects or condition (financial or otherwise) of such person and its subsidiaries, taken
as a whole, or the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated
by the Merger Agreement or the ancillary documents to which it is a party or bound or to perform its obligations thereunder, in each case
subject to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications contained
in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement, which disclosure
schedules shall not be publicly disclosed. The representations and warranties made by GGAA and NextTrip are customary for transactions
similar to the Transactions.
No Survival
The representations and warranties
of the parties contained in the Merger Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights
for another party’s breach thereof. The covenants and agreements of the parties contained in the Merger Agreement do not survive
the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until
fully performed.
Covenants of the Parties
Each party agreed in the
Merger Agreement to use its commercially reasonable efforts to effect the Closing. The Merger Agreement also contains certain customary
covenants by each of the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination
of the Merger Agreement in accordance with its terms (the “Interim Period”), including with respect to (1) the provision of
access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary course of business;
(3) provision of financial statements by NextTrip; (4) GGAA’s public filings; (5) no insider trading; (6) notifications of certain
breaches, consent requirements or other matters; (7) efforts to consummate the Closing and obtain third party and regulatory approvals;
(8) tax matters; (9) further assurances; (10) public announcements and (11) confidentiality. Each party also agreed during the Interim
Period not to solicit or enter into any inquiry, proposal or offer, or any indication of interest in making an offer or proposal for an
alternative competing transactions, to notify the others as promptly as practicable in writing of the receipt of any inquiries, proposals
or offers, requests for information or requests relating to an alternative competing transaction or any requests for non-public information
relating to such transaction, and to keep the others informed of the status of any such inquiries, proposals, offers or requests for information.
There are also certain customary post-Closing covenants regarding (1) tax matters; (2) maintenance of books and records; (3) indemnification
of directors and officers; and (4) use of trust account proceeds.
The Merger Agreement and
the consummation of the Transactions contemplated thereby requires the approval of both GGAA’s shareholders and NextTrip’s
shareholders. GGAA agreed, as promptly as practicable after the date of the Merger Agreement, to prepare, with reasonable assistance from
NextTrip, and file with the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 (as
may be amended from time to time, the “Registration Statement”) in connection with the registration under the Securities Act
of 1933, as amended (the “Securities Act”), of the issuance of the shares of GGAA common stock to be issued to the NextTrip
Shareholders as Merger Consideration and the registration of the common stock of GGAA upon Conversion, and containing a proxy statement/prospectus
for the purpose of GGAA soliciting proxies from the shareholders of GGAA to approve the Merger Agreement, the Transactions contemplated
thereby and related matters (the “GGAA Shareholder Approval”) at a special meeting of GGAA’s shareholders (the “GGAA
Special Meeting”) and providing such shareholders an opportunity to participate in the redemption by GGAA of its public shareholders
in connection with GGAA’s initial business combination, as required by GGAA’s Organizational Documents and GGAA’s initial
public offering prospectus (the “Redemption”). NextTrip also agreed in the Merger Agreement to call a meeting of its shareholders
and use its reasonable best efforts to solicit from NextTrip Shareholders proxies in favor of the Merger Agreement and the Transactions
and certain related matters (the “NextTrip Shareholder Approval”), and to take all other actions necessary or advisable to
secure such approvals.
The parties also agreed to
take all necessary action, so that effective at the Closing, the entire board of directors of GGAA (the “Post-Closing Board”)
will consist of seven individuals, four of whom shall be independent directors in accordance with Nasdaq requirements. Two of the members
of the Post-Closing Board will be individuals designated by GGAA prior to the Closing and five of the members of the Post-Closing Board
(at least four of whom shall be independent directors) will be designated by NextTrip prior to the Closing. At or prior to Closing, GGAA
will provide each of its director designees with a customary director indemnification agreement, in form and substance reasonably acceptable
to such director. The parties also agreed to take all action necessary, including causing GGAA’s executive officers to resign, so
that the individuals serving as the chief executive officer and chief financial officer, respectively, of GGAA immediately after the Closing
will be the same individuals as that of NextTrip immediately prior to the Closing.
Closing Conditions
The obligations of the parties
to complete the Closing are subject to various conditions, including the following mutual conditions of the parties unless waived:
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receipt of the GGAA Shareholder Approval; |
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receipt of the NextTrip Shareholder Approval; |
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expiration of any applicable waiting period under any antitrust laws; |
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receipt of requisite consents from governmental authorities to consummate the Transactions, and receipt of specified requisite consents from other third parties to consummate the Transactions; |
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the absence of any law or order that would prohibit the consummation of the Merger or other transactions contemplated by the Merger Agreement; |
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the Conversion having been consummated; |
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the members of the Post-Closing Board shall have been elected or appointed as of the Closing; |
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the effectiveness of the Registration Statement; and |
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The shares of GGAA common stock to be issued as Merger Consideration shall have been approved for listing on the Nasdaq, including satisfaction of Nasdaq’s 300 round lot stockholder requirement, subject only to the official notice of issuance, or alternatively if mutually agreed by the Purchaser and the Company, such shares shall have been approved for listing on the NYSE. |
Unless waived by GGAA, the
obligations of GGAA and Merger Sub to consummate the Merger are subject to the satisfaction of additional conditions including the following,
in addition to customary certificates and other closing deliverables:
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the representations and warranties of NextTrip being true and correct as of the date of the Merger Agreement and as of the Closing (subject to Material Adverse Effect); |
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NextTrip having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with on or prior to the date of the Closing; |
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absence of any Material Adverse Effect with respect to NextTrip and its subsidiaries, taken as a whole, since the date of the Merger Agreement which is continuing and uncured; |
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GGAA having received a copy of NextTrip’s charter certified by the Secretary of State of the State of Florida no more than ten business days prior to the Closing date; |
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GGAA having received a Lock-Up Agreement for each NextTrip Shareholder, duly executed by such Shareholder, and each Lock-Up shall be in full force and effect as of the Closing; and |
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GGAA shall have received evidence reasonably acceptable to GGAA that NextTrip shall have converted, terminated, extinguished and cancelled in full any outstanding convertible securities or commitments therefor. |
Unless waived by NextTrip,
the obligations of NextTrip to consummate the Merger are subject to the satisfaction of additional conditions including the following:
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the representations and warranties of GGAA being true and correct as of the date of the Merger Agreement and as of the Closing (subject to Material Adverse Effect); |
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GGAA having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with on or prior to the date of the Closing; |
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absence of any Material Adverse Effect with respect to GGAA and its subsidiaries, taken as a whole, since the date of the Merger Agreement which is continuing and uncured; |
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NextTrip having received a Lock-Up Agreement executed by the Sponsor with respect to the shares held by the Sponsor in a form reasonably satisfactory to NextTrip; and |
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NextTrip having received a copy of a Voting Agreement executed by the Sponsor with respect to the shares held by the Sponsor in a form reasonably satisfactory to NextTrip. |
Termination
The Merger Agreement may
be terminated under certain customary and limited circumstances at any time prior to the Closing, including:
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By mutual written consent of GGAA and NextTrip; |
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by either GGAA or NextTrip if any of the conditions to Closing have not been satisfied or waived by September 29, 2023 (the “Outside Date”), provided that GGAA shall have the right to extend the Outside Date if it obtains an extension of the deadline by which it must complete its business combination (an “Extension”) for an additional period the shortest of (i) three months, (ii) the period ending on the last day for GGAA to consummate a business combination after such Extension and (iii) such period as determined by GGAA; |
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by either GGAA or NextTrip if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Merger Agreement, and such order or other action has become final and non-appealable; |
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by either GGAA or NextTrip of the other party’s uncured breach (subject to certain materiality qualifiers); |
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by GGAA if there has been an event after the signing of the Merger Agreement that has had a Material Adverse Effect on NextTrip and its subsidiaries taken as a whole that is continuing and uncured; |
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by either GGAA or NextTrip if the GGAA Special Meeting is held and the GGAA Shareholder Approval is not received; and |
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by either GGAA or NextTrip if a special meeting of NextTrip shareholders is held and the NextTrip Shareholder Approval is not received. |
If the Merger Agreement is
terminated, all further obligations of the parties under the Merger Agreement will terminate and will be of no further force and effect
(except that certain obligations related to public announcements, confidentiality, fees and expenses, termination, waiver of claims against
the trust, and certain general provisions will continue in effect), and no party will have any further liability to any other party thereto
except for liability for any fraud claims or claims arising out of a willful breach of the Merger Agreement prior to such termination.
Trust Account Waiver
NextTrip
and the Seller Representative agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or
to any monies in GGAA’s trust account held for its public shareholders, and agreed not to, and waived any right to, make any claim
against the trust account (including any distributions therefrom).
Purchaser Representative and Seller Representative
Eyal Perez, is serving as
the Purchaser Representative under the Merger Agreement, and in such capacity will represent the interests of GGAA’s shareholders
after the Closing (other than the NextTrip shareholders) with respect to certain matters under the Merger Agreement. William Kerby is
serving as the Seller Representative under the Merger Agreement, and in such capacity will represent the interests of the NextTrip shareholders
with respect to certain matters under the Merger Agreement, including with respect to the determination of any post-Closing adjustments
to the Merger Consideration.
Governing Law and Arbitration
The Merger Agreement is governed
by Delaware law and, subject to the required arbitration provisions, the parties are subject to exclusive jurisdiction of federal and
state courts located in the State of Delaware (and any appellate courts thereof). Any disputes under the Merger Agreement, other than
claims for injunctive or temporary equitable relief or enforcement of an arbitration award, will be subject to arbitration by the American
Arbitration Association, to be held in New York County, State of New York.
The Merger Agreement contains
representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific
dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective
parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement.
The Merger Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other
factual information about GGAA, NextTrip or any other party to the Merger Agreement. In particular, the representations, warranties, covenants
and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including
being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts), and may be subject to standards of materiality applicable to the contracting parties
that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations,
warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any
party to the Merger Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Merger Agreement
may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties
and other terms may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in GGAA’s
public disclosures.
Related Agreements
Voting Agreement
At
or prior to Closing, the Purchaser shall deliver a copy of a Voting Agreement executed by the Sponsor with respect to the shares held
by the Sponsor, in a form reasonably satisfactory to NextTrip.
Lock-Up Agreement
At or prior to Closing, each
NextTrip Shareholder will enter into a Lock-Up Agreement with GGAA and the Purchaser Representative in the form reasonably acceptable
to the Purchaser Representative and the Seller Representative (each, a “Lock-Up Agreement”), which Lock-Up Agreements will
become effective as of the Closing, provided that the Lock-Up Agreement shall not apply to the shares allocated to satisfy the liquidation
preference held by NextPlay Technologies, Inc., in respect of its interest in NextTrip Group, LLC, a NextTrip Shareholder.
The foregoing description
of the Merger Agreement and the transactions contemplated thereunder does not purport to be complete and is qualified in its entirety
by the terms and conditions of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on
Form 8-K, dated and filed on May 24, 2023.and incorporated herein by reference.
Restatement
of Previously Issued Financial Statements
In
the course of the audit of our financial statements for the year ended December 31, 2022, it was learned that in an inadvertent
error, the Company did not maintain an operating account in its name, but rather used an operating account in the name of an
affiliate of the Sponsor. Accordingly, the previously issued financial statements had a cash line on the balance sheet representing
cash that was thought to be in the Company’s bank account, but rather was in an account in the name of the affiliate of the
Sponsor. As a result, Company’s previously issued financial statements for the year ended December 31, 2021 and the quarters
ended March 31, 2022, June 30, 2022 and September 30, 2022 were incorrect.
The
Company has included restated and corrected financial statements for the period from March 17, 2021 (inception) through December 31, 2021
in “Item 8. Financial Statements.” of this report and in the footnotes thereto has reflected the corrections to the financial
statements for the referenced quarterly periods.
In
addition, as set forth in “Item 9A. Controls and Procedures.” of this report, as a result of the error, the Company concluded
that there are material weaknesses in its control over
financial reporting of the Company’s Cash accounts and Due from related party accounts from a misinterpretation of accounting policies
and a failure to segregate their bank accounts. Accordingly, our internal controls over financial reporting were ineffective as of the
end of each of the first three calendar quarters of 2022 and December 31, 2022. The Company is taking steps to remediate the material
weaknesses, including ensuring that all financial transactions
are executed through accounts in the Company’s name.
Effecting Our Initial Business Combination
On
May 22, 2023, we entered into the Merger Agreement with NextTrip to consummate a proposed business Combination with NextTrip, as described
under “— Proposed Business Combination with NextTrip Holdings, Inc.” If the proposed business combination with NextTrip
is not consummated, we may seek to effectuate a business combination with another target business, as described below.
Our
Company
We
are a blank check company incorporated as a Cayman Islands exempt company on March 17, 2021 and whose business purpose is to effect a
merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
or entities, which we refer to throughout this Annual Report as our initial business combination.
Although
we may pursue an initial business combination in any industry or geographic region, we intend to focus our efforts on identifying attractively
positioned technology companies operating primarily within the Consumer Internet industry with a substantial portion of its activities
in Europe, Israel, the United Arab Emirates or the United States. We believe that our management team’s decades of experience operating,
acquiring and investing in technology companies coupled with its deep global network, including direct relationships with the founders,
executives and investors of many leading high-growth Consumer Internet companies, provide us with unique sourcing and targeting capabilities
as we pursue a broad range of opportunities across these focus sectors and geographies.
We
expect to favor potential target companies with specific industry and business characteristics where we can offer advice on strategic
direction, M&A strategy, access to debt and equity capital markets and potential improvements in governance and enhancements to operations.
Key target industry characteristics include compelling long-term growth prospects, large and expanding addressable markets, high barriers
to entry, consolidation opportunities and favorable, long-term market trends. Key business characteristics may include high-growth or
steady, long-term revenue growth, an attractive competitive position, unique products or services and potential for margin expansion
and long-term free cash flow. Our objective is to consummate our initial business combination with such a business and enhance shareholder
value by working closely with potential target companies on operational and strategic initiatives.
We will seek to capitalize
on the key secular industry and geographical themes that are present across the technology company landscape and within the Consumer Internet
industry specifically. According to Cisco, the number of internet users globally is projected to grow from $4.7 billion in 2021 to $5.3
billion in 2023, representing a CAGR of 6.2% and a 65%+ global internet penetration rate. Furthermore, COVID-19 lockdowns and mobility
restrictions worldwide drove record gains in internet penetration, pointing to the resiliency and long-term growth prospects of the Consumer
Internet industry. We expect companies in this industry to continue to benefit from these permanent changes in consumer purchasing habits
and the global acceleration of consumers’ time spent online, and will lead to an abundance of target business combination opportunities.
We
believe there are many potential target companies within our focus industries and geographies that are both attractive merger candidates
and positioned to deliver substantial value to shareholders in the public markets. We believe many companies in the Consumer Internet
industry could benefit from access to the public markets but have been inhibited by several factors, including the time it takes to conduct
a traditional initial public offering, market volatility and pricing uncertainty.
Management,
Our Sponsor and Board of Directors
Our
management team is led by Michael Lahyani, a member and Co-Executive Chairman of our Board of Directors, our Chief Strategy Officer and
our President and Eyal Perez, a member and Chairman of our Board of Directors, our Chief Executive Officer and Chief Financial Officer.
Michael
Lahyani has been a member and Co-Executive Chairman of our Board of Directors, our Chief Strategy Officer and our President since
March 2021, and is the founder and Chief Executive Officer of Property Finder, the first and leading digital real estate and classifieds
portal in MENA. Mr. Lahyani also serves as the Chairman of the Board of Directors of Dubicars.com and as a member of the Board of Directors
of Hosco.com, Zingat.com and Foxstone.ch, all of which operate in the Consumer Internet industry. Mr. Lahyani began his career at PricewaterhouseCoopers
in Geneva, Switzerland in 2002. In 2005, Mr. Lahyani founded Property Finder in Dubai and competed against major newspaper Gulf News,
which maintained a dominant position within the real estate classifieds space in the region. In 2007, Mr. Lahyani sold a 51% interest
in Property Finder to the ASX-listed REA Group, after which he remained CEO and pivoted the business model towards online channels, creating
the first digital real estate marketplace in the MENA region. In 2009, during the Global Financial Crisis, Mr. Lahyani bought out REA
Group’s interest in Property Finder and became the sole owner of Property Finder. He eventually led the company to become the number
one destination for real estate listings, overtaking Gulf News and well-funded online competitor Dubizzle, which is backed by Euronext-listed
Naspers Ltd, a global internet and entertainment group. Mr. Lahyani then helped drive Property Finder’s expansion into Qatar, Bahrain,
Egypt, Saudi Arabia and Turkey through organic and inorganic channels. Mr. Lahyani closed a total of five strategic acquisitions, securing
the number one position in four of the six markets in which Property Finder operates. In 2019, Mr. Lahyani raised $120 million for Property
Finder from General Atlantic at an enterprise valuation of nearly $500 million and is on track to continue growing revenues greater than
30% annually. Property Finder today is EBITDA positive and employs over 450 professionals, including former senior executives from Facebook,
Google, Pepsi, P&G and McKinsey & Company. Property Finder has been named Arabian Business Start-Up ’SME of the Year’,
SME ‘Online Business of the Year’, the winner of the Frost & Sullivan Middle East Customer Value award and winner/placing
in ‘Dubai SME 100’. Mr. Lahyani is also a limited partner in General Atlantic, Sprints Capital and BECO Capital, giving him
unique access to their portfolio companies and Founders. Additionally, Mr. Lahyani invests in startup technology companies directly or
through Merro, an investment vehicle he co-founded with two partners that invests in online marketplace businesses globally. Mr. Lahyani
co-invested alongside General Atlantic when they acquired Hemnet, a proptech company that recently conducted an IPO on the Nasdaq Stockholm
stock exchange, and, more recently, Fresha, a well-funded beauty and wellness booking platform and marketplace. Mr. Lahyani was also
an early investor in Quinto Andar, a leading rental platform in Brazil recently valued at $4 billion, and Kitopi, a managed cloud kitchen
platform in the United Arab Emirates that raised $400 million in July 2021. Mr. Lahyani is a regular speaker at the Harvard Business
Conference and the first Endeavor Entrepreneur of the UAE Chapter, a non-profit organization that supports entrepreneurship. He was awarded
Middle East CEO of the year in 2016 by CEO Magazine. Mr. Lahyani holds a Bachelor and Master in Business Administration in Finance from
HEC Lausanne.
Eyal
Perez has been a member and Chairman of our Board of Directors, our Chief Executive Officer and our Chief Financial Officer since
March 2021, and is currently the Principal and Founder of Genesis Advisors. Mr. Perez began his career at Bedrock Advisors as a research
analyst and portfolio manager running investment portfolios in excess of $3 billion across multiple asset classes. He rose to the level
of Executive Vice President and founded Bedrock Group’s asset management arm while driving and overseeing significant growth across
the firm’s alternative asset management activities. In this capacity, he oversaw several significant technology-focused pre-IPO
investments, including Snapchat (IPO in March 2017), Dropbox (IPO in March 2018), Hortonworks (IPO in December 2014; merger with Cloudera
in January 2019) and later-stage investments, including Adyen (IPO in June 2018) and Slack (IPO in June 2019, acquisition by Salesforce
in July 2021). After Bedrock Advisors, Mr. Perez founded Genesis Advisors, a hedge fund advisory and seeding firm focusing on special
situation investing, alternative asset management and growth equity. At Genesis Advisors, Mr. Perez has raised $1.5 billion in capital
from prominent alternative asset allocators acting as Sponsor of various investment vehicles over a five year period. As a prolific proponent
of liquid alternatives, he also structured and seeded the first alternative UCITS vehicle for each of TCW Group and Advent Capital Management.
Through his extensive network, Mr. Perez has cultivated deep relationships with unique pockets of institutional capital that have shown
an appetite to invest across the entire capital structure continuum, from the front-end IPO to later stage PIPE transactions. Mr. Perez
holds a Bachelor of Science in Business Administration from HEC Geneva, a Master of Science in Finance from the University of Geneva
and is a CAIA® Charterholder.
Cem
Habib has served as an independent member of our Board of Directors since December 13, 2021, and has been running his own investment
portfolio and advising some of the largest family offices in the world on their global investments since 2016. Mr. Habib has also invested
in a number of late-stage online marketplace companies over the past few years that have experienced successful IPOs, including Amwell,
AirBNB, DIDI and others. Previously, he was CEO of SB Capital UK Limited, the FCA regulated UK affiliate of Skybridge, a leading boutique
investment bank in Central Asia that has executed some of the largest financial advisory and capital markets transactions in the region.
He was previously a Partner at Cheyne Capital Management, one of the largest alternative investment managers in Europe, until 2010. Cheyne
Capital had acquired AltEdge Capital (UK) Limited, a fund of hedge funds manager, where Mr. Habib was a Principal, Portfolio Manager,
Head of Research, Director and member of the Investment Committee. Mr. Habib was one of the founding members of AltEdge in 2001 and has
extensive experience in the alternative investment management industry. He started his career in 1996 at the Millburn Corporation, a
hedge fund that started trading in 1971 and is one of the longest running alternative investment managers. At Millburn Corporation, Mr.
Habib focused on computerized trading systems, holding various positions during his five year tenure at the company. Mr. Habib holds
a Bachelor of Arts in International Business and a Bachelor of Science in Finance from the Kogod School of Business, American University
in Washington, D.C.
We
are confident that the combined experience of our management team and board members positions us well to identify, source, evaluate,
negotiate, structure and execute an initial business combination with an attractive company in our targeted industries and geographies.
The vast and global network of executives, investors and advisors accessible to our management team and board members will enable us
to source business combination opportunities from private and growth equity firms, family-owned businesses or divisions of larger corporations.
We will employ a disciplined and highly selective investment process and expect to add value to a target company through advice on strategic
direction, add-on acquisitions, optimization of its capital structure and potential improvements to operations.
Business
Combination Criteria
Our
objective is to generate attractive returns for shareholders by identifying a high-quality target, negotiating favorable terms for a
business combination and creating the foundation for long-term financial success. We will focus our efforts on sectors, geographies and
opportunities where we feel our management team’s collective industry knowledge and geographical networks will provide us with
unique sourcing and targeting advantages and where we are best situated to enhance the value of the business after completion of the
initial business combination. After our initial business combination, we envision that the combined company’s strategy may include
additional mergers and acquisitions with a focus on generating attractive risk-adjusted returns for our shareholders.
Our
management team has developed strong domain knowledge and proprietary networks within certain Consumer Internet industries, including
online marketplaces, digital classifieds and consumer-facing proptech and fintech sectors, as well as certain geographies, including
Europe, Israel, the United Arab Emirates and the United States. Additionally, our management team and members of our Board of Directors
have an extensive network of senior contacts within the industries and sectors we intend to target, including founders, corporate executives,
investment banking professionals, private equity, growth equity, venture capital funds and other financial Sponsors and owners of private
businesses. We believe these proprietary networks will differentiate us in our ability to source attractive business combination targets
that meet our criteria, and that the reputation and expertise of our management team in the Consumer Internet industry will make us a
preferred partner for potential business combination counterparties, especially in the geographic locations in which we intend to pursue
a target.
Our
management team’s expertise has been developed over decades through our founders’ demonstrated success in operating, acquiring
and investing in businesses across a variety of industries and geographies, which has enabled us to develop a set of capabilities, including:
| ● | deep
operational and strategic expertise within our sectors of focus; |
| ● | significant
M&A deal experience, including originating, crafting and executing complex transactions; |
| ● | the
ability to source, structure, acquire and sell businesses and achieve synergies to create
shareholder value; |
| ● | setting
and executing on organic and inorganic growth strategies; |
| ● | addressing
business and technological changes in an evolving global technology and Consumer Internet
landscape; |
| ● | fostering
relationships with sellers, capital providers and target management teams; |
| ● | the
ability to advise management teams in the transition from private to public markets, including
from a board and governance perspective; |
| ● | developing
unique sourcing channels that will enable access to attractive, proprietary deal flow and
an efficient methodology for screening targets globally; |
| ● | an
extensive history of accessing the debt and equity capital markets across various business
cycles, including financing businesses and assisting companies with transition to public
ownership; and |
| ● | a
proven ability to close on transactions under all economic and financial market conditions. |
This
diversity of operational, M&A and investment experience will enable us to evaluate opportunities across multiple sectors within the
Consumer Internet industry, including online marketplaces, digital classifieds and consumer-facing proptech and fintech businesses. We
believe that this experience will enable us to enhance the strategic and operational performance of the assets and businesses that we
acquire to maximize value for shareholders. This may include improving operating efficiencies, margins and profitability, driving revenue
growth, investing in organic growth projects, pursuing future strategic acquisitions or divestitures and optimizing the capital structure.
We believe our expertise in identifying and sourcing undervalued investment opportunities combined with our operational proficiency in
unlocking value provides a competitive advantage relative to other strategic and financial buyers.
Our
strategy is to identify and complete our initial business combination with specific industry and business characteristics. We expect
to distinguish ourselves with our ability to:
| ● | source
targets outside of formal sale or financing processes; |
| ● | source
targets in attractive, underrepresented geographies such as Europe, Israel and the United
Arab Emirates alongside established markets like the United States; |
| ● | recognize
situations, given our history and experience interacting with SPACs as business operators,
where a blank check company could be a superior solution to the needs of a target company
and its current owners; |
| ● | recognize
situations where companies are well positioned to penetrate new geographies by replicating
proven playbooks; |
| ● | help
develop companies and enable them to reach their full potential by optimizing their strategy
around product, operations, M&A, geographic expansion, capital structure and activating
new channels for growth; and |
| ● | exploit
opportunities in the COVID-19 environment by providing a publicly-listed currency to facilitate
access to capital for growth, hiring and geographic diversification. |
Our
Acquisition Process
In
evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, among other things,
meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, market surveys to evaluate
the B2C and B2B brand equity, inspection of facilities and a review of financial and other information about the target and its industry.
We will also utilize our management team’s operational and capital planning, legal review and technology and systems review experience.
Following
our initial business combination, we also intend to develop and implement corporate strategies and initiatives to provide financial and
operating flexibility so that the company can improve its growth prospects, profitability and long-term value. In doing so, the management
team anticipates evaluating corporate governance, opportunistically accessing capital markets and other opportunities to enhance liquidity,
identifying acquisition and divestiture opportunities and properly aligning management and board incentives with growing shareholder
value.
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our officers or directors. In
the event we seek to complete our initial business combination with a company that is affiliated with our officers or directors, we,
or a committee of independent directors, may obtain an opinion from an independent investment banking firm which is a member of FINRA
or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.
Each
of our directors and officers, directly or indirectly, own Founder Shares and/or private placement warrants and, accordingly, may have
a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial
business combination. Further, such 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.
Our
Sponsor, officers, directors, and any of their respective affiliates may sponsor or form, and, in the case of individuals, serve as a
director or officer of, other blank check companies similar to ours during the period in which we seek an initial business combination.
Any such companies may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any
such potential conflicts would materially affect our ability to complete our initial business combination.
On
November 9, 2022, we filed a Form 8-K with the SEC announcing the resignations of (i) Mr. Pierre Etienne Lallia and Mr. Massimo Prelz-Oltramonti
as board members and (ii) Mr. Simon Baker as a board member (including his position as Co-Executive Chairman of the board) and our Chief
Operating Officer and Executive Head of M&A. Mr. Lallia and Mr. Prelz-Oltramonti each served on the board’s audit committee
with Mr. Prelz-Oltramonti also serving on the board’s compensation committee and nominating committee. The decisions of Mr. Lallia,
Mr. Prelz-Oltramonti and Mr. Baker to resign as, as applicable, our director and/or executive officer, was not the result of any dispute
or disagreement with us on any matter relating to our operation, policies or practices. Accordingly, our Board of Directors is currently
comprised of three members, including one independent director--Mr. Cem Habib. Mr. Habib serves on the Audit, Compensation and nominating
committees and he has been designated as the audit committee’s financial expert.
Initially,
we sought to generally comply with the general Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. However,
in light of the above resignations and to ensure continued compliance with Nasdaq’s corporate governance rules, we have adopted
the following home country practices in accordance with Nasdaq Listing Rule 5615(a)(3):
| ● | audit
committee: As a foreign private issuer we are required to have an audit committee meeting
the requirements of Listing Rules 5605(c)(3) and 5605(c)(2)(A)(ii). Listing Rule 5605(c)(3)
requires the audit committee to have specified authority and responsibilities and Listing
Rule 5605(c)(2)(A)(ii) requires each member to meet the requisite independence standards
but neither requires that the audit committee have more than one member. In addition, we
intend to add at least one additional audit committee member meeting the requisite independence
standards. |
| ● | compensation
committee: Rule 5615(a)(3) exempts foreign private issuers from all compensation committee
requirements, including the requirement that compensation committee have at least two independent
directors each of whom meets the requisite independence standards. We intend to maintain
our compensation committee and add an additional member meeting the requisite independence
standards. |
| ● | Majority
Independent Directors: Subject to possible changes in the composition of our Board of Directors,
we are relying on the provisions of Listing Rule 5615(a)(3) to exempt us from the requirement
that on or after December 13, 2022 (the one-year anniversary of our Initial Public Offering)
a majority of our Board of Directors be comprised of independent directors. |
An
“independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries
or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the
director’s exercise of independent judgment in carrying out the responsibilities of a director.
We
have filed a Registration Statement on Form 8-A with the SEC to voluntarily 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.
We
currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected
nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves
or with our underwriter or other advisors. Our management team and Board of Directors are regularly made aware of potential business
opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf)
contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination
transaction with our company. Additionally and following termination of the BCA as described above, we have not, nor has anyone on our
behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have
we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.
Initial
Business Combination
So
long as our securities are then listed on the Nasdaq, 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 net assets held in the Trust Account (excluding the deferred
underwriting commissions and taxes payable on the interest and other income earned on the Trust Account) at the time of 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 an independent
valuation or appraisal firm with respect to the satisfaction of such criteria.
It
is unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses.
However, our board may be unable to do so if it is less familiar or experienced with the target company’s business, there is a
significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early
stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized
skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis.
Since
any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold,
unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it
is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any
proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.
We
anticipate structuring our initial business combination so that the post-business combination 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-business combination company owns or acquires less than 100% of such interests or
assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons,
but we will only complete such business combination if the post-business combination 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 it not to be required to register
as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the
post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the
business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed
to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of
new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. 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 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-business combination 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 the business combination involves more than one target business, the 80% of net assets test
will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement
regarding an initial business combination without the prior consent of our Sponsor. If our securities are not then listed on the Nasdaq
for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test.
To
the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages
of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor
to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant
risk factors.
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.
Other
Considerations
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors.
In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsor or any of our officers
or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another
independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial
point of view. We are not required to obtain such an opinion in any other context.
In
addition, certain of our officers and directors presently have, and any of them in the future may have fiduciary and contractual obligations
to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to
such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination
opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to
their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such
business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any
such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability
to complete our initial business combination. Our Second A&R Articles provide that, to the fullest extent permitted by applicable
law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract,
to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce
any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be
a corporate opportunity for any director or officer, on the one hand, and us, on the other.
Our
Sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in
which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an
acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any
such other blank check company would materially affect our ability to complete our initial business combination. In addition, our Sponsor,
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.
Status
as a Public Company
We
believe our structure will make 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 with
us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock,
shares or other equity interests in the target business for our Class A ordinary shares (or shares of a new holding company) or for a
combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We
believe target businesses will find this method a more expeditious and cost-effective method to becoming a public company than the typical
initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business
combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts
and commissions, 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 or have negative valuation consequences. Once public, we believe the target business would
then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests
and the ability to use its shares as currency for acquisitions. Being a public company 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 will make us an attractive business partner, some potential
target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder
approval of any proposed initial business combination, negatively.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such,
we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved, If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of
the completion of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.235 billion (as adjusted
for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the
market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter, 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” have the meaning associated with it in
the JOBS Act.
Effecting
Our Initial Business Combination
General
We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our Initial Public
Offering. We intend to effectuate our initial business combination using cash from the proceeds of our Initial Public Offering and the
private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination
(pursuant to any forward purchase agreement or backstop agreements we may enter into following the consummation of our Initial Public
Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target,
or a combination of the foregoing or other sources. We may seek to complete our initial business combination with a company or business
that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent
in such companies and businesses.
If
our initial business combination is paid for using equity or debt, or not all of the funds released from the Trust Account are used for
payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares,
we may 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-business combination 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 need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash
than is available from the proceeds held in our Trust Account, or because we become obligated to redeem a significant number of our public
shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with
such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial
business combination.
Other
than the potential availability of the backstop arrangement with our Sponsor, we are not currently a party to any arrangement or understanding
with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.
Evaluation
of a Target Business and Structuring of Our Initial Business Combination
In
evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and
among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection
of facilities and a review of financial and other information about the target and its industry. We will also utilize our management
team’s operational and capital planning experience. If we determine to move forward with a particular target, we will proceed to
structure and negotiate the terms of the business combination transaction.
The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately
completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company
will not pay any consulting fees to members of our management team, or their respective affiliates, for services rendered to or in connection
with our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business
combination without the prior consent of our Sponsor.
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. The determination
as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial
business combination. 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 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 Second
A&R Articles. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement,
or we may decide to seek shareholder approval for business or other reasons.
Under
the Nasdaq’s listing rules, shareholder approval would typically 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 our ordinary
shares then-outstanding (other than in a public offering); |
| ● | Any
of our directors, officers or 5% or greater shareholder has a 5% or greater interest (or
such persons collectively have a 10% or greater interest), directly or indirectly, in the
target company 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. |
The
decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval
is not required by law will be made by us, solely in our discretion, and will be based on business and reasons, which include a variety
of factors, including, but not limited to:
| ● | the
timing of the transaction, including in the event we determine shareholder approval would
require additional time and there is either not enough time to seek shareholder approval
or doing so would place the company at a disadvantage in the transaction or result in other
additional burdens on the company; |
| ● | the
expected cost of holding a shareholder vote; |
| ● | the
risk that the shareholders would fail to approve the proposed business combination; |
| ● | other
time and budget constraints of the company; and |
| ● | additional
legal complexities of a proposed business combination that would be time-consuming and burdensome
to present to shareholders. |
Permitted
Purchases and Other Transactions with Respect to Our Securities
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 Sponsor, directors, executive officers, advisors or their affiliates may purchase
public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our
initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities
laws (including with respect to material nonpublic information), our Sponsor, directors, executive officers, advisors or their affiliates
may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares
in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions
to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust
Account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted
from making 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.
In
the event that our Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from
public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business
combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote
against our initial business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer
subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the
Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the
purchasers will be required to comply with such rules.
The
purpose of any such transaction could be to (i) vote in favor of the business combination and thereby increase the likelihood of obtaining
shareholder approval of the business combination, (ii) reduce the number of public warrants outstanding or vote such warrants on any
matters submitted to the warrant holders for approval in connection with our initial business combination or (iii) satisfy a closing
condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our
initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities
may result in the completion of our initial business combination that may not otherwise have been possible.
In
addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced
and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation,
listing or trading of our securities on a national securities exchange.
Our
Sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our Sponsor, officers,
directors or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our
receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of tender offer
or proxy materials in connection with our initial business combination. To the extent that our Sponsor, officers, directors, advisors
or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders
who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial business
combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only
if such shares have not already been voted at the general meeting related to our initial business combination. Our Sponsor, executive
officers, directors, advisors or their affiliates will select which shareholders to purchase shares from based on the negotiated price
and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases
do not comply with Regulation M under the Exchange Act and the other federal securities laws.
Our
Sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate
Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section
13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
Redemption
Rights for Public Shareholders upon Completion of Our Initial Business Combination
We will provide our public shareholders with the opportunity to redeem
all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation
of the initial business combination, including interest and other income earned on the funds held in the Trust Account and not previously
released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described
herein. The amount in the Trust Account was approximately $10.39 per public share as of December 31, 2022. The redemption rights will include
the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights
upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our
public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our Sponsor
and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to any Founder Shares and public shares held by them in connection with (i) the completion of our initial business
combination and (ii) a shareholder vote to approve any amendment to our memorandum and articles of association then existing (A) that
would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares
redeemed 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 September 13, 2023 or (B) with respect to any other provision relating to the rights of holders of our Class A
ordinary shares.
Limitations
on Redemptions
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.
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 applicable law or stock exchange listing
requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder
approval under SEC 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 Second A&R Articles would typically require shareholder approval. 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
or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as we obtain
and maintain a listing for our securities on the Nasdaq, we will be required to comply with the Nasdaq rules.
If
we held a shareholder vote to approve our initial business combination, we will, pursuant to our Second A&R Articles:
| ● | conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the
Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender
offer rules; and |
| ● | file
proxy materials with the SEC. |
In
the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection
therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.
If
we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution
under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting
of the company. In such case, our Sponsor and each member of our management team have agreed to vote their Founder Shares and public
shares in favor of our initial business combination, and Nomura has agreed to vote its Founder Shares in favor of our initial business
combination. As a result, we would not need any of the public shares that remain outstanding to be voted in favor of an initial business
combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares
irrespective of whether they vote for or against the proposed transaction or vote at all.
If
we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our Second A&R Articles:
| ● | conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate
issuer tender offers; and |
| ● | file
tender offer documents with the SEC prior to completing our initial business combination
which contain substantially the same financial and other information about the initial business
combination and the redemption rights as is required under Regulation 14A of the Exchange
Act, which regulates the solicitation of proxies. |
Upon
the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we
and our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market,
in order to comply with Rule 14e-5 under the Exchange Act.
In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,
in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until
the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more
than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase,
we will withdraw the tender offer and not complete such initial business combination.
Limitation
on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our Second A&R Articles 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 redeeming its shares with respect to more than an aggregate of 15% of the shares
sold in our Initial Public Offering, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction
will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to
exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares
at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder
holding more than an aggregate of 15% of the shares sold in our Initial Public Offering could threaten to exercise its redemption rights
if such holder’s shares are not purchased by us, our Sponsor or our management at a premium to the then-current market price or
on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our Initial
Public Offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt
to block our ability to complete our initial business combination, particularly in connection with a business combination with a target
that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
However,
we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our
initial business combination.
Tendering
Share Certificates in Connection with a Tender Offer or Redemption Rights
Public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation
or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using
The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case up to
two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials,
as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate
the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly
redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close
of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business
combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.
Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery
of their public shares.
There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the
broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not
we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising
redemption rights regardless of the timing of when such delivery must be effectuated.
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 meeting ensures that a redeeming shareholder’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 two business days prior to the initially scheduled vote
on the proposal to approve the business combination, unless otherwise agreed to by us or as otherwise provided in the proxy statement.
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 September 13, 2023.
Redemption
of Public Shares and Liquidation If No Initial Business Combination
Our
Second A&R Articles provides that we will have until September 13, 2023 to consummate an initial business combination. If we have
not consummated an initial business combination by that date, 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 and other income earned on the
funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to
pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate
and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and 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 consummate an initial business combination by September 13, 2023. Our Second A&R Articles provide that, if
we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures
with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter,
subject to applicable Cayman Islands law.
Our
Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their
rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if we fail to consummate an initial
business combination by September 13, 2023 (although they will be entitled to liquidating distributions from the Trust Account with respect
to any public shares they hold if we fail to complete our initial business combination by that date).
Our
Sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment
to our memorandum and articles of association then existing (A) that would modify the substance or timing of our obligation to provide
holders of our Class A ordinary shares the right to have their shares redeemed 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 September 13, 2023 or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with
the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest and other income earned on the funds held in the Trust Account
and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. This
redemption right shall apply in the event of the approval of any such amendment, whether proposed by our Sponsor, any executive officer,
director, or any other person.
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 $1,200,595 held outside
the Trust Account as of December 31, 2022, plus up to $100,000 of funds from the Trust Account available to us to pay dissolution expenses,
although we cannot assure you that there will be sufficient funds for such purpose.
If we were to expend all
of the net proceeds of our Initial Public Offering and the sale of the private placement warrants, other than the proceeds deposited in
the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received
by shareholders upon our dissolution would be $10.39 as of December 31, 2022. 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 less than approximately $10.39. While we intend to
pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
Although we will seek to
have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and
other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to
any monies held in the Trust Account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements
or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including, but not
limited, to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability
of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the
Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management
will perform an analysis of the alternatives available to it and will 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.
An example of possible instances where we may engage a third-party that refuses to execute a waiver includes 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. In order
to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims
by a third-party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective
target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below
the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the
liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case
net of the interest that may be withdrawn to pay our income tax obligations, provided that such liability will not apply to any claims
by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor
will it apply to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including
liabilities under the Securities Act. 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. However, we have not asked our Sponsor to reserve
for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity
obligations and we believe that our Sponsor’s only assets are securities of the company. Therefore, we cannot assure you that our
Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including,
without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds
in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the
Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value
of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations, 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 director would take legal action on our behalf against our Sponsor to enforce its indemnification
obligations to us, it is possible that our independent director 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 less than $10.00 per public 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 registered public accounting firm), prospective target businesses or other entities with which we
do business execute agreements with us waiving any right, title, interest or claim of any kind in or to 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 $1,200,595 as of December 31, 2022 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, however such liability
will not be greater than the amount of funds from our Trust Account received by any such shareholder.
If we file a bankruptcy petition
or an involuntary bankruptcy 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 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 $10.39 per public share to our public shareholders. Additionally, if we file a bankruptcy petition or an
involuntary bankruptcy 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 court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors
may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and
our company to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors.
We cannot assure you that claims will not be brought against us for these reasons.
Our
public shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our public shares
if we do not complete our initial business combination by September 13, 2023, (ii) in connection with a shareholder vote to amend our
Second A&R Articles (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the
right to have their shares redeemed 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 September 13, 2023 or (B) with respect to any other provision relating to the rights
of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial
business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in
clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial
business combination or liquidation if we have not consummated an initial business combination by September 13, 2023, with respect to
such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in
the Trust Account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s
voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable
pro rata share of the Trust Account. Such shareholder must have also exercised its redemption rights described above. These provisions
of our Second A&R Articles, like all provisions of our Second A&R Articles, may be amended with a shareholder vote.
Website
Our
corporate website address is www.genesisgrowthtech.com. Information contained on our website is not part of this Annual Report
on Form 10-K.
Our
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments and exhibits to
these reports, filed or furnished pursuant to Section 13(a) or Section 15(d) of the Exchange Act, are available on our website, free
of charge, as soon as reasonable practicable after such reports are filed with, or furnished to, the SEC. Alternatively, you may access
these reports at the SEC’s website at www.sec.gov.
Item
1A. Risk Factors.
An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this Annual Report on Form 10-K, including our financial statements and related notes, before
making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating
results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all
or part of your investment.
We may not be able
to complete the proposed business combination with NextTrip. If we are unable to do so, we will incur substantial costs associated with
withdrawing from the transaction and may not be able to find additional sources of financing to cover those costs.
In
connection with the proposed business combination with NextTrip, we have incurred substantial costs researching, planning and negotiating
the transaction. These costs include, but are not limited to, costs associated with securing sources of debt financing, costs associated
with employing and retaining third-party advisors who performed the financial, auditing and legal services required to complete the transaction,
and the expenses generated by our officers, executives, managers and employees in connection with the transaction. If, for whatever reason,
the transactions contemplated by the Merger Agreement fail to close, we will be responsible for these costs, but will have no source of
revenue with which to pay them. We may need to obtain additional sources of financing in order to meet our obligations, which we may not
be able to secure on the same terms as our existing financing or at all. If we are unable to secure new sources of financing and do not
have sufficient funds to meet our obligations, we will be forced to cease operations and liquidate the trust account.
If the proposed
business combination with NextTrip fails, it may be difficult to complete a business combination with a new prospective target business,
negotiate and agree to a new business combination, and/or arrange for new sources of financing by the end of the Extension Period, particularly
in light of the significant public shareholder redemptions we have experienced, in which case we would cease all operations except for
the purpose of winding up and we would redeem our public shares and liquidate.
Finding,
researching, analyzing and negotiating with NextTrip took a substantial amount of time and effort and was complicated by the fact that
99.6% of our public shareholders elected to redeem their GGAA securities. If the proposed business combination with NextTrip fails for
any reason, we may not be able to find, research, negotiate and agree to terms with, and/or arrange for new sources of financing for a
business combination with, a new prospective target business during the Extension Period, particularly in light of the significant public
shareholder redemptions we have experienced, in which case we would cease all operations except for the purpose of winding up and we would
redeem our public shares and liquidate.
We
are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve
our business objective.
We are a blank check company, incorporated under the laws of the Cayman
Islands with no operating results, and we commenced operations on December 13, 2021. 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 have no plans, arrangements or understandings with any prospective target business concerning a business combination
and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never
generate any operating revenues.
Past
performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.
Information
regarding performance is presented for informational purposes only. Any past experience or performance of our management team and their
respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success
with respect to any business combination that we may consummate. You should not rely on the historical record of our management team
or their respective affiliates as indicative of the future performance of an investment in us or the returns we will, or are likely to,
generate going forward. Our management has no experience in operating special purpose acquisition companies.
Our
expectations regarding changes and growth in the technology industry may not materialize to the extent we expect, or at all.
We
expect favorable changes and growth in the technology industry based on certain trends and assumptions. No assurance can be given that
these trends and assumptions, or that our expectations surrounding the technology industry, will be accurate. Further, unanticipated
events and circumstances may occur and change the outlook surrounding the technology industry in material ways. Accordingly, our expectations
of growth in the technology industry may occur to a different extent or at a different time, or may not occur at all. If our expectations
surrounding certain favorable changes in the technology industry do not occur to the degree that we expect, or at all, our ability to
find a suitable initial business combination target and consummate an initial business combination may be hindered or delayed.
Our
shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our
initial business combination even though a majority of our shareholders do not support such a combination.
We
may choose not to hold a shareholder vote before we complete our initial business combination if the business combination would not require
shareholder approval under applicable law or stock exchange listing requirements. For instance, if we were seeking to acquire a target
business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder
approval to complete such a transaction. Except as required by applicable law or stock exchange listing requirement, 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 complete
our initial business combination even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business
combination we complete.
Your
only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your
right to redeem your shares from us for cash.
At
the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target
businesses. If our board of directors determines to complete a business combination without seeking shareholder approval, your only opportunity
to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within
the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders
in which we describe our initial business combination.
If
we seek shareholder approval of our initial business combination, our Sponsor and members of our management team have agreed to vote
in favor of such initial business combination, regardless of how our public shareholders vote.
In
connection with the Extension EGM and as a result of the redemption of public shares by our public shareholders, es Sponsor owns, on
an as-converted basis, approximately 98% of our outstanding ordinary shares. Our Second A&R Articles provide that, if we seek shareholder
approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands
law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. As
a result, we would not need any of the public shares that remain outstanding to be voted in favor of an initial business combination
in order to have our initial business combination approved. Accordingly, if we seek shareholder approval of our initial business combination,
the agreement by our Sponsor and each member of our management team to vote in favor of our initial business combination means that we
will receive the requisite shareholder approval for such initial business combination.
The
redemption by our public shareholders of their shares for cash may have made 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 and may not allow us to complete
the most desirable business combination or optimize our capital structure. Due to such increase in the probability that our initial business
combination may be unsuccessful, you would have to wait for liquidation in order to redeem your shares.
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. As described above, as a result of our public shareholders electing to exercise
their redemption rights for approximately 99.6% of our public shares in connection with the Extension EGM, we would not be able to meet
such closing condition and, as a result, would not be able to proceed with the business combination. In addition, given such a substantial
number of shareholders have exercised their redemption rights, we will need to arrange for additional third-party financing for any initial
business combination. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness
at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available
to us or optimize our capital structure. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a
business combination transaction with us. Further, if our initial business combination is unsuccessful, you would not receive your pro
rata portion of the funds in 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.
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. If we have not consummated our initial business combination by September 13, 2023, our public
shareholders may receive only approximately $10.39 per public share, or less in certain circumstances, on the liquidation of our Trust
Account and our warrants will expire worthless.
As a result of our public
shareholders electing to exercise their redemption rights for approximately 99.6% of our public shares in connection with the Extension
EGM, we believe that the net proceeds of our Initial Public Offering and the sale of the private placement warrants will be insufficient
to allow us to complete our initial business combination. Accordingly, we will be required to seek additional financing in order to complete
any proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The current
economic environment may make it difficult for companies to obtain acquisition financing. 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. If we have not consummated our initial
business combination by September 13, 2023, our public shareholders may receive only approximately $10.39 per public share, or less in
certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. In addition, even if we do not
need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth
of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or
growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection
with or after our initial business combination.
The requirement that we consummate an initial business combination by September 13, 2023 may give potential target businesses
leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential
business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete
our initial business combination on terms that would produce value for our shareholders.
Any
potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate
an initial business combination by September 13, 2023. 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 September
13, 2023. 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.
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 direct and indirect impacts of the COVID-19 pandemic and the status of debt and equity markets.
The
COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, and created significant volatility and
disruption of financial markets. The U.S. Federal Reserve increased interest rates starting in March 2022 and additional increases are
expected to continue. Mounting inflationary cost pressures and recessionary fears have negatively impacted the U.S. and global economy.
As a result of all of the foregoing, the business of any potential target business with which we consummate a business combination could
be materially and adversely affected.
In
addition, our ability to consummate a transaction will be dependent on the ability to raise equity and debt financing which is likely
to be impacted by the above events, including as a result of increased market volatility, decreased market liquidity in third-party financing
being unavailable on terms acceptable to us or at all.
Finally,
the above events may also have the effect of heightening many of the other risks described in this “Risk Factors” section,
such as those related to the market for our securities.
We may not be able to consummate an initial
business combination by September 13, 2023, 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 receive only $10.39 per share, or less than such amount
in certain circumstances, and our warrants will expire worthless.
We
may not be able to find a suitable target business and consummate an initial business combination by September 13, 2023. Our ability
to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt
markets and the other risks described herein, including as a result of terrorist attacks, natural disasters or a significant outbreak
of infectious diseases. For example, the COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains,
and created significant volatility and disruption of financial markets, which could limit our ability to complete our initial business
combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable
on terms acceptable to us or at all. Additionally, the direct and indirect impacts of the COVID-19 pandemic, including related economic
impacts, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) may negatively
impact businesses we may seek to acquire.
If we have not consummated
an initial business combination by September 13, 2023, we will: (i) cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest and other income earned on the funds held
in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,
subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law. Our Second A&R Articles provide that, if we wind up for any other reason prior to the consummation of our initial business combination,
we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not
more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive
only $10.39 per public share, or less than $10.39 per public share, on the redemption of their shares, and our warrants will expire worthless.
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 $10.39 per public share” and other risk factors herein.
–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 proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business
combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials,
as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or
tender offer 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 redeem or tender public shares. In the event that
a shareholder fails to comply with these procedures, its shares may not be redeemed. See “Item 1. Business – Business Strategy
– Effecting Our Initial Business Combination – Tendering Share Certificates in Connection with a Tender Offer or Redemption
Rights.”
You
will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate
your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
Our
public shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of
an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected
to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with
a shareholder vote to amend our memorandum and articles of association then existing (A) to modify the substance or timing of our obligation
to provide holders of our Class A ordinary shares the right to have their shares redeemed 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 September 13, 2023 or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption of our public shares
if we have not consummated an initial business combination by September 13, 2023, subject to applicable law and as further described
herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in
the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination
or liquidation if we have not consummated an initial business combination by September 13, 2023, with respect to such Class A ordinary
shares so redeemed. In no other circumstances will a public shareholder have any right or interest of any kind in the Trust Account.
Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate
your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
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 are listed on the Nasdaq and our Class A ordinary shares and warrants that have been separated also trade on the Nasdaq. Although
we meet the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will
continue to be, listed on the Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities
on the 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 the Nasdaq initial listing requirements,
which are more rigorous than the Nasdaq continued listing requirements, in order to continue to maintain the listing of our securities
on the 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 of our securities.
We cannot assure you that we will be able to meet those listing requirements at that time.
If
the Nasdaq delists any of our securities from trading on its exchange and we are not able to list our securities on another national
securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant
material adverse consequences, including:
| ● | a
limited availability of market quotations for our securities; |
| ● | reduced
liquidity for our securities; |
| ● | a
determination that our Class A ordinary shares are a “penny stock” which will
require brokers trading in our Class A ordinary shares to adhere to more stringent rules
and possibly result in a reduced level of trading activity in the secondary trading market
for our securities; |
| ● | a
limited amount of news and analyst coverage; and |
| ● | a
decreased ability to issue additional securities or obtain additional financing in the future. |
The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as “covered securities.” Because our units and our Class A ordinary shares
and warrants are listed on the Nasdaq, our units, Class A ordinary shares and warrants qualify as covered securities under the statute.
Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate
companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the
sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the
sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check
companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies
in their states. Further, if we were no longer listed on the Nasdaq, our securities would not qualify as covered securities under the
statute and we would be subject to regulation in each state in which we offer our securities.
You
will not be entitled to protections normally afforded to investors of many other blank check companies.
Since
the net proceeds of our Initial Public Offering and the sale of the private placement warrants are intended to be used to complete an
initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company
under the United States securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the completion
of our Initial Public Offering and the sale of the private placement warrants and will file a Current Report on Form 8-K, including an
audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies,
such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means
that we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover,
if our Initial Public Offering were subject to Rule 419, that rule would prohibit the release of any interest and other income earned
on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion
of an initial business combination.
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,
and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose
the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our Second A&R Articles provide that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares
sold in our Initial Public Offering, which we refer to as the “Excess Shares,” without our prior consent. However, we would
not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business
combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally,
you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And
as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required
to sell your shares in open market transactions, potentially at a loss.
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 have not consummated our initial business combination within the required time period, our public shareholders may receive only
approximately $10.39 per public share, or less in certain circumstances, on the liquidation of our Trust Account 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 with the net proceeds of our Initial Public Offering and the sale of the private placement warrants, our ability to compete with
respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated
to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction
with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our
initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business
combination. If we have not consummated our initial business combination by September 13, 2023, our public shareholders may receive only
approximately $10.39 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will
expire worthless. 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 $10.39 per public share” and other risk factors herein.
If
the net proceeds of our Initial Public Offering and the sale of the private placement warrants not being held in the Trust Account are
insufficient to allow us to operate until September 13, 2023, it could limit the amount available to fund our search for a target business
or businesses and our ability to complete our initial business combination, and we will depend on loans from our Sponsor, its affiliates
or members of our management team to fund our search and to complete our initial business combination.
Of the net proceeds of our
Initial Public Offering and the sale of the private placement warrants, only approximately $1,200,595 is available to us outside the Trust
Account to fund our working capital requirements. We believe that the funds available to us outside of the Trust Account, together with
funds available from loans from our Sponsor, its affiliates or members of our management team will be sufficient to allow us to operate
until September 13, 2023; however, we cannot assure you that our estimate is accurate, and our Sponsor, its affiliates or members of our
management team are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we may 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 or investors on terms more favorable to such target
businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we
entered into a letter of intent 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 required to seek
additional capital, we would need to borrow funds from our Sponsor, its affiliates, members of our management team or other third parties
to operate or may be forced to liquidate. Neither our Sponsor, members of our management team nor their affiliates is under any obligation
to us in such circumstances. Any such advances may be repaid only from funds held outside the Trust Account or from funds released to
us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business
combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement
warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor,
its affiliates or members of our management team as we do not believe third parties will be willing to loan such funds and provide a waiver
against any and all rights to seek access to funds in our Trust Account. If we have not consummated our initial business combination by
September 13, 2023 because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust
Account. Consequently, our public shareholders may only receive an estimated $10.39 per public share, or possibly less, on our redemption
of our public shares, and our warrants will expire worthless. 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 $10.39 per public
share” and other risk factors herein.
Subsequent
to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment
or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our
securities, which could cause you to lose some or all of your investment.
Even
if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify
all material issues with a particular target business, that it would be possible to uncover all material issues through a customary amount
of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these
factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that
could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and
previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be
non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to
negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other
covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining
post-combination debt financing. Accordingly, any holders who choose to retain their securities following the business combination could
suffer a reduction in the value of their securities. Such holders 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
$10.39 per public share.
Our
placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all
vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities
with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held
in the Trust Account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute
such agreements, they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent
inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver,
in each case in order to gain 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 have not consummated an initial business combination by September 13, 2023, 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 ten years following redemption. Accordingly, due to claims of such creditors, the per-share
redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the Trust Account.
Pursuant to the letter agreement the form of which is filed as an exhibit to our Registration Statement on Form S-1 (File No. 333-261248)
that was initially filed on November 19, 2021 (the “IPO Registration Statement”), 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 registered public accounting firm) for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the
amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the
Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value
of the trust assets, in each case net of the interest that may be withdrawn to pay our income tax obligations, provided that such
liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to
seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of our Initial Public Offering
against certain liabilities, including liabilities under the Securities Act. 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.
However, we have not asked
our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds
to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of the company. Therefore, we
cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made
against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00
per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount
per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third
parties including, without limitation, claims by vendors and prospective target businesses.
Our
directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in
the Trust Account available for distribution to our public shareholders.
In the event that the proceeds
in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the
Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value
of the trust assets, in each case net of the interest that may be withdrawn to pay our income tax obligations, and our Sponsor asserts
that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent
directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently
expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations
to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose
not to do so in any particular instance. If 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 public share.
We
may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
We
have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have
agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against
the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership
of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds
outside of the Trust Account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors
may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an
action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely
affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification
provisions.
If,
after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such
proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby
exposing the members of our board of directors and us to claims of punitive damages.
If,
after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed
under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent
conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.
In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith,
thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing
the claims of creditors.
If,
before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority
over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with
our liquidation may be reduced.
If,
before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject
to applicable bankruptcy or insolvency law, 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,
the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
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:
| ● | restrictions
on the nature of our investments; and |
| ● | restrictions
on the issuance of securities, |
each
of which may make it difficult for us to complete our initial business combination.
In
addition, we may have imposed upon us burdensome requirements, including:
| ● | registration
as an investment company with the SEC; |
| ● | adoption
of a specific form of corporate structure; and |
| ● | reporting,
record keeping, voting, proxy and disclosure requirements and other rules and regulations
that we are currently not subject to. |
In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must
ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities
do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our
assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete
a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses
or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive
investor.
We do not believe that our
anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account may
only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment
Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted
to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business
plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant
bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment
Company Act. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of
our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to
amend our memorandum and articles of association then existing (A) to modify the substance or timing of our obligation to provide holders
of our Class A ordinary shares the right to have their shares redeemed 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 September 13, 2023 or (B) with respect to any other
provision relating to the rights of holders of our Class A ordinary shares; or (iii) absent our completing an initial business combination
by September 13, 2023, our return of the funds held in the Trust Account to our public shareholders as part of our redemption of the public
shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to 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 have not consummated our initial
business combination by September 13, 2023, our public shareholders may receive only approximately $10.39 per public share, or less in
certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability
to negotiate and complete our initial business combination, and results of operations.
We
are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with
certain SEC 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, including our
ability to negotiate and complete our initial business combination, and results of operations.
If
we have not consummated an initial business combination by September 13, 2023, our public shareholders may be forced to wait beyond such
period before redemption from our Trust Account.
If
we have not consummated an initial business combination by September 13, 2023, the proceeds then on deposit in the Trust Account, including
interest and other income earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if
any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further
described herein. Any redemption of public shareholders from the Trust Account will be effected automatically by function of our Second
A&R Articles prior to any voluntary winding up. If we are required to wind up, liquidate the Trust Account and distribute such amount
therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must
comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond September 13, 2023 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,
prior thereto, we consummate our initial business combination or amend certain provisions of our memorandum and articles of association
then existing, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or
any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination and do not
amend certain provisions of our memorandum and articles of association then existing. Our Second A&R Articles provide that, if we
wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with
respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject
to applicable Cayman Islands law.
Our
shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their shares.
If
we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment
if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall
due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders.
Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad
faith, thereby exposing themselves and our company to claims, by paying public shareholders from the Trust Account prior to addressing
the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and
officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were
unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine
of $18,293 and imprisonment for five years in the Cayman Islands.
Holders
of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our initial business combination.
Prior
to our initial business combination, only holders of our Founder Shares will have the right to vote on the appointment of directors.
Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to our
initial business combination, holders of a majority of our Founder Shares may remove a member of the board of directors for any reason.
Accordingly, you may not have any say in the management of the company prior to the consummation of an initial business combination.
You
will not be permitted to exercise your warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions
are available.
Under
the terms of the public warrant agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days after
the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective
amendment to the registration statement for our Initial Public Offering or a new registration statement covering the issuance of such
shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing
of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating
to those Class A ordinary shares until the public warrants expire or are redeemed. Under the terms of the private warrant agreement,
we have agreed that, as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination,
we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, and
we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our
initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those
Class A ordinary shares until the private warrants expire or are redeemed.
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 IPO Registration Statement, the financial statements contained or incorporated by reference therein are
not current, complete 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 in accordance with the above requirements, we will be required to permit holders to exercise their warrants
on a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based
on a formula. 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 from registration is available. Notwithstanding the above,
if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they
satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require
holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement,
but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an
exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing the potential “upside”
of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon
a cashless exercise of the warrants they hold. 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. There may
be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants
while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in our Initial Public
Offering. In such an instance, holders of our private placement warrants would be able to exercise their warrants and sell the ordinary
shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying
ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register
or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws. As a result, we may redeem the
warrants as set forth above even if the holders are otherwise unable to exercise their warrants.
The
warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information
regarding such other security at this time.
In
certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable
for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant
to the warrant agreements, you may receive a security in a company of which you do not have information at this time. Pursuant to the
warrant agreements, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security
underlying the warrants within 20 business days of the closing of an initial business combination.
The
grant of registration rights to our Sponsor and Nomura 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 at the IPO Closing Date, our Sponsor, Nomura and their permitted transferees can demand that we register the
resale of the Class A ordinary shares into which Founder Shares are convertible, the warrants that may be issued upon conversion of working
capital loans and the Class A ordinary shares issuable upon conversion of such warrants, and holders of the private placement warrants
can demand that we register the resale of the Class A ordinary shares issuable upon exercise of the private placement 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 securities that is expected when the securities owned by our Sponsor or its permitted transferees
or holders of the private placement warrants are registered for resale.
Because
we are neither limited to evaluating a target business in a particular industry sector nor have we selected 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’s
operations.
We
may pursue business combination opportunities in any sector, except that we will not, under our Second A&R Articles, be permitted
to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. Because
we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate
the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial
condition or prospects. To the extent we complete 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
or a development stage 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 units
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 holders who choose to retain their securities following the business combination could suffer a reduction in
the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.
We
may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.
We
will consider a business combination outside of our management’s area of expertise if a business combination target is presented
to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will
endeavor to evaluate the risks inherent in any particular business combination target, we cannot assure you that we will adequately ascertain
or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to
be less favorable to investors than a direct investment, if an opportunity were available, in a business combination target. 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 of the significant risk factors. Accordingly, any holders who choose to retain
their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely
to have a remedy for such reduction in value.
Although
we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may
enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target
business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria
and guidelines.
Although we have identified
general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter
into our initial business combination will not have all of these positive attributes. If we complete our initial business combination
with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business
that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target
that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may
make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain
amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements,
or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval
of our initial business combination if the target business does not meet our general criteria and guidelines. If we have not consummated
our initial business combination by September 13, 2023, our public shareholders may receive only approximately $10.39 per public share,
or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
We
are not required to obtain an opinion from an independent accounting or investment banking 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 shareholders from a financial point of view.
Unless
we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to
our shareholders 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 proxy solicitation or tender offer materials, as applicable, related to our initial business combination.
We
may issue additional Class A ordinary shares 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 Founder
Shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions
contained in our Second A&R Articles. Any such issuances would dilute the interest of our shareholders and likely present other risks.
Our
Second A&R Articles will authorize the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000
Founder Shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share. There currently are 474,700,000
and 43,675,000 authorized but unissued Class A ordinary shares and Founder Shares, respectively, available for issuance which amount
does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the
Founder Shares, if any. The Founder Shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares
delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if we
fail to consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders
thereof as described herein and in our Second A&R Articles. There are currently no preference shares issued and outstanding.
We
may issue a substantial number of additional Class A ordinary shares 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 in
connection with our redeeming the warrants or upon conversion of the Founder Shares at a ratio greater than one-to-one at the time of
our initial business combination as a result of the anti-dilution provisions as set forth herein. However, our Second A&R Articles
provide, among other things, that prior to or in connection with our initial business combination, we may not issue additional shares
that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination or
on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These
provisions of our Second A&R Articles, like all provisions of our Second A&R Articles, may be amended with a shareholder vote.
The issuance of additional ordinary or preference shares:
| ● | may
significantly dilute the equity interest of investors, which dilution would increase if the
anti-dilution provisions in the Founder Shares resulted in the issuance of Class A ordinary
shares on a greater than one-to-one basis upon conversion of the Founder Shares; |
| ● | may
subordinate the rights of holders of Class A ordinary shares if preference shares are issued
with rights senior to those afforded our Class A ordinary shares; |
| ● | could
cause a change in control if a substantial number of Class A ordinary shares are issued,
which may affect, among other things, our ability to use our net operating loss carry forwards,
if any, and could result in the resignation or removal of our present officers and directors; |
| ● | may
have the effect of delaying or preventing a change of control of us by diluting the share
ownership or voting rights of a person seeking to obtain control of us; |
| ● | may
adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants;
and |
| ● | may
not result in adjustment to the exercise price of our warrants. |
Unlike
some other similarly structured blank check companies, our Sponsor will receive additional Class A ordinary shares if we issue shares
to consummate an initial business combination.
The
Founder Shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion
will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if we fail to consummate an initial
business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such
that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted
basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our Initial Public Offering,
plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business
combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares
issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to
our Sponsor, any of its affiliates or any members of our management team upon conversion of working capital loans. In no event will the
Founder Shares convert into Class A ordinary shares at a rate of less than one-to-one. This is different than some other similarly structured
blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding
prior to the initial business combination.
Resources could be wasted in researching
acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another
business. If we have not consummated our initial business combination by September 13, 2023, our public shareholders may receive only
approximately $10.39 per public 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 complete our initial business
combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs
incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have
not consummated our initial business combination by September 13, 2023, our public shareholders may receive only approximately $10.39
per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
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 (as defined below) 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 (and, in the case of the start-up exception, potentially not until
after the two taxable years following our current taxable year). Moreover, if we determine we are a PFIC for any taxable year, upon written
request by a U.S. Holder, 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. investors to consult their tax advisors regarding the possible
application of the PFIC rules.
As
used herein, the term “U.S. Holder” means a beneficial owner of units, Class A ordinary shares or warrants that is for U.S.
federal income tax purposes:
| ● | an
individual citizen or resident of the United States; |
| ● | a
corporation (or other entity treated as a corporation for U.S. federal income tax purposes)
that is created or organized (or treated as created or organized) in or under the laws of
the United States, any state thereof or the District of Columbia; |
| ● | an
estate the income of which is subject to U.S. federal income taxation regardless of its source;
or |
| ● | a
trust if (A) a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more U.S. persons have the authority to control
all substantial decisions of the trust, or (B) it has in effect under applicable U.S. Treasury
regulations a valid election to be treated as a U.S. person. |
We
may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in
taxes imposed on shareholders or warrant holders.
We
may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate
in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder
or warrant holder to recognize taxable income, or otherwise subject it to adverse tax consequences, in the jurisdiction in which the
shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend
to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to
withholding taxes or other taxes, or other adverse tax consequences, with respect to their ownership of our Class A ordinary shares or
warrants after the reincorporation.
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.
We
are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.
Our
operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe
that our success depends on the continued service of our officers and directors, at least until we have completed our initial business
combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs
and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential
business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on
the life of, any of our directors or executive officers.
The
unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.
Our
ability to successfully effect 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 effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key
personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target
business in senior management, director or advisory positions following our initial business combination, it is likely that some or all
of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after
our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct and such management
may not possess the skills, qualifications or abilities necessary to manage a public company. 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
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination,
and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may
provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts
of interest in determining whether a particular business combination is the most advantageous.
Our
key personnel may remain with our company after the completion of our initial business combination only if they are able to negotiate
employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with
the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments
and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could
make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such
individuals may influence their motivation in identifying and selecting a target business. In addition, pursuant to an agreement entered
into at the IPO Closing Date, our Sponsor, upon and following consummation of an initial business combination, will be entitled to nominate
three individuals for appointment to our board of directors, as long as the Sponsor holds any securities covered by the registration
and shareholder rights agreement.
We
may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business
combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
When
evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the
target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications
or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary
to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly,
any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities.
Such holders are unlikely to have a remedy for such reduction in value.
The
officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business
combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
The
role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated
with the 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.
Our
executive 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
executive 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 executive officers
is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive 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 executive 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 executive officers’ and directors’ other business affairs, please see “Item 10. Directors, Officers and Corporate
Governance.”
Our
officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other
entities, including another blank check 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 intend to engage in the business of identifying and combining with one or more businesses
or entities. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual
obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity
to such entity, subject to his or her fiduciary duties under Cayman Islands law. Accordingly, they may have conflicts of interest in
determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and
a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under
Cayman Islands law.
In
addition, our Sponsor, officers and directors may in the future become affiliated with other blank check companies that may have acquisition
objectives that are similar to ours during the period in which we are seeking an initial business combination. 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 such other blank check companies prior to its presentation
to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our Second A&R Articles provide
that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except
and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities
or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in,
any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the
other.
For
a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest
that you should be aware of, please see “Item 10. Directors, Officers and Corporate Governance,” “Item 10. Directors,
Officers and Corporate Governance - Conflicts of Interest” and “Item 13. Certain Relationships and Related Transactions,
and Director Independence.”
Our
executive 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, executive 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 executive officers, although we do not intend to do so. We also do not have a policy that expressly prohibits any such
persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities
may have a conflict between their interests and ours.
The
personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target
business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and
selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of
a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a
breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals
for infringing on our shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them
for such reason.
We
may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated
with our Sponsor, executive officers, directors, initial shareholders or other affiliates which may raise potential conflicts of interest.
In
light of the involvement of our Sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses
affiliated with our Sponsor, executive officers, directors, initial shareholders or other affiliates. Our directors also serve as officers
and board members for other entities, including, without limitation, those described under “Management - Conflicts of Interest.”
Our Sponsor, officers and directors may Sponsor, form or participate in other blank check companies similar to ours during the period
in which we are seeking an initial business combination. 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 initial business combination
with any entities with which they are affiliated, and there have been no substantive 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 and guidelines for a business combination
as set forth in “Proposed Business - Effecting Our Initial Business Combination - Evaluation of a Target Business and Structuring
of Our Initial Business Combination” and such transaction was approved by our independent director. Despite our agreement to obtain
an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions 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 Sponsor, executive officers, directors, initial shareholders or other affiliates, 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
our Sponsor, executive officers, directors and other affiliates will lose their entire investment in us if our initial business combination
is not completed (other than with respect to public shares they may acquire), a conflict of interest may arise in determining whether
a particular business combination target is appropriate for our initial business combination.
On
May 26, 2021, our Sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of
7,187,500 Founder Shares, par value $0.0001. On September 20, 2021, our Sponsor surrendered an aggregate of 1,437,500 Founder Shares
to the Company’s capital for no consideration, resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares. On December
3, 2021, our Sponsor agreed to transfer to Nomura an aggregate of 431,250 Founder Shares at the Sponsor’s original purchase price.
On December 8, 2021, we effected a share capitalization pursuant to which we issued an additional 575,000 Founder Shares to our Sponsor
and we also agreed to transfer to Nomura an additional 43,125 Founder Shares. As a result, our Sponsor holds 5,850,625 Founder Shares
and Nomura holding 474,375 Founder Shares. Prior to the initial investment in the company of $25,000 by the Sponsor, the company had
no assets, tangible or intangible. The per share price of the Founder Shares was determined by dividing the amount contributed to the
company by the number of Founder Shares issued. The Founder Shares will be worthless if we do not complete an initial business combination.
In addition, our Sponsor has purchased an aggregate of 8,875,000 private placement warrants, each exercisable to purchase one Class A
ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, resulting in total proceeds to us of $8,875,000,
in a private placement that closed simultaneously with the IPO Closing Date. If we do not consummate an initial business combination
by September 13, 2023, the private placement warrants will expire worthless. While we do not expect our board of directors to approve
any amendment to or waiver of the letter agreement or registration and shareholder rights agreement prior to our initial business combination,
it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve
one or more amendments to or waivers of such agreements in connection with the consummation of our initial business combination. Any
such amendments or waivers would not require approval from our shareholders, may result in the completion of our initial business combination
that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. The personal
and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target
business combination, completing an initial business combination and influencing the operation of the business following the initial
business combination. This risk may become more acute as September 13, 2023 nears, which is the deadline for our consummation of an initial
business combination.
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.
Although
we have no commitments as of the date of this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding
debt, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will
not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or
to the monies held in the Trust Account. As such, no issuance of debt will affect the per-share amount available for redemption from
the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
| ● | default
and foreclosure on our assets if our operating revenues after an initial business combination
are insufficient to repay our debt obligations; |
| ● | acceleration
of our obligations to repay the indebtedness even if we make all principal and interest payments
when due if we breach certain covenants that require the maintenance of certain financial
ratios or reserves without a waiver or renegotiation of that covenant; |
| ● | our
immediate payment of all principal and accrued interest, if any, if the debt is payable on
demand; |
| ● | our
inability to obtain necessary additional financing if the debt contains covenants restricting
our ability to obtain such financing while the debt is outstanding; |
| ● | our
inability to pay dividends on our Class A ordinary shares; |
| ● | using
a substantial portion of our cash flow to pay principal and interest on our debt, which will
reduce the funds available for dividends on our Class A ordinary shares if declared, expenses,
capital expenditures, acquisitions and other general corporate purposes; |
| ● | limitations
on our flexibility in planning for and reacting to changes in our business and in the industry
in which we operate; |
| ● | increased
vulnerability to adverse changes in general economic, industry and competitive conditions
and adverse changes in government regulation; and |
| ● | limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt. |
We
may only be able to complete one business combination with the proceeds of our Initial Public Offering and the sale of the private placement
warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This
lack of diversification may negatively impact our operations and profitability.
We
may effectuate our initial business combination with a single-target business or multiple-target businesses simultaneously or within
a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business
because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma
financial statements with the SEC that present operating results and the financial condition of several target businesses as if they
had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification
may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations
or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete
several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success
may be:
| ● | solely
dependent upon the performance of a single business, property or asset; or |
| ● | dependent
upon the development or market acceptance of a single or limited number of products, processes
or services. |
This
lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial
adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
We
may attempt to complete our initial business combination with a private or early stage company, a financially unstable business or an
entity lacking an established record of revenue or earnings 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 effectuate our initial business combination with a privately held company, an early
stage company, a financially unstable business or an entity lacking an established record of sales or earnings. As a result, we may be
affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business
without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties
in obtaining and retaining key personnel. Although our directors and officers 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 with which we pursue a business combination. Additionally,
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.
Our
management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control
of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.
We
may structure our initial business combination so that the post-business combination company in which our public shareholders own shares
will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if
the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment
Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-business combination company owns
50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a
minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination.
For example, we could pursue a transaction in which we issue a substantial number of new 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 Class A ordinary shares, our shareholders immediately prior
to such transaction could own less than a majority of our outstanding Class A 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 portion
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 seek business combination opportunities with a high degree of complexity that require significant operational improvements, which
could delay or prevent us from achieving our desired results.
We
may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements.
While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements,
the business combination may not be as successful as we anticipate.
To
the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we
may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent
us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business
and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business
combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated,
we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and
leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business.
Such combination may not be as successful as a combination with a smaller, less complex organization.
We
do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete
our initial business combination with which a substantial majority of our shareholders do not agree.
Our
Second A&R Articles does not provide a specified maximum redemption threshold. As a result, we may be able to complete our initial
business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed
their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with
our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their
shares to our Sponsor, officers, directors, advisors or 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 effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their
charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our
memorandum and articles of association then existing 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 recent past, amended various provisions of their charters
and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business
combination, increased redemption thresholds, extended the time to consummate an initial business combination and, with respect to their
warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our Second
A&R Articles will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval
of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant
agreements will require a vote of holders of at least 65% of the public warrants and, solely with respect to any amendment to the terms
of the private placement warrants or any provision of the warrant agreements with respect to the private placement warrants, 65% of the
number of the then outstanding private placement warrants.
Our
Sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially
in a manner that you do not support.
In
connection with the Extension EGM and as a result of the redemption of public shares by our public shareholders, our Sponsor owns, on
an as-converted basis, approximately 98% of our issued and outstanding ordinary shares. Accordingly, it may exert a substantial influence
on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our memorandum and
articles of association then existing. If our Sponsor purchases any additional Class A ordinary shares in the aftermarket or in privately
negotiated transactions, this would increase its control. Neither our Sponsor nor, to our knowledge, any of our officers or directors,
have any current intention to purchase additional securities, other than as disclosed in this Annual Report. 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,
we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor.
We
may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of
at least 65% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise
period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all
without your approval.
Our
warrants were issued in registered form under warrant agreements between Continental Stock Transfer & Trust Company, as warrant agent,
and us. The warrant agreements provide that the terms of the warrants may be amended without the consent of any holder for the purpose
of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreements to the description
of the terms of the warrants and the warrant agreements set forth in the IPO Registration Statement, or defective provision (ii) amending
the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreements or (iii)
adding or changing any provisions with respect to matters or questions arising under the warrant agreements as the parties to the warrant
agreements may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of
the warrants, provided that the approval by the holders of at least 65% of the then-outstanding public warrants is required 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
and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreements with
respect to the private placement warrants, 65% of the number of the then outstanding private placement warrants. Although our ability
to amend the terms of the public warrants with the consent of at least 65% of the then-outstanding public warrants is unlimited, examples
of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into
cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.
Our
warrant agreements designate the courts of the State of New York or the United States District Court for the Southern District of New
York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which
could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
Our
warrant agreements provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating
in any way to the warrant agreements, including under the Securities Act, will be brought and enforced in the courts of the State of
New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction,
which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding
the foregoing, these provisions of the warrant agreements will not apply to suits brought to enforce any liability or duty created by
the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and
to have consented to the forum provisions in our warrant agreements. If any action, the subject matter of which is within the scope the
forum provisions of the warrant agreements, is filed in a court other than a court of the State of New York or the United States District
Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall
be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection
with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service
of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign
action as agent for such warrant holder.
This
choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for
disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreements
inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs
associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition
and results of operations and result in a diversion of the time and resources of our management and board of directors.
We
may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We
have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at
a price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share
(as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days
within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain
other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable
to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the
warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants
could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to
do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the
nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less
than the market value of your warrants.
None
of the private placement warrants will be redeemable by us.
Our
warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial
business combination.
We
have issued warrants to purchase 12,650,000 of our Class A ordinary shares as part of the units offered in the Initial Public Offering
and, accounting for the closing of our Initial Public Offering and the Over-Allotment Option, we have issued in a private placement an
aggregate of 8,875,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject
to adjustment. In addition, if the Sponsor, its affiliates or a member of our management team makes any working capital loans, it may
convert up to $1,500,000 of such loans into up to an additional 1,500,000 private placement warrants, at the price of $1.00 per warrant.
We may also issue Class A ordinary shares in connection with our redemption of our warrants.
To
the extent we issue ordinary shares for any reason, including to effectuate a 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 transaction. Therefore, our warrants may make it
more difficult to effectuate a business transaction or increase the cost of acquiring the target business.
Because
each unit contains one-half of one redeemable 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-half of one redeemable warrant. Pursuant to the warrant agreements, no fractional warrants will be issued upon separation
of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional
interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued
to the warrant holder. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants
upon completion of a business combination since the warrants will be exercisable in the aggregate for one-half of the number of shares
compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive merger
partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if a unit included a warrant
to purchase one whole share.
A
provision of our warrant agreements may make it more difficult for us to consummate an initial business combination.
Unlike
many blank check companies, if (i) 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 a Newly Issued Price of less than $9.20 per ordinary share, (ii)
the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions),
and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of
the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the
nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us
to consummate an initial business combination with a target business.
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 (“GAAP”), or international financial reporting standards as issued by the International Accounting Standards
Board (“IFRS”), depending on the circumstances and the historical financial statements may be required to be audited in accordance
with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement
requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such 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.
As
we are a “foreign private issuer” and follow certain home country corporate governance practices, our shareholders may not
have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.
We
are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities
Act. As a “foreign private issuer,” we have the option to follow certain home country corporate governance practices rather
than those of Nasdaq, provided that we disclose the requirements that we are not following and describe the home country practices that
we are following. As a “foreign private issuer,” we are relying on Rule 5615(a)(3) of the Nasdaq rules to exempt
us from: (i) the requirement that on or after December 13, 2022 (the one-year anniversary of the IPO) a majority of our Board
of Directors be comprised of independent directors, (ii) the audit committee requirement to have at least three independent directors
(each of whom must meet the requisite independence standard) and (iii) the compensation committee requirement to have at least two
independent directors (each of whom must meet the requisite independence standards). As a result, our shareholders may not have the same
protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.
On
November 9, 2022, we filed with the SEC a Current Report on Form 8-K disclosing that, on November 8, 2022, our Board of
Directors accepted the resignations of (i) Mr. Pierre Etienne Lallia and Mr. Massimo Prelz-Oltramonti as board members
and (ii) Mr. Simon Baker as a board member (including his position as Co-Executive Chairman of the board) and as Chief Operating
Officer and Executive Head of M&A. Mr. Lallia and Mr. Prelz-Oltramonti each served on the board’s audit committee
with Mr. Prelz-Oltramonti also serving on the board’s compensation committee and nominating committee. The decisions of Mr. Lallia,
Mr. Prelz-Oltramonti and Mr. Baker to resign as, as applicable, a director and executive officer (in the case of Mr. Baker),
was not the result of any dispute or disagreement with the Company on any matter relating to our operation, policies or practices. Following
these resignations, our Board of Directors comprises three members, including one independent director — Mr. Cem
Habib. Mr. Habib serves on the Audit, Compensation and nominating committees, and our Board of Directors has designated Mr. Habib
as the audit committee’s financial expert.
Three
directors (including two independent directors) recently departed from our Board of Directors, resulting in our Board of Directors having
only one independent director, increasing the burden on the remaining board members (particularly the sole independent director), and
making it more difficult for us to attract new directors to our Board of Directors, particularly given the limited remaining time for
us to complete our initial business combination.
On
November 8, 2022, our Board of Directors accepted the resignations of two independent directors (Mr. Pierre Etienne Lallia
and Mr. Massimo Prelz-Oltramonti) and one executive director (Mr. Simon Baker). Each of these directors resigned for personal
reasons, including no longer wanting to undertake the responsibilities required as a director of a publicly listed company, and, as confirmed
by each departing director, not as a result of any dispute or disagreement with us or our Board of Directors on any matter relating to
our operation, policies or practices. Our Board of Directors currently comprises three members, with only one independent director — Mr. Cem
Habib. As a result of these departures, the burden on the remaining directors has increased. For example, Mr. Habib serves as the
sole member of our audit committee, as well as our compensation and nominating committees. These departures, together with the limited
expected life of our Company prior to completing any initial business combination and general market conditions, may make it more difficult
for us to attract potential new directors.
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 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 an election to opt out is irrevocable. We have elected not to opt out of such
extended transition period which means that when a standard is issued or revised and it has different application dates for public or
private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new
or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth
company nor an emerging growth company 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 30, 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 30. To the extent
we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies
difficult or impossible.
Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial
financial and management resources, and increase the time and costs of completing an acquisition.
The
fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us
as compared to other public companies because a target business with which we seek to complete our initial business combination may not
be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal
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.
Because
we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to
protect your rights through the U.S. federal courts may be limited.
We
are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service
of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts
against our directors or officers.
Our
corporate affairs are governed by our Second A&R Articles, the Companies Act (as the same may be supplemented or amended from time
to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights
of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors
to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands
is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions
of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and
the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial
precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared
to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate
law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the
United States.
We
have been advised by Conyers Dill & Pearman LLP, 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.
Provisions
in our Second A&R Articles 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
Second A&R Articles contains provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in
their best interests. These provisions include a staggered board of directors, the ability of the board of directors to designate the
terms of and issue new series of preference shares, and the fact that prior to the completion of our initial business combination only
holders of our Founder Shares, which have been issued to our Sponsor, are entitled to vote on the appointment of directors, 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.
Cyber
incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
We
depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of
third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,
or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary
information and sensitive or confidential data. As an early stage company without significant investments in data security protection,
we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or
to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of
them, could have adverse consequences on our business and lead to financial loss.
Investors
should not place undue reliance on Nomura previously acting as our financial advisor in connection with a potential business combination.
Nomura
has taken various actions to avoid being associated with the disclosure or underlying business analysis related to the BCA and related
transactions. Effective June 11, 2022, Nomura resigned as our financial advisor with respect to any business combination and waived
its rights to the payment of any transaction fee, tail transaction fee or expense reimbursement under the related engagement letter with
us. The resignation was not the result of any dispute or disagreement or any matter relating to our operations, policies, procedures
or practices and no additional financial advisory fees or consideration has been given to Nomura since its resignation. While acting
as our financial advisor, Nomura did not provide any financial or valuation analysis in connection with the BCA and related transactions.
On
October 7, 2022, Nomura delivered a notice to the SEC, pursuant to Section 11(b)(1) of the Securities Act, prospectively
disclaiming responsibility for the proposed prospectus/proxy statement intended to be filed in relation to the BCA. On January 26,
2023, Nomura also waived its $13.9 million deferred underwriting commission in relation to our Initial Public Offering that would
otherwise be payable in connection with the closing of any business combination. We understand that (i) the SEC has received similar
Section 11(b)(1) letters from Nomura and other investment banks in connection with other business combination transactions
involving special purpose acquisition companies and (ii) other investment banks involved in the IPO of these companies have similarly
waived the deferred portion of their IPO-related commissions.
Risks
Associated with Acquiring and Operating a Business in Foreign Countries
If
we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may
face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect
such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.
If
we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we would
be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing
our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments,
regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.
If
we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated
with companies operating in an international setting, including any of the following:
| ● | costs
and difficulties inherent in managing cross-border business operations; |
| ● | rules
and regulations regarding currency redemption; |
| ● | complex
withholding taxes on individuals; |
| ● | laws
governing the manner in which future business combinations may be effected; |
| ● | exchange
listing and/or delisting requirements; |
| ● | tariffs
and trade barriers; |
| ● | regulations
related to customs and import/export matters; |
| ● | local
or regional regulations, economic policies and market conditions; |
| ● | unexpected
changes in regulatory requirements; |
| ● | tax
issues, such as tax law changes and variations in tax laws as compared to the United States; |
| ● | currency
fluctuations and exchange controls; |
| ● | challenges
in collecting accounts receivable; |
| ● | cultural
and language differences; |
| ● | underdeveloped
or unpredictable legal or regulatory systems and challenges of managing legal disputes in
foreign jurisdictions; |
| ● | greater
difficulty enforcing intellectual property rights and less robust protection of intellectual
property rights; |
| ● | social
unrest, crime, strikes, riots and civil disturbances; |
| ● | regime
changes and economic and political instability; |
| ● | terrorist
attacks, natural disasters, public health crises and epidemics, and wars; and |
| ● | deterioration
of political relations with the United States. |
We
may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business
combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial
condition and results of operations.
Any
potential business combination with a foreign target company may be delayed or ultimately prohibited and we may not be able to complete
such potential business combination since it may be subject to regulatory review and approval requirements, including pursuant to foreign
investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”),
or may be ultimately prohibited.
Any
potential business combination with a foreign target company may be subject to regulatory review and approval requirements by governmental
entities, which may cause such business combination to be delayed or ultimately prohibited. For example, CFIUS has authority to review
direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors
to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct
and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. If CFIUS determines that
an investment threatens national security, CFIUS has the power to impose restrictions on the investment or recommend that the President
prohibit and/or unwind it. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other
factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and
the nature of any information or governance rights involved.
It
is noted that (i) we are a Cayman Islands exempted company and a foreign private issuer (for U.S. securities law purposes), (ii) our
Sponsor is a Cayman Islands limited liability company whose sole member is a non-U.S. person and our largest shareholder and (iii) following
any potential business combination, it is likely that our Sponsor will be a significant shareholder of the post-combination company.
In the event that a potential business combination may be subject to or impacted by a CFIUS review, we may determine to submit to CFIUS
review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after
closing the transaction. CFIUS may decide to block or delay any proposed business combination, or impose conditions with respect to it,
which may delay or prevent us from consummating such business combination.
The process of government review, whether by CFIUS or otherwise, could
be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals
by September 13, 2023 may force us to liquidate. If we are unable to consummate a business combination by September 13, 2023, including
as a result of extended regulatory review, 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 100% of our public shares, at a per-share price, payable in
cash equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account
and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding public shares, which redemption will completely extinguish our public shareholders’ rights as shareholders (including
the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our
shareholders will miss the opportunity to benefit from any business combination and the chance of realizing any future gains in the value
of such investment. Additionally, there will be no redemption rights or liquidating distributions with respect to outstanding warrants,
which will expire worthless if we fail to complete an initial business combination by September 13, 2023. In the event of such distribution,
it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will
be less than $10.39 per share.
If
our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time
and resources becoming familiar with such laws, which could lead to various regulatory issues.
Following
our initial business combination, our management may resign from their positions as officers or directors of the company and the management
of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar
with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time
and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues
which may adversely affect our operations.
After
our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue
may be derived from our operations in any such country. Accordingly, our results of operations and prospects will be subject, to a significant
extent, to the economic, political and social conditions and government policies, developments and conditions in the 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.
We
may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may
govern some or all of our future material agreements and we may not be able to enforce our legal rights.
In
connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another
jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The
system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as
in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss
of business, business opportunities or capital.
In
addition, 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.
We
are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased
both our costs and the risk of non-compliance.
We
are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection
of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable
law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased
general and administrative expenses and a diversion of management time and attention from seeking a business combination target.
Moreover,
because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time
as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs
necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations
and any subsequent changes, we may be subject to penalty and our business may be harmed.