Item
1. Business.
Overview
We
intend to capitalize on the approximately 70 years of combined experience of our co-founders, Gary D. Cohn and Clifton S. Robbins, in
investing and managing capital across markets and industries, structuring transactions, and building businesses, and on their respective
and complementary vast and unique global networks of relationships to source and diligence transaction opportunities and add post-transaction
value. Our founders have enjoyed a longstanding personal and professional relationship spanning more than twenty years and share a common
vision for investing and building world class businesses. Our founders bring highly complementary capabilities across private equity,
public market investing, hedge funds, investment banking and financial services, venture capital and government. Through their respective
careers they have worked with founders, boards and management teams of companies operating across a broad range of industries in various
stages of their life cycles and with enterprise values ranging from micro-cap to the largest in the Fortune 500, including particular
and sustained focus on middle market companies.
We
are a blank check company incorporated as a Cayman Islands exempted company on July 13, 2020. We were formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
or entities (a “Business Combination”). We may pursue an initial business combination target in any industry or geographic
location. Our sponsor is Cohn Robbins Sponsor LLC, a Delaware limited liability company (our “Sponsor”).
Our
registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on September
8, 2020. On September 11, 2020, we consummated our Initial Public Offering of 82,800,000 units (the “Units” and, with respect
to the Class A ordinary shares included in the Units offered, the “Public Shares”), including 10,800,000 additional Units
to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $828.0 million, and
incurring offering costs of $46,191,135, inclusive of $28,980,000 in deferred underwriting commissions.
Simultaneously
with the closing of the Initial Public Offering, we consummated the sale of 12,373,333 warrants (each a “Private Placement Warrant”
and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement
to our Sponsor, generating gross proceeds of $18,560,000.
Upon
the closing of the Initial Public Offering and the sale of Private Placement Warrants, $828.0 million ($10.00 per Unit) of the net proceeds
of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust
Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States government treasury
bills, with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions
under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by us,
until the earliest of: (i) the completion of an initial Business Combination and (ii) the distribution of the funds in the Trust Account
to our shareholders, as described below.
Our
management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale
of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses
or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (net of amounts disbursed to management
for working capital purposes, if permitted and excluding the deferred underwriting commissions and taxes payable on the interest earned
on the Trust Account). We will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or
more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business
sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that
we will be able to successfully effect a Business Combination.
We
intend to effectuate a Business Combination using the proceeds from the Initial Public Offering and sale of the Private Placement Warrants,
our shares, debt or a combination of cash, shares and debt. We have not engaged in, and we will not engage in, any operations until we
complete a Business Combination, and we have not generated any operating revenue to date. We will not generate any operating revenues
until after completion of our initial Business Combination, at the earliest. We generate non-operating income in the form of interest
income from the proceeds derived from the Initial Public Offering. Our entire activity from inception through December 31, 2020 related
to our formation, the preparation for the Initial Public Offering, and following the closing of the Initial Public Offering, the search
for a prospective initial Business Combination. Based on our business activities, we are a “shell company” as defined under
the Exchange Act of 1934, as amended (the “Exchange Act”), because we have no operations and nominal assets consisting almost
entirely of cash.
We
will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion
of their Public Shares upon the completion of the 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 Business
Combination or conduct a tender offer will be made by us, solely in our discretion. The Public Shareholders will be entitled to redeem
their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to
the consummation of the Business Combination (initially $10.00 per Public Share), including any interest (which interest shall be net
of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations. The per-share
amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting
commissions we pay to the underwriters of the Initial Public Offering. There will be no redemption rights upon the completion of a Business
Combination with respect to the Company’s warrants.
We
have until September 11, 2022 to consummate a Business Combination (the “Combination Period”). However, if we have not completed
a Business Combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to us to fund our working capital requirements (less up to $100,000 of interest to pay dissolution
expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which
redemption will completely extinguish the rights of the Public Shareholders 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
Public 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 complete a Business Combination within the Combination
Period.
Effecting
a Business Combination
Our
Business Strategy
Our
business strategy is to identify and complete our initial Business Combination with a company that complements the experience of our
founders and can benefit from their sourcing, investing, governance and public market and value-enhancement expertise. Our selection
process will capitalize on our founders’ vast and unique networks of relationships to both source a transaction as well as implement
an operational and growth strategy. These networks have been developed through our founders’ well-established experience across
private and public market investing, global financial services and government where they have demonstrated a distinct combination of
capabilities including:
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Broad
and diverse network of operational, investment and transactional relationships to provide
access to unique deal flow as well as experienced operators and management teams;
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Broad
and diverse network at the highest levels of the financial services and asset management
industry;
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Extensive
experience identifying, evaluating and executing M&A transactions both through private
equity funds as well as through public companies in which he has invested, including sourcing,
structuring, diligencing, acquiring, operating, developing, growing, financing and selling
businesses;
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Extensive
experience operating businesses, allocating capital and managing risk across a broad array
of markets;
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Track
record of applying a private equity approach to public equity investing across multiple industries,
working with companies and corporate boards on matters ranging from operational improvements,
capital allocation and strategic growth opportunities;
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Deep
understanding and connectivity across the capital markets to position companies and help
management teams transition from private to public ownership;
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Wide-ranging and
meaningful relationships with a range of sellers such as private equity firms, entrepreneurs
and corporates, active and retired executives and financing providers to source ideas and
targets;
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Unique
perspective on private and public sectors and evolving regulatory landscape across the broader
business communities;
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Deep
experience as an operator, risk-taker, business builder and manager at a complex and world
class global financial institutions;
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Flexible
approach and experience working with companies to develop an appropriate capital structure
and ongoing ownership;
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History
of aligning management and shareholder interests through the development of compensation
plans that allow management to participate in long term shareholder value creation;
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Extensive
history of serving on public boards and working with public companies to effect change; and
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Demonstrated
background in identifying and implementing material environmental, social and governance
frameworks while staying consistent with investment fundamentals to create long-term value.
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Business
Combination Criteria
Consistent
with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating
prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide
to enter into our initial Business Combination with a target business that does not meet these criteria and guidelines. We intend to
acquire one or more businesses that we believe:
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Have
a strong position within their industry with identified competitive advantages, established
customer relationships and barriers to entry;
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Have
a strong management team that can benefit from our founders’ expertise and networks
to help source additional deal flow, executives, board members, operators, partners and capital
providers;
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Can
benefit from being a public company with access to broader capital markets to help achieve
the company’s business strategy and capital structure needs;
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Are
undervalued, with sub-optimal capital structures where our capital and corporate finance
expertise can provide a solution to unlock value;
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Present
unique dynamics and needs under current ownership providing an opportunity for our founders
to utilize their structuring expertise and investment experience to negotiate an attractive
transaction;
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Are
in the midst of undergoing a change in strategy, adapting to evolving industry dynamics or
evaluating other transformational initiatives where we believe our expertise and capital
can help accelerate execution and result in an attractive risk-adjusted return for our
shareholders;
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Illustrate
attractive earnings and growth potential and operate in an industry with positive trends
and growth dynamics; and
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Have
been able to withstand and adapt to recent economic and market volatility, or have a path
to do so.
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These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination may be
based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management
may deem relevant. In the event that we decide to enter into our initial Business Combination with a target business that does not meet
the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications
related to our initial Business Combination, which would be in the form of proxy solicitation materials or tender offer documents that
we would file with the SEC.
In
addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be
brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large
business enterprises seeking to divest non-core assets or divisions.
Additional
Disclosures
Our
Acquisition Process
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 call upon our founders’
networks of relationships with CEOs, board members and members of executive management teams, to provide specialized insights into their
areas of expertise, and utilize our operational and capital planning experience.
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.
Certain
of our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations
to other entities 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 such officer’s and director’s 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 amended and restated memorandum and articles of association
provide that we renounce our interest in any Business Combination opportunity offered to any director or officer unless such opportunity
is expressly offered to such person solely in his or her capacity as a director or officer of the Company and it is an opportunity that
we are able to complete on a reasonable basis.
Initial
Business Combination
The
rules of the New York Stock Exchange (the “NYSE”) require that our initial Business Combination must be with one or more
operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts
disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount).
We refer to this as the 80% of net assets test. If our board of directors is not able independently to determine the fair market value
of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity
that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple
businesses in unrelated industries in conjunction with our initial Business Combination, although there is no assurance that will be
the case.
We
anticipate structuring our initial Business Combination so that the post-transaction company in which our Public Shareholders own shares
will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however,
structure our initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or
assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons,
but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding
voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required
to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more
of the voting securities of the target, our shareholders prior to our initial Business Combination may collectively own a minority interest
in the post-transaction company, depending on valuations ascribed to the target and us in our initial Business Combination transaction.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and
outstanding capital stock, shares or other equity securities of a target business or issue a substantial number of new shares to third-parties
in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target.
However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial Business
Combination could own less than a majority of our issued and outstanding shares subsequent to our initial Business Combination. If less
than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,
the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test.
If our initial Business Combination involves more than one target business, the 80% of net assets test will be based on the aggregate
value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever reason, we would
no longer be required to meet the foregoing 80% of net assets test.
Competition
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. Additionally, the number of blank check
companies looking for Business Combination targets has increased compared to recent years and many of these blank check companies are
sponsored by entities or persons that have significant experience with completing Business Combinations. While we believe there are numerous
target businesses we could potentially acquire with the net proceeds from the Initial Public Offering and 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, in the event we seek shareholder approval of our initial Business Combination and we are obligated to
pay cash for our Class A ordinary shares, it will potentially 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.
Employees
Other
than Mr. Robbins who intends to devote substantially all of his business time to our company, we do not intend to have any full-time
employees prior to the completion of our initial Business Combination. Members of our management team are not obligated to devote any
specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we
have completed our initial Business Combination. The amount of time that any such person will devote in any time period will vary based
on whether a target business has been selected for our initial Business Combination and the current stage of the Business Combination
process.
Item
1.A. 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, 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.
The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of,
or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition
and operating results.
Risks
Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination
Our
public shareholders may not be afforded an opportunity to vote on our proposed Business Combination, which means we may complete our
initial Business Combination even though a majority of our public shareholders do not support such a combination.
We
may not hold a shareholder vote to approve our initial Business Combination unless the Business Combination would require shareholder
approval under applicable law or stock exchange rules or if we decide to hold a shareholder vote for business or other reasons. For instance,
the rules of the NYSE currently allow us to engage in a tender offer in lieu of a general meeting, but would still require us to obtain
shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares to a target business as consideration
in any Business Combination. Therefore, if we were structuring a Business Combination that required us to issue more than 20% of our
issued and outstanding shares, we would seek shareholder approval of such Business Combination. However, except as required by applicable
law or stock exchange rules, the decision as to whether we will seek shareholder approval of a proposed Business Combination or will
allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a
variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek
shareholder approval. Accordingly, we may consummate our initial Business Combination even if holders of a majority of the issued and
outstanding ordinary shares do not approve of the Business Combination we consummate.
If
we seek shareholder approval of our initial Business Combination, our initial shareholders, directors and officers have agreed to vote
in favor of such initial Business Combination, regardless of how our public shareholders vote.
Unlike
some other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority
of the votes cast by the public shareholders in connection with an initial Business Combination, our initial shareholders, directors
and officers have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with
us, to vote their founder shares and any public shares held by them in favor of our initial Business Combination. As a result, in addition
to our initial shareholders’ founder shares, we would need 31,050,001, or 37.5% (assuming all issued and outstanding shares are
voted), or 5,175,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 82,800,000 public
shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination in order to have such initial Business
Combination approved. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with
respect to public shares acquired by them, if any. We expect that our initial shareholders and their permitted transferees will own at
least 20% of our issued and outstanding ordinary shares at the time of any such shareholder vote. Accordingly, if we seek shareholder
approval of our initial Business Combination, it is more likely that the necessary shareholder approval will be received than would be
the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.
Your
only opportunity to affect the investment decision regarding a potential Business Combination will be limited to the exercise of your
right to redeem your shares from us for cash, unless we seek shareholder approval of such Business Combination.
Since
our board of directors may complete a Business Combination without seeking shareholder approval, public shareholders may not have the
right or opportunity to vote on the Business Combination, unless we seek such shareholder approval. Accordingly, if we do not seek shareholder
approval, your only opportunity to affect the investment decision regarding a potential Business Combination 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.
The
ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential Business
Combination targets, which may make it difficult for us to enter into a Business Combination with a target.
We
may seek to enter into a Business Combination transaction agreement with a prospective target that requires as a closing condition that
we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not
be able to meet such closing condition and, as a result, would not be able to proceed with the Business Combination. The amount of the
deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with
a Business Combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial
Business Combination. If we are able to consummate an initial Business Combination, the per-share value of shares held by non-redeeming shareholders
will reflect our obligation to pay and the payment of the deferred underwriting commissions. Furthermore, in no event will we redeem
our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any
greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial Business Combination. Consequently,
if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater
amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related Business
Combination and may instead search for an alternate Business Combination. Prospective targets will be aware of these risks and, thus,
may be reluctant to enter into a Business Combination transaction with us.
The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete
the most desirable Business Combination or optimize our capital structure.
At
the time we enter into an agreement for our initial Business Combination, we will not know how many shareholders may exercise their redemption
rights and, therefore, we will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the
purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust
Account to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares is submitted
for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the
Trust Account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances
or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most
desirable Business Combination available to us or optimize our capital structure.
The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability
that our initial Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If
our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, the probability that our initial Business Combination would be unsuccessful
increases. If our initial Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until
we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market;
however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation,
you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate
or you are able to sell your shares in the open market.
The
requirement that we complete our initial Business Combination within the prescribed time frame may give potential target businesses leverage
over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business
Combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial
Business Combination on terms that would produce value for our shareholders.
Any
potential target business with which we enter into negotiations concerning a Business Combination will be aware that we must complete
our initial Business Combination within 24 months from the closing of the Initial Public Offering. Consequently, such target business
may obtain leverage over us in negotiating a Business Combination, knowing that if we do not complete our initial Business Combination
with that particular target business, we may be unable to complete our initial Business Combination with any target business. This risk
will increase as we get closer to the end of the 24-month period. 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.
We
may not be able to complete our initial Business Combination within the prescribed time frame, 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 $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
Our
Sponsor, directors and officers have agreed that we must complete our initial Business Combination within 24 months from the closing
of the Initial Public Offering. We may not be able to find a suitable target business and complete our initial Business Combination within
such time period. Our ability to complete our initial Business Combination may be negatively impacted by general market conditions, volatility
in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues to grow both
in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit
our ability to complete our initial Business Combination, including as a result of increased market volatility, decreased market liquidity
and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 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 completed our initial Business Combination within such time period, we will: (1) cease all operations except for the purpose
of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest
to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public
shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman
Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may
receive only $10.00 per share, or less than $10.00 per 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 $10.00 per share” and other risk factors herein.
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 coronavirus (“COVID-19”) outbreak and other events and the status of debt and equity markets.
In
December 2019, a novel strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout parts
of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of COVID-19
a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary
Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19,
and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic.” The COVID-19 outbreak
has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious
diseases) could adversely affect, economies and financial markets worldwide, business operations and the conduct of commerce generally,
and the business of any potential target business with which we consummate a Business Combination could be, or may already have been,
materially and adversely affected. Furthermore, we may be unable to complete a Business Combination if concerns relating to COVID-19
continue to restrict travel or limit the ability to have meetings with potential investors, or the target company’s personnel,
vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19
impacts our search for a Business Combination will depend on future developments, which are highly uncertain and cannot be predicted,
including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact,
among others. If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters or a significant outbreak
of other infectious diseases) continue for an extensive period of time, our ability to consummate a Business Combination, or the operations
of a target business with which we ultimately consummate a Business Combination, may be materially adversely affected.
In
addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted
by COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including
as a result of increased market volatility and decreased market liquidity and third-party financing being unavailable on terms acceptable
to us or at all.
Finally,
the outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this “Risk Factors”
section, such as those related to the market for our securities.
If
we seek shareholder approval of our initial Business Combination, our Sponsor, directors, officers, advisors or any of their affiliates
may elect to purchase shares or warrants from public shareholders, which may influence a vote on a proposed Business Combination and
reduce the public “float” of 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, officers, advisors or any of 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.
Any
such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares
in connection with our initial Business Combination. 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, officers, advisors
or any of 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, our Sponsor, directors,
officers, advisors or any of their affiliates are under no obligation or duty to do so and 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. The purpose of such
purchases could be to vote such shares in favor of our initial Business Combination and thereby increase the likelihood of obtaining
shareholder approval of our initial Business Combination or to satisfy a closing condition in an agreement with a target that requires
us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that
such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public
warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial
Business Combination. This may result in the completion of our initial Business Combination that may not otherwise have been possible.
In
addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities
may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national
securities exchange.
If
a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial Business Combination, or
fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
We
will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial Business
Combination. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable,
such shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials,
as applicable, that we will furnish to holders of our public shares in connection with our initial Business Combination will describe
the various procedures that must be complied with in order to validly tender or redeem public shares. In the event that a shareholder
fails to comply with these procedures, its shares may not be redeemed.
You
are not entitled to protections normally afforded to investors of many other blank check companies.
Because
we had net tangible assets in excess of $5,000,000 upon the successful completion of the Initial Public Offering and sale of the Private
Placement Warrants and filed a Current Report on Form 8-K, including an audited balance sheet of the company demonstrating this fact,
we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors
are not afforded the benefits or protections of those rules. Among other things, this means we will have a longer period of time to complete
our initial Business Combination than do companies subject to Rule 419. Moreover, if the Initial Public Offering was subject to Rule
419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds
in the Trust Account were released to us in connection with our 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 amended and restated memorandum and articles of association provide that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to
more than an aggregate of 15% of the shares sold in the 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 completed our initial Business Combination within the required time period, our public
shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, 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. Additionally, the number of blank check
companies looking for Business Combination targets has increased compared to recent years and many of these blank check companies are
sponsored by entities or persons that have significant experience with completing Business Combinations. While we believe there are numerous
target businesses we could potentially acquire with the net proceeds of the 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, in the event we seek shareholder approval of our initial Business Combination and we are obligated to
pay cash for our Class A ordinary shares, it will potentially 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
completed our initial Business Combination within the required time period, our public shareholders may receive only approximately $10.00
per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. See “—
If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount
received by shareholders may be less than $10.00 per share” and other risk factors herein.
As
the number of special purpose acquisition companies increases, there may be more competition to find an attractive target for an initial
Business Combination. This could increase the costs associated with completing our initial Business Combination and may result in our
inability to find a suitable target for our initial Business Combination.
In
recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many companies have
entered into Business Combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies
seeking targets for their initial Business Combination, as well as many additional special purpose acquisition companies currently in
registration. As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to
identify a suitable target for an initial Business Combination.
In
addition, because there are more special purpose acquisition companies seeking to enter into an initial Business Combination with available
targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target
companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry
sector downturns, geopolitical tensions or increases in the cost of additional capital needed to close Business Combinations or operate
targets post-Business Combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find a
suitable target for and/or complete our initial Business Combination.
If
the funds not being held in the Trust Account are insufficient to allow us to operate for at least the 24 months following the closing
of the Initial Public Offering, we may be unable to complete our initial Business Combination.
The
funds available to us outside of the Trust Account may not be sufficient to allow us to operate for at least the 24 months following
the closing of the Initial Public Offering, assuming that our initial Business Combination is not completed during that time. We expect
to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through potential
loans from certain of our affiliates are discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.” However, our affiliates are not obligated to make loans to us in the future, and we may not be able
to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact
the analysis regarding our ability to continue as a going concern at such time.
Of
the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search
for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision
in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies 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 enter 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 have not completed our initial Business
Combination within the required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain
circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. See “— If third parties bring
claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders
may be less than $10.00 per share” and other risk factors herein.
Changes
in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and
complete an initial Business Combination.
In
recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed in ways
adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the
premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These
trends may continue into the future.
The
increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive
for us to negotiate and complete an initial Business Combination. In order to obtain directors and officers liability insurance or modify
its coverage as a result of becoming a public company, the post-Business Combination entity might need to incur greater expense and/or
accept less favorable terms. Furthermore, any failure to obtain adequate directors and officers liability insurance could have an adverse
impact on the post-Business Combination’s ability to attract and retain qualified officers and directors.
In
addition, after completion of any initial Business Combination, our directors and officers could be subject to potential liability from
claims arising from conduct alleged to have occurred prior to such initial Business Combination. As a result, in order to protect our
directors and officers, the post-Business Combination entity may need to purchase additional insurance with respect to any such claims
(“run-off insurance”). The need for run-off insurance would be an added expense for the post-Business Combination entity
and could interfere with or frustrate our ability to consummate an initial Business Combination on terms favorable to our investors.
If
third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received
by shareholders may be less than $10.00 per share.
Our
placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we 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 enter into an agreement with a third party that has not executed a waiver only 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 we are unable to find a service provider willing to execute a waiver. In addition, there
is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any
negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of
our public shares, if we have not completed our initial Business Combination within the required time period, or upon the exercise of
a redemption right in connection with our initial Business Combination, we will be required to provide for payment of claims of creditors
that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption
amount received by public shareholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims
of such creditors.
Our
Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than 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 amount of funds in the Trust Account to below (1) $10.00 per public share or (2) such lesser
amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value
of the trust assets, in each case net of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed
a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters
of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that
an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability
for such third-party claims. We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity
obligations and believe that our Sponsor’s only assets are securities of our company. Our Sponsor may not have sufficient funds
available to satisfy those obligations. We have not asked our Sponsor to reserve for such obligations, and therefore, no funds are currently
set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds
available for our initial Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event,
we may not be able to complete our initial Business Combination, and you would receive such lesser amount per share in connection with
any redemption of your public shares. None of our directors or officers 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 (1) $10.00 per public share or (2) such lesser amount
per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust
assets, in each case net of interest which may be withdrawn to pay taxes, 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 may choose not to do so in any particular instance. If our independent directors choose
not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public shareholders
may be reduced below $10.00 per share.
The
securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value
of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per
share.
The
proceeds held in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less
or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct
U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest,
they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero
in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt
similar policies in the United States. In the event that we are unable to complete our initial Business Combination or make certain amendments
to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share
of the proceeds held in the Trust Account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to
complete our initial Business Combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in
trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.
If,
after we distribute the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition
or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy 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 winding-up or bankruptcy or insolvency
petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions
received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result,
a liquidator 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 by paying public shareholders from the Trust
Account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.
If,
before distributing the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition
or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors
in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by
our shareholders in connection with our liquidation may be reduced.
If,
before distributing the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy or insolvency
petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds
held in the Trust Account could be subject to applicable insolvency law, and may be included in our liquidation estate and subject to
the claims of third parties with priority over the claims of our shareholders. To the extent any liquidation claims deplete the Trust
Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation would 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:
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restrictions
on the nature of our investments; and
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restrictions
on the issuance of securities;
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each
of which may make it difficult for us to complete our initial Business Combination.
In
addition, we may have imposed upon us burdensome requirements, including:
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registration
as an investment company with the SEC;
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adoption
of a specific form of corporate structure; and
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reporting,
record keeping, voting, proxy and disclosure requirements and other rules and regulations
that we are currently not subject to.
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We
do not believe that our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the Trust
Account may be invested by the trustee only in U.S. government treasury bills with a maturity of 185 days or less or in money market
funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because
the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided
in Rule 3a-1 promulgated under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance
with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability
to complete a Business Combination. If we have not completed our initial Business Combination within the required time period, our public
shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account
and our warrants will expire worthless.
Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability
to negotiate and complete our initial Business Combination, and results of operations.
We
are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply
with certain SEC and other legal requirements, our initial Business Combination may be contingent on our ability to comply with certain
laws and regulations and any post-Business Combination company may be subject to additional laws and regulations. Compliance with, and
monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation
and application may also change from time to time 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 completed our initial Business Combination within 24 months of the closing of the Initial Public Offering, our public shareholders
may be forced to wait beyond such 24 months before redemption from our Trust Account.
If
we have not completed our initial Business Combination within 24 months from the closing of the Initial Public Offering, we will
distribute the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution
expenses and which interest shall be net of taxes payable), pro rata to our public shareholders by way of redemption and cease all operations
except for the purposes of winding up of our affairs, as further described herein. Any redemption of public shareholders from the Trust
Account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary
winding up. If we are required to windup, liquidate the Trust Account and distribute such amount therein, pro rata, to our public shareholders,
as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies
Act. In that case, investors may be forced to wait beyond the initial 24 months before the redemption proceeds of our Trust Account
become available to them and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation
to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial Business
Combination or amend certain provisions of our amended and restated memorandum and articles of association and then only in cases where
investors have properly sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders
be entitled to distributions if we have not completed our initial Business Combination within the required time period and do not amend
certain provisions of our amended and restated memorandum and articles of association prior thereto.
Our
shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their shares.
If
we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment
if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall
due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders.
Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad
faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the Trust Account prior to addressing
the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and
officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were
unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable for a fine
of up to approximately $18,300 and to imprisonment for five years in the Cayman Islands.
We
may not hold an annual general meeting until after the consummation of our initial Business Combination. Our public shareholders will
not have the right to elect or remove directors prior to the consummation of our initial Business Combination.
In
accordance with the NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after
our first fiscal year end following our listing on the NYSE. There is no requirement under the Companies Act for us to hold annual or
extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded
the opportunity to discuss company affairs with management. In addition, as holders of our Class A ordinary shares, our public shareholders
will not have the right to vote on the appointment of directors prior to consummation of our initial Business Combination. In addition,
holders of a majority of our founder shares may remove a member of the board of directors for any reason.
The
grant of registration rights to our initial shareholders and their permitted transferees 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.
At
or after the time of our initial Business Combination, our initial shareholders and their permitted transferees can demand that we register
the resale of their founder shares after those shares convert to our Class A ordinary shares. In addition, our Sponsor and its permitted
transferees can demand that we register the resale of the Private Placement Warrants and the Class A ordinary shares issuable upon exercise
of the Private Placement Warrants, and holders of warrants that may be issued upon conversion of working capital loans may demand that
we register the resale of such warrants or the Class A ordinary shares issuable upon exercise of such warrants. We will bear the cost
of registering these securities. The registration and availability of such a significant number of securities for trading in the public
market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration
rights may make our initial Business Combination more costly or difficult to conclude. This is because the shareholders of the target
business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact
on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders or their
permitted transferees, our Private Placement Warrants or warrants issued in connection with working capital loans are registered for
resale.
Because
we are not limited to a particular industry or any specific target businesses with which to pursue our initial Business Combination,
you will be unable to ascertain the merits or risks of any particular target business’s operations.
We
may seek to complete a Business Combination with an operating company of any size (subject to our satisfaction of the 80% of net assets
test) and in any industry, sector or geography. However, we will not, under our amended and restated memorandum and articles of association,
be permitted to effectuate our initial Business Combination solely with another blank check company or similar company with nominal operations.
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 development stage
entity. Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we cannot assure
you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due
diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances
that those risks will adversely impact a target business. We also cannot assure you that an investment in our securities will not ultimately
prove to be less favorable to our investors than a direct investment, if such opportunity were available, in a Business Combination target.
Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial
Business Combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to
have a remedy for such reduction in value.
We
may seek acquisition opportunities in industries outside of our management’s areas of expertise.
We
will consider a Business Combination in industries outside of our management’s areas or expertise, if a Business Combination candidate
is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. In the event we
elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be
directly applicable to its evaluation or operation, and 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 relevant to such acquisition. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant
holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities. Such shareholders
and warrant holders are unlikely to have a remedy for such reduction in value.
Although
we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may
enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target
business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general criteria
and guidelines.
Although
we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business
with which we enter into our initial Business Combination will not have all of these positive attributes. If we complete our initial
Business Combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful
as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective
Business Combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise
their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to
have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable
law or 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 completed our initial Business Combination within the required time period, our public shareholders
may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants
will expire worthless.
We
may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record
of revenue or earnings.
To
the extent we complete our initial Business Combination with an early stage company, a financially unstable business or an entity lacking
an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which
we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile
revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our 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.
We
are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm regarding fairness.
Consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company
from a financial point of view.
Unless
we complete our initial Business Combination with an affiliated entity, we are not required to obtain an opinion that the price we are
paying is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment
of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such
standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial
Business Combination.
We
may issue additional Class A ordinary shares or preferred shares to complete our initial Business Combination or under an employee incentive
plan after completion of our initial Business Combination. We may also issue Class A ordinary shares upon the conversion of the Class
B ordinary shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution
provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest
of our shareholders and likely present other risks.
Our
amended and restated memorandum and articles of association authorizes the issuance of up to 500,000,000 Class A ordinary shares, par
value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 undesignated preferred shares,
par value $0.0001 per share. As of December 31, 2020, there were 377,226,667 and 29,300,000 authorized but unissued Class A ordinary
shares and Class B ordinary shares, respectively, available for issuance, which amount takes into account shares reserved for issuance
upon exercise of outstanding warrants but not upon conversion of the Class B ordinary shares. Class B ordinary shares are convertible
into Class A ordinary shares, initially at a one-for-one ratio but subject to adjustment as set forth herein. As of December 31,
2020, there were no preferred shares issued and outstanding.
We
may issue a substantial number of additional Class A ordinary shares, and may issue preferred shares, in order to complete our initial
Business Combination or under an employee incentive plan after completion of our initial Business Combination. We may also issue Class
A ordinary shares to redeem the warrants or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at
the time of our initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated memorandum
and articles of association. However, our amended and restated memorandum and articles of association provide, among other things, that
prior to our initial Business Combination, we may not issue additional ordinary shares that would entitle the holders thereof to (1)
receive funds from the Trust Account or (2) vote as a class with our public shares on any initial Business Combination. The issuance
of additional ordinary shares or preferred shares:
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may
significantly dilute the equity interest of investors in the Initial Public Offering, which
dilution would increase if the anti-dilution provisions in the Class B ordinary shares
resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis
upon conversion of the Class B ordinary shares;
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may
subordinate the rights of holders of ordinary shares if preferred shares are issued with
rights senior to those afforded our ordinary shares;
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could
cause a change of control if a substantial number of our ordinary shares is 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 directors and officers;
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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;
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may
adversely affect prevailing market prices for our Units, ordinary shares and/or warrants;
and
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may
not result in adjustment to the exercise price of our warrants.
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Our
initial Business Combination or reincorporation may result in taxes imposed on shareholders or warrant holders.
We
may, subject to requisite shareholder approval by special resolution under the Companies Act, effect a Business Combination with a target
company in another jurisdiction, reincorporate in the jurisdiction in which the target company or business is located, or reincorporate
in another jurisdiction. Such transactions may result in a tax liability for a shareholder or warrant holder 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), in which
the target company is located, or in which we reincorporate. In the event of a reincorporation pursuant to our initial Business Combination,
such tax liability may attach prior to any consummation of redemptions. We do not intend to make any cash distributions to pay such taxes.
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 completed our initial Business Combination within the required time period,
our public shareholders may receive only approximately $10.00 per share, or less than such amount 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 completed our initial Business Combination within the required time period, our public
shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account
and our warrants will expire worthless.
We
may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated
with our Sponsor, directors or officers which may raise potential conflicts of interest.
In
light of the involvement of our Sponsor, directors and officers with other entities, we may decide to acquire one or more businesses
affiliated with our Sponsor, directors and officers. Certain of our directors and officers also serve as officers and board members for
other entities, including those described under “Item 10. Directors, Executive Officers and Corporate Governance — Conflicts
of Interest.” Such entities may compete with us for Business Combination opportunities. 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 and such transaction was approved by a majority of our independent
and disinterested directors. Despite our agreement that we, or a committee of independent and disinterested directors, will obtain an
opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, regarding the fairness
to our company from a financial point of view of a Business Combination with one or more domestic or international businesses affiliated
with our Sponsor, directors or officers, 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 initial shareholders will lose their entire investment in us if our initial Business Combination is not completed, a conflict of
interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination.
Our
initial shareholders hold 20,700,000 Founder Shares as of the date of this Annual Report, including 20,540,000 held by our Sponsor. The
founder shares will be worthless if we do not complete an initial Business Combination. In addition, our Sponsor purchased an aggregate
of 12,373,333 Private Placement Warrants, each exercisable for one Class A ordinary share, for a purchase price of $18,560,000 in the
aggregate, or $1.50 per warrant, that will also be worthless if we do not complete a Business Combination. Each Private Placement Warrant
may be exercised for one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein.
The
Founder Shares are identical to the ordinary shares included in the Units except that: (1) prior to our initial Business Combination,
only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares
may remove a member of the board of directors for any reason; (2) the founder shares are subject to certain transfer restrictions; (3)
our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to
waive: (i) their redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection with
the completion of our initial Business Combination; (ii) their redemption rights with respect to any founder shares and public shares
held by them in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify
the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of
our public shares if we do not complete our initial Business Combination within 24 months from the closing of the Initial Public
Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity;
and (iii) their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if we fail to
complete our initial Business Combination within 24 months from the closing of the Initial Public Offering (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 within the prescribed time frame); (4) the founder shares will automatically convert into our Class A ordinary shares
at the time of our initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment
pursuant to certain anti-dilution rights, as described in more detail below; and (5) the founder shares are entitled to registration
rights. If we submit our initial Business Combination to our public shareholders for a vote, our initial shareholders have agreed (and
their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares
and any public shares held by them purchased during or after the Initial Public Offering in favor of our initial Business Combination.
The
personal and financial interests of our Sponsor, directors and officers may influence their motivation in identifying and selecting a
target Business Combination, completing an initial Business Combination and influencing the operation of the business following the initial
Business Combination. This risk may become more acute as the 24-month deadline following the closing of the Initial Public Offering
nears, which is the deadline for the completion of our 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.
We
may choose to incur substantial debt to complete our initial Business Combination. We have agreed that we will not incur any indebtedness
unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust
Account. As such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account. Nevertheless,
the incurrence of debt could have a variety of negative effects, including:
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default
and foreclosure on our assets if our operating revenues after an initial Business Combination
are insufficient to repay our debt obligations;
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acceleration
of our obligations to repay the indebtedness even if we make all principal and interest payments
when due if we breach certain covenants that require the maintenance of certain financial
ratios or reserves without a waiver or renegotiation of that covenant;
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our
immediate payment of all principal and accrued interest, if any, if the debt is payable on
demand;
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our
inability to obtain necessary additional financing if the debt contains covenants restricting
our ability to obtain such financing while the debt is outstanding;
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our
inability to pay dividends on our ordinary shares;
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using
a substantial portion of our cash flow to pay principal and interest on our debt, which will
reduce the funds available for dividends on our ordinary shares if declared, expenses, capital
expenditures, acquisitions and other general corporate purposes;
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limitations
on our flexibility in planning for and reacting to changes in our business and in the industry
in which we operate;
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increased
vulnerability to adverse changes in general economic, industry and competitive conditions
and adverse changes in government regulation; and
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limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt.
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We
may be able to complete only one Business Combination with the proceeds of the 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 risks. Further, we would not be able to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several
Business Combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may
be:
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solely
dependent upon the performance of a single business, property or asset; or
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dependent
upon the development or market acceptance of a single or limited number of products, processes
or services.
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This
lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial
adverse impact upon the particular industry in which we may operate subsequent to our initial Business Combination.
We
may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete
our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
If
we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers
to agree that our purchase of its business is contingent on the simultaneous closings of the other Business Combinations, which may make
it more difficult for us, and delay our ability, to complete our initial Business Combination. With multiple Business Combinations, we
could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence
investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations
and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks,
it could negatively impact our profitability and results of operations.
We
may attempt to complete our initial Business Combination with a private company about which little information is available, which may
result in a Business Combination with a company that is not as profitable as we suspected, if at all.
In
pursuing our acquisition strategy, we may seek to effectuate our initial Business Combination with a privately held company. Very little
public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential
initial Business Combination on the basis of limited information, which may result in a Business Combination with a company that is not
as profitable as we suspected, if at all.
We
do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete
a Business Combination with which a substantial majority of our shareholders do not agree.
Our
amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that in no
event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such
redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial Business
Combination. 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, directors, officers, advisors or any of their respective
affiliates. In the event the aggregate cash consideration we would be required to pay for all public shares that are validly submitted
for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed
the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, and all ordinary shares
submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Business Combination.
In
order to effectuate an initial Business Combination, blank check companies have, in the past, amended various provisions of their charters
and modified governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended
and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete
our initial Business Combination that some of our shareholders may not support.
In
order to effectuate an initial Business Combination, blank check companies have, in the recent past, amended various provisions of their
charters and modified governing instruments, including their warrant agreements. For example, blank check companies have amended the
definition of Business Combination, increased redemption thresholds and 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 amended and restated memorandum and articles of association requires at least a special resolution of our shareholders as
a matter of Cayman Islands law. A resolution is deemed to be a special resolution as a matter of Cayman Islands law where it has been
approved by either (1) holders of at least two-thirds (or any higher threshold specified in a company’s articles of association)
of a company’s ordinary shares at a general meeting for which notice specifying the intention to propose the resolution as a special
resolution has been given or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of
all of the company’s shareholders. Our amended and restated memorandum and articles of association provide that special resolutions
must be approved either by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting (i.e.,
the lowest threshold permissible under Cayman Islands law) (other than amendments relating to provisions governing the appointment or
removal of directors prior to our initial Business Combination, which require the approval of a majority of at least 90% of our ordinary
shares attending and voting in a general meeting), or by a unanimous written resolution of all of our shareholders. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision, but requires the approval by the holders of at least 65% of the then issued and outstanding public warrants to make any change
that adversely affects the interests of the registered holders of public warrants. We cannot assure you that we will not seek to amend
our amended and restated memorandum and articles of association or governing instruments, including the warrant agreement, or extend
the time to consummate an initial Business Combination in order to effectuate our initial Business Combination. To the extent any of
such amendments would be deemed to fundamentally change the nature of any of the securities offered through this registration statement,
we would register, or seek an exemption from registration for, the affected securities.
Certain
provisions of our amended and restated memorandum and articles of association that relate to our pre-Business Combination activity (and
corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of
holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting, which is a lower amendment threshold
than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles
of association and the trust agreement to facilitate the completion of an initial Business Combination that some of our shareholders
may not support.
Some
other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those
which relate to a company’s pre-Business Combination activity, without approval by holders of a certain percentage of the company’s
shares. In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the
company’s public shares. Our amended and restated memorandum and articles of association provide that any of its provisions, including
those related to pre-Business Combination activity (including the requirement to deposit proceeds of the Initial Public Offering and
the sale of Private Placement Warrants into the Trust Account and not release such amounts except in specified circumstances), may be
amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding
provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65%
of our ordinary shares (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial
Business Combination, which require the approval of a majority of at least 90% of our ordinary shares attending and voting in a general
meeting). Our initial shareholders, who collectively beneficially own 20% of our ordinary shares, may participate in any vote to amend
our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner
they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which
govern our pre-Business Combination behavior more easily than some other blank check companies, and this may increase our ability to
complete our initial Business Combination with which you do not agree. In certain circumstances, our shareholders may pursue remedies
against us for any breach of our amended and restated memorandum and articles of association.
We
may be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular Business Combination.
If
the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants available to us prove to be insufficient,
either because of the size of our initial Business Combination, the depletion of the available net proceeds in search of a target business,
the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial
Business Combination or the terms of negotiated transactions to purchase shares in connection with our initial Business Combination,
we may be required to seek additional financing or to abandon the proposed Business Combination. We cannot assure you that such financing
will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete
our initial Business Combination, we would be compelled to either restructure the transaction or abandon that particular Business Combination
and seek an alternative target business candidate.
In
addition, even if we do not need additional financing to complete our 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 directors, officers or shareholders is required to provide
any financing to us in connection with or after our initial Business Combination. If we have not completed our initial Business Combination
within the required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances,
on the liquidation of our Trust Account, and our warrants will expire worthless.
Our
initial shareholders will control the appointment of our board of directors until consummation of our initial Business Combination and
will hold a substantial interest in us. As a result, they will appoint all of our directors prior to our initial Business Combination
and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support.
Our
initial shareholders own 20% of our issued and outstanding ordinary shares. In addition, prior to our initial Business Combination, holders
of the founder shares will have the right to appoint all of our directors and may remove members of the board of directors for any reason.
Holders of our public shares will have no right to vote on the appointment of directors during such time. These provisions of our amended
and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90%
of our ordinary shares attending and voting in a general meeting. As a result, you will not have any influence over the appointment of
directors prior to our initial Business Combination.
In
addition, as a result of their substantial ownership in our company, our initial shareholders may exert a substantial influence on other
actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated
memorandum and articles of association and approval of major corporate transactions. If our initial shareholders purchase any Class A
ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their influence over these actions. Accordingly,
our initial shareholders will exert significant influence over actions requiring a shareholder vote at least until the completion of
our initial Business Combination.
A
provision of our warrant agreement may make it more difficult for us to consummate an initial Business Combination.
Unlike
some blank check companies, if
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(i)
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we
issue additional ordinary shares or equity-linked securities for capital raising purposes
in connection with the closing of our initial Business Combination at an issue price or effective
issue price of less than $9.20 per ordinary share, (with such issue price or effective issue
price to be determined in good faith by our board of directors and, in the case of any such
issuance to the Sponsor or its affiliates, without taking into account any founder shares
held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”),
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(ii)
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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 completion of our initial Business Combination (net of redemptions), and
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(iii)
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the
volume weighted average trading price of our Class A ordinary shares during the 20 trading
day period starting on the trading day prior to the day on which we consummate our initial
Business Combination (such price, the “Market Value”) is below $9.20 per share,
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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 applicable to our warrants 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.
Our
warrants and founder shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult
to effectuate our initial Business Combination.
We
have issued warrants to purchase 27,600,000 Class A ordinary shares, at a price of $11.50 per whole share (subject to adjustment as provided
herein), as part of the Units and, simultaneously with the closing of the Initial Public Offering, we issued in a private placement an
aggregate of 12,373,333 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per
share, subject to adjustment as provided herein. Our initial shareholders currently hold 20,700,000 Class B ordinary shares. The Class B
ordinary shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment as set forth herein.
In addition, if our Sponsor, an affiliate of our Sponsor or certain of our directors and officers make any working capital loans, up
to $1,500,000 of such loans may be converted into warrants, at the price of $1.50 per warrant at the option of the lender. Such warrants
would be identical to the Private Placement Warrants. To the extent we issue Class A ordinary shares 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 or conversion
rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued
and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the Business Combination.
Therefore, our warrants and founder shares may make it more difficult to effectuate a Business Combination or increase the cost of acquiring
the target business.
The
Private Placement Warrants are identical to the warrants sold as part of the Units except that, so long as they are held by our Sponsor
or its permitted transferees: (1) they will not be redeemable by us (except under certain limited exceptions); (2) they (including the
Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned
or sold by our Sponsor until 30 days after the completion of our initial Business Combination; (3) they may be exercised by the holders
on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration
rights.
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 (“U.S. GAAP”) or international financial reporting standards as issued by the International Accounting
Standards Board (“IFRS”), depending on the circumstances and the historical financial statements may be required to be audited
in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial
statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide
such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our
initial Business Combination within the prescribed time frame.
Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require substantial
financial and management resources, and increase the time and costs of completing an acquisition.
Section
404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls be-ginning with our Annual Report
on Form 10-K for the year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated
filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting
firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance
with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target
business with which we seek to complete our initial Business Combination may not be in compliance with the provisions of the Sarbanes-Oxley Act
regarding adequacy of its internal controls. The development of the internal 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.
If
our management team pursues a 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 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
our management team pursues a 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 market, 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 how relevant governments respond to such factors), including any of the
following:
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costs
and difficulties inherent in managing cross-border business operations and complying
with commercial and legal requirements of overseas markets;
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rules
and regulations regarding currency redemption;
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complex
corporate withholding taxes on individuals;
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laws
governing the manner in which future Business Combinations may be effected;
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tariffs
and trade barriers;
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regulations
related to customs and import/export matters;
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tax
consequences, such as tax law changes, including termination or reduction of tax and other
incentives that the applicable government provides to domestic companies, and variations
in tax laws as compared to the United States;
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currency
fluctuations and exchange controls, including devaluations and other exchange rate movements;
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rates
of inflation, price instability and interest rate fluctuations;
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liquidity
of domestic capital and lending markets;
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challenges
in collecting accounts receivable;
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cultural
and language differences;
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employment
regulations;
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crime,
strikes, riots, civil disturbances, terrorist attacks, natural disasters, wars and other
forms of social instability;
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deterioration
of political relations with the United States;
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obligatory
military service by personnel; and
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government
appropriation of assets.
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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 combination
or, if we complete such combination, our operations might suffer, either of which may adversely impact our results of operations and
financial condition.
Risks
Relating to the Post-Business Combination Company
We
may face risks related to companies in the technology industries.
Business
Combinations with businesses in the technology industries entail special considerations and risks. If we are successful in completing
a Business Combination with such a target business, we may be subject to, and possibly adversely affected by certain risks, including:
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an
inability to compete effectively in a highly competitive environment with many incumbents
having substantially greater resources;
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an
inability to manage rapid change, increasing consumer expectations and growth;
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an
inability to build strong brand identity and improve subscriber or customer satisfaction
and loyalty;
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a
reliance on proprietary technology to provide services and to manage our operations, and
the failure of this technology to operate effectively, or our failure to use such technology
effectively;
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an
inability to deal with our subscribers’ or customers’ privacy concerns;
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an
inability to attract and retain subscribers or customers;
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an
inability to license or enforce intellectual property rights on which our business may depend;
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any
significant disruption in our computer systems or those of third parties that we may utilize
or rely on in our operations;
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an
inability by us, or a refusal by third parties, to license content to us upon acceptable
terms;
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potential
liability for negligence, copyright, or trademark infringement or other claims based on the
nature and content of materials that we may distribute;
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competition
for advertising revenue;
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competition
for the leisure and entertainment time and discretionary spending of subscribers or customers,
which may intensify in part due to advances in technology and changes in consumer expectations
and behavior;
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disruption
or failure of our networks, systems or technology as a result of computer viruses, “cyber-attacks,”
misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist
attacks, accidental releases of information or similar events;
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an
inability to obtain necessary hardware, software and operational support; and
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reliance
on third-party vendors or service providers.
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Any
of the foregoing could have an adverse impact on our operations following a Business Combination. However, our efforts in identifying
prospective target businesses will not be limited to the technology industries. Accordingly, if we acquire a target business in another
industry, these risks we will be subject to risks attendant with the specific industry in which we operate or target business which we
acquire, which may or may not be different than those risks listed above.
Subsequent
to our completion of our initial Business Combination, we may be required to subsequently take write-downs or write-offs, restructuring
and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the
price of our securities, which could cause you to lose some or all of your investment.
Even
if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify
all material issues that may be present with a particular target business that it would be possible to uncover all material issues through
a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise.
As a result of these factors, we may be forced to later write down or write off assets, restructure our operations, or incur impairment
or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected
risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though
these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature
could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate
net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by
virtue of our obtaining post-combination debt financing. Accordingly, any shareholder or warrant holder who chooses to remain a
shareholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their
securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.
After
our initial Business Combination, our results of operations and prospects could be subject, to a significant extent, to the economic,
political, social 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.
Our
management may not be able to maintain control of a target business after our initial Business Combination. We cannot provide assurance
that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably
operate such business.
We
may structure our initial Business Combination so that the post-transaction company in which our public shareholders own shares
will own less than 100% of the equity interests or assets of a target business, but we will complete such Business Combination only if
the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise
acquires a controlling interest in the target business sufficient for us not to be required to register as an investment company under
the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company
owns 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 our initial
Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new ordinary shares
in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target, or issue a substantial
number of new shares to third-parties in connection with financing our initial Business Combination. In this case, we would acquire a
100% interest in the target. However, as a result of the issuance of a substantial number of new ordinary shares, our shareholders immediately
prior to such transaction could own less than a majority of our issued and outstanding ordinary shares subsequent to such transaction.
In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger
share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not
be able to maintain our control of the target business.
We
may have 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’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities
we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company,
the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholder or warrant
holder who chooses to remain a shareholder or warrant holder, respectively, following our initial Business Combination could suffer a
reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in
value.
The
directors and officers of an acquisition candidate may resign upon completion of our initial Business Combination. The departure of a
Business Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated
with the 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.
After
our initial Business Combination, it is possible that a majority of our directors and officers will live outside the United States and
all or substantially 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 or substantially all of our assets will be located outside of the United States. As a result, it may be difficult, or in some
cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors
or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors
and officers under United States laws.
If
our management following our initial Business Combination is unfamiliar with U.S. securities laws, they may have to expend time and resources
becoming familiar with such laws, which could lead to various regulatory issues.
Following
our initial Business Combination, any or all of our management could resign from their positions as officers of the company, and the
management of the target business at the time of the Business Combination could remain in place. Management of the target business may
not be familiar with U.S. securities laws. If new management is unfamiliar with U.S. 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.
Risks
Relating to Our Management Team
We
are dependent upon our directors and officers and their departure could adversely affect our ability to operate.
Our
operations are dependent upon a relatively small group of individuals and in particular, Clifton S. Robbins and Gary D. Cohn, our Co-Chairmen and
two of our directors. We believe that our success depends on the continued service of our directors and officers, at least until we have
completed our initial Business Combination. In addition, our directors and officers are not required to commit any specified amount of
time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including
identifying potential Business Combinations and monitoring the related due diligence. We do not have an employment agreement with, or
key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors
or officers could have a detrimental effect on us.
Our
ability to successfully effect our initial Business Combination and to be successful thereafter will be dependent upon the efforts of
our key personnel, some of whom may join us following our initial Business Combination. The loss of our or a target’s key personnel
could negatively impact the operations and profitability of our post-combination business.
Our
ability to successfully effect our initial Business Combination is dependent upon the efforts of our key personnel. The role of our key
personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target
business in senior management or advisory positions following our initial Business Combination, it is likely that some or all of the
management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial
Business Combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be
unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources
helping them become familiar with such requirements.
In
addition, the directors and officers of an acquisition candidate may resign upon completion of our initial Business Combination. The
departure of a Business Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated
with the 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. The loss of key personnel could negatively impact the operations and profitability of our
post-combination business.
Our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination.
These agreements may provide for them to receive compensation following our initial Business Combination and as a result, may cause them
to have conflicts of interest in determining whether a particular Business Combination is the most advantageous.
Our
key personnel may be able to remain with the company after the 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 our initial Business Combination. The personal and
financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to his
or her fiduciary duties under Cayman Islands law. However, we believe the ability of such individuals to remain with us after the completion
of our initial Business Combination will not be the determining factor in our decision as to whether or not we will proceed with any
potential Business Combination. There is no certainty, however, that any of our key personnel will remain with us after the completion
of our initial Business Combination. We cannot assure you that any of our key personnel will remain in senior management or advisory
positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial
Business Combination.
Other
than Mr. Robbins who intends to devote substantially all of his business time to our company, our directors and officers may 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.
Other
than Mr. Robbins who intends to devote substantially all of his business time to our company, our other directors and officers are
not expected to commit their full time to our affairs, and Mr. Robbins is not required to devote any specific amount of time to
our affairs. This may result in a conflict of interest in some of our directors and officers allocating their time between our operations
and our search for a Business Combination and their other businesses. Some of our independent directors and officers are engaged in several
other business endeavors for which they may be entitled to compensation and may also serve as officers and board members for other entities.
If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs
in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which may have a negative impact
on our ability to complete our initial Business Combination. For a complete discussion of our officers’ and directors’ other
business affairs, please see “Item 10. Directors, Executive Officers and Corporate Governance.”
Certain
of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities
similar to those intended to be conducted by us and, 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.
Our Sponsor and directors and officers are, or may in the future become, affiliated with entities that are engaged in a similar business.
Our Sponsor and directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check
companies prior to us completing our initial Business Combination and any such involvement may result in conflicts of interests as described
above. Moreover, entities in which our directors and officers are affiliated with may enter into agreements or other arrangements with
businesses, which agreements or arrangements may limit or restrict our ability to enter into a Business Combination with such business.
Our
directors and officers also may become aware of business opportunities which may be appropriate for presentation to us and the other
entities to which they owe certain fiduciary or contractual duties or otherwise have an interest in, including any other special purpose
acquisition company in which they may become involved with. Accordingly, they may have conflicts of interest in determining to which
entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target
business may be presented to other entities prior to its presentation to us, subject to his or her fiduciary duties under Cayman Islands
law. Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity
offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director
or officer of the company and it is an opportunity that we are able to complete on a reasonable basis
For
a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that
you should be aware of, please see “Item 10. Directors, Executive Officers and Corporate Governance,” “Item 10. Directors,
Executive Officer and Corporate Governance—Conflicts of Interest” and “Item 13—Certain Relationships and Related
Party Transactions—Administrative Services Agreement.”
Our
directors, officers, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our
interests.
We
have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect
pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or
have an interest. In fact, we may enter into a Business Combination with a target business that is affiliated with our Sponsor, our directors
or officers. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities
of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.
In
particular, affiliates of our Sponsor have invested in a diverse set of industries. As a result, there may be substantial overlap between
companies that would be a suitable Business Combination for us and companies that would make an attractive target for such other affiliates.
Risk
Relating to Our Securities
You
will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your
investment, therefore, you may be forced to sell your public shares and/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: (1) 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; (2) the redemption of any public shares properly submitted in connection with
a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of
our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our public shares if we do
not complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect
to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption
of our public shares if we have not completed an initial Business Combination within 24 months from the closing of the Initial Public
Offering, subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the
Trust Account. 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 and/or warrants, potentially at a loss.
The
NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities
and subject us to additional trading restrictions.
We
cannot assure you that our securities will continue to be listed on the NYSE prior to our initial Business Combination. In order to continue
listing our securities on the NYSE prior to our initial Business Combination, we must maintain certain financial, distribution and share
price levels. Generally, we must maintain a minimum number of holders of our securities (generally 300 public shareholders). Additionally,
in connection with our initial Business Combination, we will be required to demonstrate compliance with the applicable exchange’s
initial listing requirements, which are more rigorous than continued listing requirements, in order to continue to maintain the listing
of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time.
If
any of our securities are delisted 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:
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a
limited availability of market quotations for our securities;
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reduced
liquidity for our securities;
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a
determination that our Class A ordinary shares 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;
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a
limited amount of news and analyst coverage; and
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a
decreased ability to issue additional securities or obtain additional financing in the future.
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The
National Securities Markets Improvement Act of 1996, which is a federal statute, preempts the states from regulating the sale of certain
securities, which are referred to as “covered securities.” Our Units, Class A ordinary shares and warrants currently qualify
as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal
statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity,
then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used
these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state
securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the
sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not
qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.
You
will not be permitted to exercise your warrants unless we register and qualify the issuance of the underlying Class A ordinary shares
or certain exemptions are available.
Pursuant
to terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days after the
closing of our initial Business Combination, we will use our commercially reasonable efforts to file 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 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
registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete
or correct or the SEC issues a stop order. If the 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.
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. 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. 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 that
were included as part of Units. In such an instance, our Sponsor and its permitted transferees (which may include our directors and executive
officers) 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.
We
may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of
at least 65% of the then outstanding public warrants.
Our
warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as
warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder
to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding
public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we
may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public
warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 65% of
the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the
exercise price of the warrants, shorten the exercise period or decrease the number of ordinary shares purchasable upon exercise of a
warrant.
We
may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We
have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price
of $0.01 per warrant if, among other things, the last reported sale price of Class A ordinary shares for any 20 trading days within a
30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant
holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). 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 as described above could force you to: (1) exercise your warrants and
pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market
price when you might otherwise wish to hold your warrants; or (3) 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.
In
addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration,
at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted). In such
a case, the holders will be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based
on the redemption date and the fair market value of our Class A ordinary shares. Any such redemption may have similar consequences to
a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,”
in which case you would lose any potential embedded value from a subsequent increase in the value of the Class A ordinary shares had
your warrants remained outstanding. The value received upon exercise of the warrants (1) may be less than the value the holders would
have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate
the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary
shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.
Because
each unit contains one-third of one warrant and only a whole warrant may be exercised, the Units may be worth less than Units of other
blank check companies.
Each
unit contains one-third of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation
of the Units, and only whole warrants will trade. This is different from other offerings similar to ours whose units include one ordinary
share and one whole warrant or a greater fraction of one whole warrant to purchase one share. We have established the components of the
Units in this way in order to reduce the dilutive effect of the warrants upon completion of a Business Combination since the warrants
will be exercisable in the aggregate for a third 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 Business Combination partner for target businesses. Nevertheless, this
Unit structure may cause our Units to be worth less than if they included one whole warrant or a greater fraction of one whole warrant
to purchase one whole share.
Because
we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to
protect your rights through the U.S. Federal courts may be limited.
We
are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service
of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against
our directors or officers.
Our
corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may
be supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take action against
the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are
to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively
limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive
authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of
our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions
in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and
certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman
Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.
We
have been advised by Maples and Calder, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (1) 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 (2) 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.
Our
warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New
York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which
could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
Our
warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating
in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New
York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction,
which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding
the foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the
Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.
Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have
consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope of the forum
provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court
for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be
deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection
with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service
of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign
action as agent for such warrant holder.
This
choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for
disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement
inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs
associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition
and results of operations and result in a diversion of the time and resources of our management and board of directors.
Provisions
in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors
might be willing to pay in the future for our Class A ordinary shares and could entrench management.
Our
amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that
shareholders may consider to be in their best interests. These provisions include two-year director terms and the ability of the
board of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management
and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
General
Risk Factors
Our warrants are
accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.
On April 12, 2021, the
Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the
accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement
on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (‘SPACs’)”
(the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain
tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants.
As a result of the SEC Statement, we reevaluated the accounting treatment of our 27,600,000 public warrants and 12,373,333 private placement
warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period
reported in earnings.
As a result, included
on our balance sheet as of December 31, 2020 contained elsewhere in this Annual Report are derivative liabilities related to embedded
features contained within our warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides
for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related
to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value
measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control.
Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting
period and that the amount of such gains or losses could be material.
We have identified
material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or
otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements
or cause us to fail to meet our reporting obligations in the event the business combination is not consummated.
The SEC rules define
a material weakness as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is
a reasonable possibility that a material misstatement of a registrant’s financial statements will not be prevented, or detected
and corrected on a timely basis. In connection with an audit of our financial statements for the year ended December 31, 2020, we identified
a defined material weakness in our inter-nal control over financial reporting due to a lack of controls to identify and record expenses
that require accrual to ensure liabilities in the financial statements are reported completely and accurately.
Additionally, following
the issuance of the SEC Statement, on July 2, 2021, after consultation with our independent registered public accounting firm, our
management and our audit committee concluded that, in light of the SEC Statement, it was appropriate to restate (i) certain items on
our previously issued audited balance sheet as of September 11, 2020, which was related to our Initial Public Offering, (ii) our unaudited
quarterly financial statements as of September 30, 2020 and for the period from July 13, 2020 (inception) through September 30, 2020
and (iii) our audited financial statements as of December 31, 2020 and for the period from July 13, 2020 (inception) through December
31, 2020 (collectively, the “Restatement”). See “—Our warrants are accounted for as liabilities and the changes
in value of our warrants could have a material effect on our financial results.” Due solely to the events that led to our Restatement,
we have concluded that we have an additional defined material weakness in our internal controls over financial reporting.
We continue to evaluate
steps to enhance our internal controls over financial reporting and remediate the material weaknesses. These remediation measures may
be time consuming and costly and there is no assurance that we will be successful in remediating the material weaknesses.
Effective internal controls
are necessary for us to provide reliable financial reports and prevent fraud. If we identify any new material weaknesses in the future,
any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures
that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain
compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing
requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure
you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future
material weaknesses.
We may face litigation
and other risks as a result of the material weakness in our internal control over financial reporting.
Following the issuance
of the SEC Statement, after consultation with our independent registered public accounting firm, our management and our audit committee
concluded that it was appropriate to restate (i) certain items on our previously issued audited balance sheet as of September 11, 2020,
which was related to our Initial Public Offering, (ii) our unaudited quarterly financial statements as of September 30, 2020 and for
the period from July 13, 2020 (inception) through September 30, 2020 and (iii) our audited financial statements as of December 31, 2020
and for the period from July 13, 2020 (inception) through December 31, 2020. See “—Our warrants are accounted for as liabilities
and the changes in value of our warrants could have a material effect on our financial results.” Due solely to the events that
led to our Restatement, we have concluded that we have an additional defined material weakness in our internal controls over financial
reporting.
As a result of such
material weakness, the Restatement, the change in accounting for the warrants, and other matters raised or that may in the future be
raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and
state securities laws, contractual claims or other claims arising from the Restatement and material weaknesses in our internal control
over financial reporting and the preparation of our financial statements. As of the date of this Annual Report, we have no knowledge
of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future.
Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations
and financial condition or our ability to complete a Business Combination.
We
are a newly incorporated company with no operating history and no operating revenues, and you have no basis on which to evaluate our
ability to achieve our business objective.
We
are a newly incorporated company incorporated under the laws of the Cayman Islands with no operating results. Because we lack an operating
history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial Business Combination
with one or more target businesses. We may be unable to complete 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 and their affiliates may not be indicative of future performance of an investment in the company.
Information
regarding performance by our management team and their affiliates is presented for informational purposes only. Past performance by our
management team and their affiliates is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial
Business Combination or (2) of success with respect to any Business Combination we may consummate. You should not rely on the historical
record of our management team or their affiliates or any related investment’s performance as indicative of our future performance
of an investment in the company or the returns the company will, or is likely to, generate going forward.
We
may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences
to U.S. investors.
If
we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our 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 taxable year ended December 31, 2020, our current taxable year, and our subsequent taxable years
may depend upon the status of an acquired company pursuant to a Business Combination and 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 taxable year ended December 31, 2020, our current taxable year, or any subsequent taxable year. Our actual PFIC status
for any taxable year, moreover, will not be determinable until after the end of such taxable year. If we determine we are a PFIC for
any taxable year, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”)
may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified
electing fund” election, but there can be no assurance that we will timely provide such required information, and such election
would likely be unavailable with respect to our warrants in all cases. We urge U.S. Holders to consult their own tax advisors regarding
the possible application of the PFIC rules to holders of our ordinary shares and warrants.
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 ordinary shares held by non-affiliates exceeds $700 million as of the end of
any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year.
We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors
find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower
than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may
be more volatile.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such
extended transition period which means that when a standard is issued or revised and it has different application dates for public or
private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new
or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth
company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of
the potential differences in accounting standards used.
Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our
annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held
by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter. 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.