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Item 1A. Risk Factors

2023-03-31 compared with 2022-04-06 · 1465 added, 1475 removed, 468 unchanged (86% of the section changed)

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RISKS RELATING TO OUR SEARCH FOR, AND CONSUMMATION

OF OR INABILITY TO CONSUMMATE, A BUSINESS COMBINATION

OF OR INABILITY TO CONSUMMATE,

A BUSINESS COMBINATION

Our public shareholders may not be afforded

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such a combination.

We may choose not to hold a shareholder vote to

approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock

exchange listing requirements.

In such case, the decision as to whether we will seek shareholder approval of a proposed business combination

or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based

on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to

seek shareholder approval.

Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such

Accordingly, we may complete our initial business combination even if holders of a majority of our ordinary shares do not approve

of the business combination we complete.

We may choose not to hold

a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under

applicable law or stock exchange listing requirements.

In such case, the decision as to whether we will seek shareholder approval of a

proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our

discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction

would otherwise require us to seek shareholder approval.

Even if we seek shareholder approval, the holders of our founder shares will

participate in the vote on such approval.

Accordingly, we may complete our initial business combination even if holders of a majority

of our ordinary shares do not approve of the business combination we complete.

If we seek shareholder approval of our initial

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regardless of how our public shareholders vote.

Our initial shareholders own 20% of our issued

and outstanding ordinary shares immediately following the completion of the Public Offering, excluding the private placement shares underlying

the private placement units.

Our initial shareholders and management team also may from time to time purchase Class A ordinary shares

prior to our initial business combination.

Our amended and restated memorandum and articles of association provide that, if we seek shareholder

approval of an initial business combination, such initial business combination will be approved if we receive an ordinary resolution under

Cayman Islands law, which requires the affirmative vote of a majority of our ordinary shares which are represented in person or by proxy

and are voted at a general meeting of the company, including the founder shares.

As a result, in addition to our initial shareholders’

founder shares and private placement shares, we would need 11,623,470, or 35.9%, of the 32,369,251 public shares sold in the Public Offering

to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding

shares are voted).

However, if our initial business combination is structured as a statutory merger or consolidation with another company

under Cayman Islands law, the approval of our initial business combination will require a special resolution passed by the affirmative

vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the

Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and

management team to vote in favor of our initial business combination will increase the likelihood that we will receive an ordinary resolution,

being the requisite shareholder approval for such initial business combination.

Our initial shareholders own

70.5% of our issued and outstanding ordinary shares following the redemptions in connection with the EGM, excluding the private placement

shares underlying the private placement units.

Our initial shareholders and management team also may from time to time purchase Class

A ordinary shares prior to our initial business combination.

Our Articles provide that, if we seek shareholder approval of an initial

business combination, such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law,

which requires the affirmative vote of a majority of our ordinary shares which are represented in person or by proxy and are voted at

a general meeting of the company, including the founder shares.

As a result, in addition to our initial shareholders’ founder shares

and private placement shares, we would not need any of the public shares sold in the Public Offering to be voted in favor of an initial

business combination in order to have our initial business combination approved (assuming all outstanding shares are voted).

if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law,

the approval of our initial business combination will require a special resolution passed by the affirmative vote of at least two-thirds

of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company.

Accordingly, if

we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote

in favor of our initial business combination will determine the likelihood that we will receive an ordinary resolution, being the requisite

shareholder approval for such initial business combination.

Your only opportunity to effect your investment

decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

At the time of your investment in us, you will

not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination.

Since our Board 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 vote.

Accordingly, your only opportunity to effect your investment decision

regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be

at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial

business combination.

At the time of your investment

in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination.

our Board 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 vote.

Accordingly, your only opportunity to effect your investment

decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which

will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our

initial business combination.

The ability of our public shareholders to redeem

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for us to enter into a business combination with a target.

We may seek to enter into a business combination

transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for

working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

If too many public shareholders

exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with

the business combination.

Furthermore, 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.

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 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.

We may seek to enter into

a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its

owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result,

would not be able to proceed with the business combination.

Furthermore, 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.

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 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

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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 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 are submitted for redemption than we initially expected,

we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing.

Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable

Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results

in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time

of our initial business combination.

In addition, the amount of the deferred underwriting commissions payable to the underwriters will

not be adjusted for any shares that are redeemed in connection with an initial business combination.

The per-share amount we will distribute

to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such

redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.

above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital

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

will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption.

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 are submitted for redemption than we initially

expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third

party financing.

Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher

than desirable levels.

Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary

shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares

at the time of our initial business combination.

In addition, the amount of the deferred underwriting commissions payable to the underwriters

will not be adjusted for any shares that are redeemed in connection with an initial business combination.

The per-share amount we will

distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and

after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.

The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital

The ability of our public shareholders to exercise

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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 is increased.

If our initial business combination

is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account.

If you are in

need of immediate liquidity, you could attempt to sell your shares in the open market;

however, at such time our shares may trade at a

discount to the pro rata amount per share in the trust account.

In either situation, you may suffer a material loss on your investment

or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell

your shares in the open market.

agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount

of cash at closing, the probability that our initial business combination would be unsuccessful is increased.

If our initial business

combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account.

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 your exercise of redemption rights 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 24 months after the closing of the Public Offering 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 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.

business combination by the Extended Date 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

by the Extended Date.

Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that

if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial

business combination with any target business.

This risk will increase as we get closer to the timeframe described above.

In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would

have rejected upon a more comprehensive investigation.

we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected

upon a more comprehensive investigation.

Our search for a business combination, and

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(COVID-19) outbreak and the status of debt and equity markets.

In March 2020, the World Health Organization declared

the outbreak of COVID-19 a global pandemic.

This outbreak of COVID-19 has resulted in, and a significant outbreak of other infectious

diseases could result in, a widespread health crisis that has and may continue to materially adversely affect the economies and financial

markets worldwide and the business of any potential target business with which we may consummate a business combination.

we may be unable to complete a business combination if concerns relating to COVID-19 continue to restrict travel and limit the ability

to have in-person meetings with potential investors or the target company’s personnel, or if 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 and ability

to consummate a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including

In March 2020, the World Health

Organization declared the outbreak of COVID-19 a global pandemic.

This outbreak of COVID-19 has resulted in, and a significant outbreak

of other infectious diseases could result in, a widespread health crisis that has and may continue to materially adversely affect the

economies and financial markets worldwide and the business of any potential target business with which we may consummate a business combination.

Furthermore, we may be unable to complete a business combination if concerns relating to COVID-19 continue to restrict travel and limit

the ability to have in-person meetings with potential investors or the target company’s personnel, or if 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 and

ability to consummate 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.

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We may not be able to complete our initial

business combination within 24 months after the closing of the Public Offering, in which case we would cease all operations except for

the purpose of winding up and we would redeem our public shares and liquidate.

We may not be able to find a suitable target business

and complete our initial business combination within 24 months after the closing of the Public Offering.

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.

business combination by the Extended Date, in which case we would cease all operations except for the purpose of winding up and we would

redeem our public shares and liquidate.

We may not be able to find

a suitable target business and complete our initial business combination by the Extended Date.

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

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.

Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19

restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services

providers are unavailable to negotiate and consummate a transaction in a timely manner.

Additionally, the outbreak of COVID-19 may negatively

impact businesses we may seek to acquire.

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.

Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict

travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers

are unavailable to negotiate and consummate a transaction in a timely manner.

Additionally, the outbreak of COVID-19 may negatively impact

businesses we may seek to acquire.

If we have not completed our initial business combination within such time period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business

days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to

pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public

shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly

as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve,

subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other

requirements of applicable law.

Our amended and restated memorandum and articles of association provide that, if we wind up for any other

reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation

of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands

In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the

redemption of their shares, and our warrants will expire worthless.

See “— If third parties bring claims against us, the proceeds

held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public

share” and other risk factors herein.

all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,

redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including

interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses),

divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights

as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each

case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements

of applicable law.

Our Articles provide that, if we wind up for any other reason prior to the consummation of our initial business combination,

we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not

more than ten business days thereafter, subject to applicable Cayman Islands law.

In either such case, our public shareholders may receive

only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless.

See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share

redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.

If we seek shareholder approval of our initial

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of our Class A ordinary shares or public warrants.

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 their affiliates may purchase shares or public warrants in privately negotiated transactions

or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation

There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase

in such transactions, subject to compliance with applicable law and Nasdaq rules.

However, they have no current commitments, plans or

intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds

in the trust account will be used to purchase shares or public warrants in such transactions.

Such purchases may include a contractual

acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore

agrees not to exercise its redemption rights.

In the event that our sponsor, directors, officers,

advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to

exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the

likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target

that requires us to have a minimum net worth or a certain amount of cash at the closing of our 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 warrantholders for approval in connection

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 their affiliates may purchase shares or public warrants in privately

negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although

they are under no obligation to do so.

There is no limit on the number of shares our initial shareholders, directors, officers, advisors

or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules.

However, they have

no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such

transactions.

None of the funds in the trust account will be used to purchase shares or public warrants in such transactions.

Such purchases

may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial

owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our sponsor,

directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have

already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem

their shares.

The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby

increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement

with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our 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 warrantholders for approval in connection

with our initial business combination.

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to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public

“float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced,

possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

In addition, if such purchases

are made, the public “float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our

securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a

national securities exchange.

If a shareholder fails to receive notice of

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submitting or tendering its shares, such shares may not be redeemed.

We will comply with the proxy rules or tender

offer rules, as applicable, when conducting redemptions in connection with our initial business combination.

Despite our compliance with

these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not

become aware of the opportunity to redeem its shares.

In addition, proxy materials or tender offer documents, as applicable, that we will

furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that

must be complied with in order to validly tender or submit public shares for redemption.

We will comply with the proxy

rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination.

compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder

may not become aware of the opportunity to redeem its shares.

In addition, proxy materials or tender offer documents, as applicable, that

we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures

that must be complied with in order to validly tender or submit public shares for redemption.

For example, we intend to require our public

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afforded to investors of many other blank check companies.

Since the net proceeds of the Public Offering

and the sale of the private placement units are intended to be used to complete an initial business combination with a target business

that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws.

because we have net tangible assets in excess of $5,000,000 upon the completion of the Public Offering and the sale of the private placement

units and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated

by the SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors will not be afforded the benefits or

protections of those rules.

Among other things, this means our units will be immediately tradable and we will have a longer period of

time to complete our initial business combination than do companies subject to Rule 419.

Moreover, if the Public Offering were 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.

Since the net proceeds of

the Public Offering and the sale of the private placement units are intended to be used to complete an initial business combination with

a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities

However, because we have net tangible assets in excess of $5,000,000 upon the completion of the Public Offering and the sale of

the private placement units and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are

exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors will

not be afforded the benefits or protections of those rules.

Among other things, this means our units will be immediately tradable and

we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419.

the Public Offering were 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

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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 provides that a public shareholder, together with any affiliate

of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under

Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the

shares sold in the 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

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.

result, you will continue to hold that number of shares exceeding 15% of the shares sold in the Public Offering and, in order to dispose

of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

If we 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 Articles provide that a public shareholder, together with any affiliate of such shareholder or any other person

with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be

restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the 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% of the shares sold in the Public Offering 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

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or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.

We expect to encounter competition from other

entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),

We expect to encounter competition

from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),

other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.

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and the sale of the private placement units not being held in the trust account are insufficient to allow us to operate until at least

March 23, 2023, it could limit the amount available to fund our search for a target business or businesses and complete our initial business

combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.

the Extended Date, it could limit the amount available to fund our search for a target business or businesses and complete our initial

business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business

As of December 31, 2022, we

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to us outside of the trust account, together with funds available from loans from our sponsor, its affiliates or our management team will

be sufficient to allow us to operate until at least March 23, 2023;

however, we cannot assure you that our estimate is accurate, and our

sponsor, its affiliates and our management team are under no obligation to advance funds to us in such circumstances.

Of the funds available

to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business.

We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent

or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors

on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have

any current intention to do so.

If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity

from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might

not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

be sufficient to allow us to operate until at least the Extended Date;

however, we cannot assure you that our estimate is accurate, and

our sponsor, its affiliates and our management team are under no obligation to advance funds to us in such circumstances.

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

We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters

of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies

or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we

do not have any current intention to do so.

If we entered into a letter of intent or merger agreement where we paid for the right to receive

exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise),

we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we are required to seek

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proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00

Our placing of funds in the trust account may

not protect those funds from third party claims against us.

Although we will seek to have all vendors, service providers, prospective

target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim

of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such

agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including,

Our placing of funds in the

trust account may not protect those funds from third party claims against us.

Although we will seek to have all vendors, service providers,

prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest

or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute

such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including,

but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the

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agreements with us waiving such claims to the monies held in the trust account.

Examples of possible instances where we may engage

a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills

are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases

where management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee that such entities

will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements

with us and will not seek recourse against the trust account for any reason.

Upon redemption of our public shares, if we are unable to

complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with

our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought

against us within the 10 years following redemption.

Accordingly, the per-share redemption amount received by public shareholders could

be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors.

Pursuant to the letter

agreement the form of which is filed as an exhibit to our Registration Statement on Form S-1, our sponsor has agreed that it will be liable

to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business

with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement,

reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public

share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions

in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective

target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable)

nor will it apply to any claims under our indemnity of the underwriters of the Public Offering against certain liabilities, including

liabilities under the Securities Act.

However, we have not asked our sponsor to reserve for such indemnification obligations, nor have

we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that our sponsor’s

only assets are securities of our company.

Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination

and redemptions could be reduced to less than $10.00 per public share.

In such event, we may not be able to complete our initial business

combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.

None of our officers

or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Examples of possible instances

where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular

expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute

a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee

that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts

or agreements with us and will not seek recourse against the trust account for any reason.

Upon redemption of our public shares, if we

are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in

connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived

that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount received by public

shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors.

to the letter agreement the form of which is filed as an exhibit to our Registration Statement on Form S-1, our sponsor has agreed that

it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective

target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination

agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount

per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to

reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third

party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not

such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Public Offering against certain

liabilities, including liabilities under the Securities Act.

However, we have not asked our sponsor to reserve for such indemnification

obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations, and we

believe that our sponsor’s only assets are securities of our company.

Therefore, we cannot assure you that our sponsor would be

able to satisfy those obligations.

As a result, if any such claims were successfully made against the trust account, the funds available

for our initial business combination and redemptions could be reduced to less than $10.00 per public share.

In such event, we may not

be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption

of your public shares.

None of our officers or directors will indemnify us for claims by third parties including, without limitation,

claims by vendors and prospective target businesses.

Our directors may decide not to enforce the

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to our public shareholders.

In the event that the proceeds in the trust account

are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of

the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets,

in each case less taxes payable, and our sponsor asserts that it is unable to satisfy his obligations or that he has no indemnification

obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor

to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf

against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their

business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of

such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors

determine that a favorable outcome is not likely.

If our independent directors choose not to enforce these indemnification obligations,

the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

In the event that the proceeds

in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the

trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value

of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy his obligations or that he

has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action

against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal

action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors

in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for

example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if

the independent directors determine that a favorable outcome is not likely.

If our independent directors choose not to enforce these indemnification

obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00

The securities in which we invest the proceeds

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or reduce the value of the assets held in trust such that the per share redemption amount received by shareholders may be less than $10.00

The net proceeds of the Public Offering and certain

proceeds from the sale of the private placement units, in the amount of $323,692,510, are held in an interest-bearing trust account.

proceeds held in the trust account may only be invested in direct U.S.

Treasury obligations having a maturity of 185 days or less, or

in certain money market funds which invest only in direct U.S.

The net proceeds of the Public

Offering and certain proceeds from the sale of the private placement units, after giving effect to the redemptions in connection with

the EGM, in the amount of $24.1 million, are held in an interest-bearing trust account.

The proceeds held in the trust account may only

be invested in direct U.S.

Treasury obligations having a maturity of 185 days or less, or in certain money market funds which invest only

in direct U.S.

Treasury obligations.

While short-term U.S.

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 of very low or negative yields, the amount of interest

income would be reduced.

As described herein, we will be required in certain circumstances to redeem our public shares for their pro-rata

share of the proceeds held in the trust account, plus any interest income.

If the balance of the trust account is reduced below $323,692,510

as a result of negative interest rates, the amount of funds in the trust account available for distribution to our public shareholders

may be reduced below $10.00 per public share.

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 of very low or negative yields, the amount of interest income would be reduced.

herein, we will be required in certain circumstances to redeem our public shares for their pro-rata share of the proceeds held in the

trust account, plus any interest income.

If the balance of the trust account is reduced below $24.1 million as a result of negative interest

rates, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per

public share.

If, after we distribute the proceeds in the

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of punitive damages.

If, after we distribute the proceeds in the trust

account to our public shareholders, we file a bankruptcy or winding-up petition, or an involuntary bankruptcy or winding-up petition is

filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or

bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a

bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.

In addition, our Board may be viewed

as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive

damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

If, after we distribute the

proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition, or an involuntary bankruptcy or

winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable

debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.”

As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.

In addition, our

Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and

us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the

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and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust

account to our public shareholders, we file a bankruptcy or winding-up petition, or an involuntary bankruptcy or winding-up petition is

filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency

law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders

in connection with our liquidation may be reduced.

If, before distributing the

proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition, or an involuntary bankruptcy or

winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy

or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims

of our shareholders.

To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received

by our shareholders in connection with our liquidation may be reduced.

Our 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 public warrants and private placement warrants included in the private placement units,

and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported

As a result, included on our balance sheet contained

elsewhere in this Annual Report are derivative liabilities related to 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.

The impact of changes in

fair value on earnings may have an adverse effect on the market price of our ordinary shares.

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

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.

of the SEC Statement, we reevaluated the accounting treatment of our public warrants and private placement warrants included in the private

placement units, 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 contained elsewhere in this Annual Report are derivative liabilities related to 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.

The impact of changes

in fair value on earnings may have an adverse effect on the market price of our ordinary shares.

In addition, potential targets may seek

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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:

If we are deemed to be an

investment company under the Investment Company Act, our activities may be restricted, including:

restrictions on the nature of our investments;

restrictions on the issuance of securities,

each of which may make it difficult for us to

complete our initial business combination.

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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adoption of a specific form of corporate structure;

● reporting, record keeping, voting, proxy and disclosure requirements

and other rules and regulations.

In order not to be regulated as an investment

company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business

other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding

or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S.

government securities and cash

items) on an unconsolidated basis.

Our business will be to identify and complete a business combination and thereafter to operate the

post-transaction business or assets for the long term.

We do not plan to buy businesses or assets with a view to resale or profit from

their resale.

We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our anticipated principal

activities will subject us to the Investment Company Act.

To this end, the proceeds held in the trust account may only be invested in

United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity

of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which

invest only in direct U.S.

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

With respect to the regulation

of special purpose acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC issued proposed rules (the

“SPAC Rule Proposals”) relating to, among other items, disclosures in business combination transactions involving SPACs and

private operating companies;

the condensed financial statement requirements applicable to transactions involving shell companies;

use of projections by SPACs in SEC filings in connection with proposed business combination transactions;

the potential liability of certain

participants in proposed business combination transactions;

and the extent to which SPACs could become subject to regulation under the

Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they

satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.

There is currently uncertainty

concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that does not complete its initial

business combination within the proposed time frame set forth in the proposed safe harbor rule.

As indicated above, we completed our IPO

in March 23, 2021 and have operated as a blank check company searching for a target business with which to consummate an initial business

combination since such time (or approximately 24 months after the effective date of our IPO, as of the date of this Annual Report).

we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete

an initial business combination and instead be required to liquidate the Company.

If we are required to liquidate the Company, our investors

would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in

the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

The funds in the Trust Account

have, since our IPO, been held only in U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds

investing solely in U.S.

government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.

However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective

test of Section 3(a)(1)(A) of the Investment Company Act), we may, on or prior to the 24-month anniversary of the effective date of the

registration statement filed in connection with our IPO (the “IPO Registration Statement”), should our Company continue to

exist to such date, instruct Continental, the trustee with respect to the Trust Account, to liquidate the U.S.

government treasury obligations

Pursuant to the trust agreement, the trustee is not permitted to invest in

other securities or assets.

By restricting the investment of the proceeds to these instruments, and by having a business plan targeted

at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or

private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company

The Public Offering is not intended for persons who are seeking a return on investments in government securities or investment securities.

The trust account is intended as a holding place for funds pending the earliest to occur of either:

(i) the completion of our initial

business combination;

(ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended

and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection

with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within

24 months from the closing of the Public Offering or (B) with respect to any other material provisions relating to shareholders’

rights or pre-initial business combination activity;

or (iii) absent an initial business combination within 24 months from the closing

of the Public Offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the

public shares.

If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.

were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional

expenses for which we have not allotted funds and may hinder our ability to complete a business combination.

If we are unable to complete

our initial business combination, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances,

on the liquidation of our trust account, and our warrants will expire worthless.

or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation

of our initial business combination or liquidation.

As a result, following such liquidation, we will likely receive minimal interest,

if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receive upon any redemption

or liquidation of the Company.

In addition, even prior to the 24-month anniversary

of the effective date of the IPO Registration Statement, we may be deemed to be an investment company.

The longer that the funds in the

Trust Account are held in short-term U.S.

government securities or in money market funds invested exclusively in such securities, even

prior to the 24-month anniversary, there is a greater risk that we may be considered an unregistered investment company, in which case

we may be required to liquidate.

Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account

at any time, even prior to the 24-month anniversary, and instead hold all funds in the Trust Account in cash, which would further reduce

the dollar amount our public shareholders would receive upon any redemption or our liquidation.

Changes in laws or regulations, or a failure

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business combination, and results of operations.

We are subject to laws and regulations enacted

by national, regional and local governments.

In particular, we are required to comply with certain SEC and other legal requirements.

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.

We are subject to laws and

regulations enacted by national, regional and local governments.

In particular, we are required to comply with certain SEC and other legal

requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.

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 are unable to consummate our initial

business combination within 24 months from the closing of the Public Offering, our public shareholders may be forced to wait beyond such

to 24 months before redemption from our trust account.

If we are unable to consummate our initial business

combination within 24 months from the closing of the Public Offering, the proceeds then on deposit in the trust account, including interest

earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), will be

used to fund the redemption of our public shares, as further described herein.

Any redemption of public shareholders from the trust account

will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding

If we are required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders,

as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies

In that case, investors may be forced to wait beyond 24 months from the closing of the Public Offering before the redemption proceeds

of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account.

We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial

business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares.

our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business

business combination by the Extended Date, our public shareholders may be forced to wait beyond such date before redemption from our trust

If we are unable to consummate

our initial business combination by the Extended Date, the proceeds then on deposit in the trust account, including interest earned on

the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), will be used to fund

the redemption of our public shares, as further described herein.

Any redemption of public shareholders from the trust account will be

effected automatically by function of our Articles prior to any voluntary winding up.

If we are required to wind up, liquidate the trust

account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up,

liquidation and distribution must comply with the applicable provisions of the Companies Act.

In that case, investors may be forced to

wait beyond the Extended Date before the redemption proceeds of our trust account become available to them, and they receive the return

of their pro rata portion of the proceeds from our trust account.

We have no obligation to return funds to investors prior to the date

of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors

have sought to redeem their Class A ordinary shares.

Only upon our redemption or any liquidation will public shareholders be entitled

to distributions if we are unable to complete our initial business combination.

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.

a liquidator could seek to recover some or all amounts received by our shareholders.

Furthermore, our directors may be viewed as having

breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company

to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors.

We cannot assure you that

claims will not be brought against us for these reasons.

We and our directors and officers who knowingly and willfully authorized or permitted

any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course

of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

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

As a result, a liquidator could seek to recover some or all amounts received by our shareholders.

Furthermore, our directors

may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves

and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors.

assure you that claims will not be brought against us for these reasons.

We and our directors and officers who knowingly and willfully

authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall

due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for five

years in the Cayman Islands.

We may not hold an annual general meeting until

after the consummation of our initial business combination, which could delay the opportunity for our shareholders to elect directors.

In accordance with Nasdaq corporate governance

requirements, we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following

our listing on Nasdaq.

There is no requirement under the Companies Act for us to hold annual or general meetings to elect directors.

we hold an annual general meeting, public shareholders may not be afforded the opportunity to elect directors and to discuss company affairs

with management.

Our Board is divided into three classes with only one class of directors being elected in each year and each class (except

for those directors elected prior to our first annual general meeting) serving a three-year term.

In addition, as holders of our Class

A ordinary shares, our public shareholders will not have the right to vote on the election of directors until after the consummation of

our initial business combination.

In addition, prior to our initial business combination, holders of a majority of our founder shares

may remove a member of the Board for any reason.

Accordingly, you may not have any say in the management of our company prior to the consummation

of an initial business combination.

In accordance with Nasdaq

corporate governance requirements, we are not required to hold an annual general meeting until no later than one year after our first

fiscal year end following our listing on Nasdaq.

There is no requirement under the Companies Act for us to hold annual or general meetings

to elect directors.

Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to elect directors

and to discuss company affairs with management.

Our Board is divided into three classes with only one class of directors being elected

in each year and each class (except for those directors elected prior to our first annual general meeting) serving a three-year term.

In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the election of directors

until after the consummation of our initial business combination.

In addition, prior to our initial business combination, holders of a

majority of our founder shares may remove a member of the Board for any reason.

Accordingly, you may not have any say in the management

of our company prior to the consummation of an initial business combination.

Because we are neither limited to evaluating

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combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

Our efforts to identify a prospective initial

business combination target will not be limited to a particular industry, sector or geographic region.

While we may pursue an initial

business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify

and acquire a business or businesses that can benefit from our management team’s established global relationships and operating

Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully

in a number of sectors.

Our amended and restated memorandum and articles of association prohibits us from effectuating a business combination

with another blank check company or similar company with nominal operations.

Because we have not yet selected any specific target business

with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s

operations, results of operations, cash flows, liquidity, financial condition or prospects.

To the extent we complete our initial business

combination, we may be affected by numerous risks inherent in the business operations with which we combine.

For example, if we combine

with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks

inherent in the business and operations of a financially unstable or a development stage entity.

Although our officers and directors will

endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess

all of the significant risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these risks may

be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target

We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct

investment, if such opportunity were available, in a business combination target.

Accordingly, any shareholders who choose to remain shareholders

following the business combination could suffer a reduction in the value of their securities.

Such shareholders are unlikely to have a

remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers

or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities

laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable

material misstatement or material omission.

Our efforts to identify a

prospective initial business combination target will not be limited to a particular industry, sector or geographic region.

pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management

team to identify and acquire a business or businesses that can benefit from our management team’s established global relationships

and operating experience.

Our management team has extensive experience in identifying and executing strategic investments globally and

has done so successfully in a number of sectors.

Our Articles prohibit us from effectuating a business combination with another blank

check company or similar company with nominal operations.

Because we have not yet selected any specific target business with respect to

a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations,

results of operations, cash flows, liquidity, financial condition or prospects.

To the extent we complete our initial business combination,

we may be affected by numerous risks inherent in the business operations with which we combine.

For example, if we combine with a financially

unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business

and operations of a financially unstable or a development stage entity.

Although our officers and directors will endeavor to evaluate

the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant

risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control

and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We also cannot

assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity

were available, in a business combination target.

Accordingly, any shareholders who choose to remain shareholders following the business

combination could suffer a reduction in the value of their securities.

Such shareholders are unlikely to have a remedy for such reduction

in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of

care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy

solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement

or material omission.

We may seek business combination opportunities

in industries or sectors that may be outside of our management’s areas of expertise.

We will consider a business combination outside

of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate

offers an attractive business combination opportunity for our company.

Although our management will endeavor to evaluate the risks inherent

in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant

risk factors.

We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in

the Public Offering than a direct investment, if an opportunity were available, in a business combination candidate.

In the event we elect

to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may not be

directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas of our management’s

expertise would not be relevant to an understanding of the business that we elect to acquire.

As a result, our management may not be able

to ascertain or assess adequately all of the relevant risk factors.

Accordingly, any holders who choose to retain their securities following

our initial business combination could suffer a reduction in the value of their securities.

Such holders are unlikely to have a remedy

for such reduction in value.

We will consider a business

combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine

that such candidate offers an attractive business combination opportunity for our company.

Although our management will endeavor to evaluate

the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess

all of the significant risk factors.

We also cannot assure you that an investment in our units will not ultimately prove to be less favorable

to investors in the Public Offering than a direct investment, if an opportunity were available, in a business combination candidate.

the event we elect to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise

may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas of

our management’s expertise would not be relevant to an understanding of the business that we elect to acquire.

As a result, our

management may not be able to ascertain or assess adequately all of the relevant risk factors.

Accordingly, any holders who choose to

retain their securities following our initial business combination could suffer a reduction in the value of their securities.

are unlikely to have a remedy for such reduction in value.

Although we have identified general criteria

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business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria and

guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business

combination will not have all of these positive attributes.

If we complete our initial business combination with a target that does not

meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of

our general criteria and guidelines.

In addition, if we announce a prospective business combination with a target that does not meet our

general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for

us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash.

if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons,

it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet

our general criteria and guidelines.

If we are unable to complete our initial business combination, our public shareholders may receive

only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account, and our warrants

will expire worthless.

Although we have identified

general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter

into our initial business combination will not have all of these positive attributes.

If we complete our initial business combination

with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business

that does meet all of our general criteria and guidelines.

In addition, if we announce a prospective business combination with a target

that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may

make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain

amount of cash.

In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval

for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the

target business does not meet our general criteria and guidelines.

If we are unable to complete our initial business combination, our

public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our

trust account, and our warrants will expire worthless.

We may not be required to obtain an opinion

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a financial point of view.

Unless we complete our initial business combination

with an affiliated (as defined in our amended and restated memorandum and articles of association) entity or our Board cannot independently

determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not

required to obtain an opinion from an independent investment banking firm which is a member of FINRA or from another independent entity

that commonly renders valuation opinions that the consideration we are paying is fair to our company from a financial point of view.

no opinion is obtained, our shareholders will be relying on the judgment of our Board, who will determine fair market value based on standards

generally accepted by the financial community.

Such standards used will be disclosed in our proxy materials or tender offer documents,

as applicable, related to our initial business combination.

Unless we complete our initial

business combination with an affiliated (as defined in our Articles) entity or our Board cannot independently determine the fair market

value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion

from an independent investment banking firm which is a member of FINRA or from another independent entity that commonly renders valuation

opinions that the consideration 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, who will determine fair market value based on standards generally accepted by the financial

Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial

business combination.

We may issue additional Class A ordinary shares

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the interest of our shareholders and likely present other risks.

Our amended and restated memorandum and articles

of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary

shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share.

Immediately after the Public Offering,

there will be 167,630,749 and 11,907,687 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available

for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable

upon conversion of the Class B ordinary shares.

The Class B ordinary shares are automatically convertible into Class A ordinary shares

concurrently with or immediately following the consummation of our initial business combination, initially at a one-for-one ratio but

subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association, including in certain

circumstances in which we issue Class A ordinary shares or equity- linked securities related to our initial business combination.

after the Public Offering, there were no preferred shares issued and outstanding.

We may issue a substantial number of additional

Class A ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion

of our initial business combination.

We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio

greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein.

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 shares that would entitle the holders thereof to (i) receive funds from the trust account or

(ii) vote on any initial business combination.

These provisions of our amended and restated memorandum and articles of association, like

all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.

Our Articles authorize the

issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001

per share, and 1,000,000 preferred shares, par value $0.0001 per share.

Immediately after the Public Offering, there will be 167,630,749

and 11,907,687 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which

amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion

of the Class B ordinary shares.

The Class B ordinary shares are automatically convertible into Class A ordinary shares concurrently with

or immediately following the consummation of our initial business combination, initially at a one-for-one ratio but subject to adjustment

as set forth herein and in our Articles, including in certain circumstances in which we issue Class A ordinary shares or equity- linked

securities related to our initial business combination.

Immediately after the Public Offering, there were no preferred shares issued and

We may issue a substantial

number of additional Class A ordinary shares or preferred shares to complete our initial business combination or under an employee incentive

plan after completion of our initial business combination.

We may also issue Class A ordinary shares upon conversion of the Class B ordinary

shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions

as set forth therein.

However, our Articles provide, among other things, that prior to our initial business combination, we may not issue

additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business

These provisions of our Articles, like all provisions of our Articles, may be amended with a shareholder vote.

of additional ordinary or preferred shares:

● may significantly dilute the equity interest of investors

in the 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;

● may subordinate the rights of holders of Class A ordinary

shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares;

● could cause a change in control if a substantial number of

Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if

any, and could result in the resignation or removal of our present officers and directors;

● may have the effect of delaying or preventing a change of

control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

● may adversely affect prevailing market prices for our units,

Class A ordinary shares and/or warrants;

● may not result in adjustment to the exercise price of our

significantly dilute the equity interest of investors in the 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;

subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our

Class A ordinary shares;

cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability

to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking

to obtain control of us;

may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants;

may not result in adjustment to the exercise price of our warrants.

Unlike some other similarly structured special

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consummate an initial business combination.

The founder shares will automatically convert

into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one

basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject

to further adjustment as provided herein.

In the case that additional Class A ordinary shares or equity-linked securities are issued or

deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all

founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A ordinary shares outstanding

The founder shares will automatically

convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on

a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the

like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares or equity-linked securities

are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion

of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A ordinary shares outstanding

after such conversion (excluding the private placement shares underlying the private placement units and after giving effect to any redemptions

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of the funds in the trust account that are available for distribution to public shareholders, 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, consultants and others.

If we decide not to

complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be

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 are unable

to complete our initial business combination, our public shareholders may only receive approximately $10.00 per public share, or less

in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.

We anticipate that the investigation

of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments

will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others.

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.

are unable to complete our initial business combination, our public shareholders may only receive approximately $10.00 per public share,

or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.

We may be a passive foreign investment company,

or “PFIC,” which could result in adverse United States federal income tax consequences to U.S.

If we are a PFIC for any taxable year (or portion

thereof) that is included in the holding period of a U.S.

Holder (as defined in the section of our prospectus captioned “Taxation

— United States Federal Income Tax Considerations — U.S.

Holders”) of our Class A ordinary shares or warrants, the U.S.

If we are a PFIC for any taxable

year (or portion thereof) that is included in the holding period of a U.S.

Holder (as defined in the section of our prospectus captioned

“Taxation — United States Federal Income Tax Considerations — U.S.

Holders”) of our Class A ordinary shares or

warrants, the U.S.

Holder may be subject to adverse U.S.

federal income tax consequences and may be subject to additional reporting requirements.

status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception (see the section

of our prospectus captioned “Taxation — United States Federal Income Tax Considerations — U.S.

Holders — Passive

Foreign Investment Company Rules”).

Depending on the particular circumstances the application of the start-up exception may be subject

to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.

Accordingly, there can be no assurances

with respect to our status as a PFIC for our current taxable year or any subsequent taxable year.

Our actual PFIC status for any taxable

year, however, will not be determinable until after the end of such taxable year.

Moreover, if we determine we are a PFIC for any taxable

year, upon written request, we will endeavor to provide to a U.S.

Holder such information as the Internal Revenue Service (“IRS”)

may require, including a PFIC annual information statement, in order to enable the U.S.

Holder to make and maintain a “qualified

electing fund” election, but there can be no assurance that we will timely provide such required information, and such election

would be unavailable with respect to our warrants in all cases.

investors to consult their own tax advisors regarding the

possible application of the PFIC rules.

For a more detailed explanation of the tax consequences of PFIC classification to U.S.

see the section of the prospectus captioned “Taxation — United States Federal Income Tax Considerations — U.S.

Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception (see the

section of our prospectus captioned “Taxation — United States Federal Income Tax Considerations — U.S.

Passive Foreign Investment Company Rules”).

Depending on the particular circumstances the application of the start-up exception

may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.

Accordingly, there can

be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year.

Our actual PFIC status

for any taxable year, however, will not be determinable until after the end of such taxable year.

Moreover, if we determine we are a PFIC

for any taxable year, upon written request, we will endeavor to provide to a U.S.

Holder such information as the Internal Revenue Service

(“IRS”) may require, including a PFIC annual information statement, in order to enable the U.S.

Holder to make and maintain

a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information,

and such election would be unavailable with respect to our warrants in all cases.

investors to consult their own tax advisors

regarding the possible application of the PFIC rules.

For a more detailed explanation of the tax consequences of PFIC classification to

Holders, see the section of the prospectus captioned “Taxation — United States Federal Income Tax Considerations —

Holders — Passive Foreign Investment Company Rules.”

We may engage in a business combination with

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holders which may raise potential conflicts of interest.

In light of the involvement of our sponsor, officers

and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers, directors or

existing holders.

Our directors also serve as officers and board members for other entities, including, without limitation, those described

in our prospectus under “Management — Conflicts of Interest.” Such entities may compete with us for business combination

opportunities.

Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial

business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business

combination with any such entity or entities.

Although we will not be specifically focusing on, or targeting, any transaction with any

affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination

as set forth in “Proposed Business — Effecting our initial business combination — Selection of a target business and

structuring of our initial business combination” and such transaction was approved by a majority of our independent and disinterested

Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or another

independent entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a

business combination with an affiliate of our sponsor, officers, directors or existing holders, potential conflicts of interest still

may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would

be absent any conflicts of interest.

In light of the involvement

of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor,

officers, directors or existing holders.

Our directors also serve as officers and board members for other entities, including, without

limitation, those described in our prospectus under “Management — Conflicts of Interest.” Such entities may compete

with us for business combination opportunities.

Our sponsor, officers and directors are not currently aware of any specific opportunities

for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive

discussions concerning a business combination with any such entity or entities.

Although we will not be specifically focusing on, or targeting,

any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our

criteria for a business combination as set forth in “Proposed Business — Effecting our initial business combination —

Selection of a target business and structuring of our initial business combination” and such transaction was approved by a majority

of our independent and disinterested directors.

Despite our agreement to obtain an opinion from an independent investment banking firm

which is a member of FINRA or another independent entity that commonly renders valuation opinions regarding the fairness to our company

from a financial point of view of a business combination with an affiliate of our sponsor, officers, directors or existing holders, potential

conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public

shareholders as they would be absent any conflicts of interest.

Since our sponsor, officers and directors will

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is appropriate for our initial business combination.

On January 22, 2021, our sponsor paid $25,000,

or approximately $0.003 per share, to cover certain of our offering and formation costs in exchange for 8,625,000 founder shares.

to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible.

The purchase price

of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued.

The number of founder shares outstanding was determined based on the expectation that the total size of the Public Offering would be a

maximum of 34,500,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares

would represent 20% of the outstanding shares after the Public Offering, excluding the private placement shares underlying the private

placement units.

Up to 1,125,000 of the founder shares were eligible to be surrendered for no consideration depending on the extent to

which the underwriters’ over-allotment was exercised.

On April 7, 2021, the underwriter exercised the over-allotment option in part,

and as a result, 532,687 founder shares were forfeited.The founder shares will be worthless if we do not complete an initial business

In addition, our sponsor purchased an aggregate of 1,030,000 private placement units for an aggregate purchase price of $10,300,000,

or $10.00 per unit.

The private placement units (and the underlying securities) will also be worthless if we do not complete our initial

On January 22, 2021, our sponsor

paid $25,000, or approximately $0.003 per share, to cover certain of our offering and formation costs in exchange for 8,625,000 founder

Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible.

purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder

shares issued.

The number of founder shares outstanding was determined based on the expectation that the total size of the Public Offering

would be a maximum of 34,500,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such

founder shares would represent 20% of the outstanding shares after the Public Offering, excluding the private placement shares underlying

the private placement units.

Up to 1,125,000 of the founder shares were eligible to be surrendered for no consideration depending on the

extent to which the underwriters’ over-allotment was exercised.

On April 7, 2021, the underwriter exercised the over-allotment option

in part, and as a result, 532,687 founder shares were forfeited.The founder shares will be worthless if we do not complete an initial

business combination.

The personal and financial interests of our officers and directors may influence their motivation in identifying

and selecting a target business combination, completing an initial business combination and influencing the operation of the business

following the initial business combination.

This risk may become more acute as the 24-month anniversary of the closing of the Public Offering

nears, which is the deadline for our completion of an initial business combination.

In addition, our sponsor purchased an aggregate of 1,030,000 private placement units for an aggregate purchase price

of $10,300,000, or $10.00 per unit.

The private placement units (and the underlying securities) will also be worthless if we do not complete

our initial business combination.

The personal and financial interests of our officers and directors may influence their motivation in

identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the

business following the initial business combination.

This risk may become more acute as Extended Date nears, which is the deadline for

our completion of an initial business combination.

We may issue notes or other debt securities,

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and thus negatively impact the value of our shareholders’ investment in us.

Although we have no commitments as of the date

of this Annual Report on Form 10-K to issue any notes or other debt securities, or to otherwise incur outstanding debt following the Public

Offering, we may choose to incur substantial debt to complete our initial business combination.

We and our officers have agreed that we

will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in

or to the monies held in the trust account.

As such, no issuance of debt will affect the per-share amount available for redemption from

the trust account.

Although we have no commitments

as of the date of this Annual Report on Form 10-K to issue any notes or other debt securities, or to otherwise incur outstanding debt

following the Public Offering, we may choose to incur substantial debt to complete our initial business combination.

We and our officers

have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or

claim of any kind in or to the monies held in the trust account.

As such, no issuance of debt will affect the per-share amount available

for redemption from the trust account.

Nevertheless, the incurrence of debt could have a variety of negative effects, including:

● default and foreclosure on our assets if our operating revenues

after an initial business combination are insufficient to repay our debt obligations;

● acceleration of our obligations to repay the indebtedness

even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial

ratios or reserves without a waiver or renegotiation of that covenant;

● our immediate payment of all principal and accrued interest,

if any, if the debt security is payable on demand;

● our inability to obtain necessary additional financing if

the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

our inability to pay dividends on our Class A ordinary shares;

● using a substantial portion of our cash flow to pay principal

and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital

expenditures, acquisitions and other general corporate purposes;

● limitations on our flexibility in planning for and reacting

to changes in our business and in the industry in which we operate;

● increased vulnerability to adverse changes in general economic,

industry and competitive conditions and adverse changes in government regulation;

● 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.

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We may only be able to complete one business

combination with the proceeds of the Public Offering and the sale of the private placement units, which will cause us to be solely dependent

on a single business which may have a limited number of products or services.

This lack of diversification may negatively impact our operations

and profitability.

The net proceeds from the Public Offering and the private placement of units provided us with $312,363,272 that we

may use to complete our initial business combination (after taking into account the $11,329,238 of deferred underwriting commissions being

held in the trust account).

We may effectuate our initial business combination

with a single target business or multiple target businesses simultaneously or within a short period of time.

However, we may not be able

to effectuate our initial business combination with more than one target business because of various factors, including the existence

of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating

results and the financial condition of several target businesses as if they had been operated on a combined basis.

By completing our initial

business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory

developments.

Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting

of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different

areas of a single industry.

combination with the proceeds of the Public Offering and the sale of the private placement units after effecting redemptions in connection

with the EGM, 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.

The net proceeds from the Public Offering and the

private placement of units provided us with $24.1 million that we may use to complete our initial business combination after taking into

account the redemptions in connection with the EGM.

We may effectuate our initial

business combination with a single target business or multiple target businesses simultaneously or within a short period of time.

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.

completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic,

competitive and regulatory developments.

Further, we would not be able to diversify our operations or benefit from the possible spreading

of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different

industries or different areas of a single industry.

Accordingly, the prospects for our success may be:

● solely dependent upon the performance of a single business,

property or asset, or

● dependent upon the development or market acceptance of a single

or limited number of products, processes or services.

This lack of diversification may subject us to

numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry

in which we may operate subsequent to our initial business combination.

solely dependent upon the performance of a single business, property or asset, or

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification

may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon

the particular industry in which we may operate subsequent to our initial business combination.

We may attempt to simultaneously complete business

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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

If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

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

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that is not as profitable as we suspected, if at all.

In pursuing our business combination strategy,

we may seek to effectuate our initial business combination with a privately held company.

Very little public information generally exists

about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on

the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected,

In pursuing our business combination

strategy, we may seek to effectuate our initial business combination with a privately held company.

Very little public information generally

exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination

on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected,

We do not have a specified maximum redemption

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a substantial majority of our shareholders do not agree.

Our amended and restated memorandum and articles

of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less

than $5,000,001.

In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration

to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash

to satisfy other conditions.

As a result, we may be able to complete our initial business combination even though a substantial majority

of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our

initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender

offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any

of their affiliates.

In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are

validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination

exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary

shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

Our Articles provide that

in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or

its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders

do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination

and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into

privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates.

event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption

plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount

of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for

redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

In order to effectuate an initial business

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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 our shareholders may not support.

In order to effectuate a business combination,

special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments,

including their warrant agreements.

For example, special purpose acquisition 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 will require a special resolution under Cayman Islands law, which requires the affirmative vote

of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company,

and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any

amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement

warrants, 50% of the then outstanding private placement warrants.

In addition, our amended and restated memorandum and articles of association

requires us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment

to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption

in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination

within 24 months of the closing of the Public Offering or (B) with respect to any other material provisions relating to shareholders’

We cannot assure you that we will not seek to amend our Articles or governing instruments

in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

In order to effectuate a business

combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing

instruments, including their warrant agreements.

For example, special purpose acquisition 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.

Articles will require a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of our

ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company, and amending our warrant

agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms

of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the

then outstanding private placement warrants.

In addition, our Articles require us to provide our public shareholders with the opportunity

to redeem their public shares for cash if we propose an amendment to our Articles (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 an

initial business combination by the Extended Date or (B) with respect to any other material provisions relating to shareholders’

rights or pre-initial business combination activity.

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an initial business combination in order to effectuate our initial business combination.

The provisions of our amended and restated

memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement

governing the release of funds from our trust account) may be amended with the approval of holders of not less than two-thirds of our

ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company, which is a lower amendment

threshold than that of some other special purpose acquisition companies.

It may be easier for us, therefore, to amend our amended and

restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders

may not support.

Our amended and restated memorandum and articles

of association provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds

of the Public Offering and the private placement of units into the trust account and not release such amounts except in specified circumstances,

and to provide redemption rights to public shareholders as described herein) and corresponding provisions of the trust agreement governing

the release of funds from our trust account may be amended if approved by special resolution, under Cayman Islands law which requires

the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general

meeting of the company.

Our initial shareholders, who will collectively beneficially own 20% of our ordinary shares upon the closing of

the Public Offering (excluding the private placement shares underlying the private placement units), will participate in any vote to amend

our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner

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 special purpose acquisition companies, and this may increase

our ability to complete a business combination with which you do not agree.

Our shareholders may pursue remedies against us for any breach

of our amended and restated memorandum and articles of association.

Our sponsor, officers and directors have agreed,

pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles

of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination

or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the

Public Offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination

activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any

such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest

earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding

public shares.

Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have

the ability to pursue remedies against our sponsor, officers and directors for any breach of these agreements.

As a result, in the event

of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

The provisions of our Articles that relate

to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust

account) may be amended with the approval of holders of not less than two-thirds of our ordinary shares which are represented in person

or by proxy and are voted at a general meeting of the company, which is a lower amendment threshold than that of some other special purpose

acquisition companies.

It may be easier for us, therefore, to amend our Articles to facilitate the completion of an initial business combination

that some of our shareholders may not support.

Our Articles provide that

any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of the Public Offering

and the private placement of units into the trust account and not release such amounts except in specified circumstances, and to provide

redemption rights to public shareholders as described herein) and corresponding provisions of the trust agreement governing the release

of funds from our trust account may be amended if approved by special resolution, under Cayman Islands law which requires the affirmative

vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the

Our initial shareholders, who collectively beneficially own 70.5% of our ordinary shares after the redemptions in connection

with the EGM, will participate in any vote to amend our Articles and/or trust agreement and will have the discretion to vote in any manner

As a result, we may be able to amend the provisions of our Articles which govern our pre-business combination behavior more

easily than some other special purpose acquisition companies, and this may increase our ability to complete a business combination with

which you do not agree.

Our shareholders may pursue remedies against us for any breach of our Articles.

Our sponsor, officers and

directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our Articles (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 by the Extended Date or (B) with respect to any other material

provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders

with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash,

equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and

not previously released to us to pay our taxes, divided by the number of then outstanding public shares.

Our shareholders are not parties

to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor,

officers and directors for any breach of these agreements.

As a result, in the event of a breach, our shareholders would need to pursue

a shareholder derivative action, subject to applicable law.

We may be unable to obtain additional financing

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or abandon a particular business combination.

We have not selected any specific business combination

target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Public

Offering and the sale of the private placement units.

As a result, if the cash portion of the purchase price exceeds the amount available

from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional

financing to complete such proposed initial business combination.

We cannot assure you that such financing will be available on acceptable

terms, if at all.

To the extent that additional financing proves to be unavailable when needed to complete our initial business combination,

we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target

business candidate.

Further, we may be required to obtain additional financing in connection with the closing of our initial business

combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the

payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase

of other companies.

If we are unable to complete our initial business combination, our public shareholders may receive only approximately

$10.00 per public share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.

In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to

fund the operations or growth of the target business.

The failure to secure additional financing could have a material adverse effect

on the continued development or growth of the target business.

None of our officers, directors or shareholders is required to provide

any financing to us in connection with or after our initial business combination.

We intend to target businesses

with enterprise values that are greater than we could acquire with the net proceeds of the Public Offering and the sale of the private

placement units.

As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts

needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial

business combination.

We cannot assure you that such financing will be available on acceptable terms, if at all.

To the extent that additional

financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure

the transaction or abandon that particular business combination and seek an alternative target business candidate.

Further, we may be

required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes,

including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness

incurred in completing our initial business combination, or to fund the purchase of other companies.

If we are unable to complete our

initial business combination, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances,

on the liquidation of our trust account, and our warrants will expire worthless.

In addition, even if we do not need additional financing

to complete our initial business combination, we may require such financing to fund the operations or growth of the target business.

failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business.

None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business

Our independent registered public accounting

firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going

As of December 31, 2021, we had

approximately $1.7 million in cash and approximately $2.0 million in working capital.

As of December 31, 2022, we

had approximately $1.1 million in cash and approximately $0.8 million in working capital.

Further, we have incurred and expect to continue

9 unchanged sentences

interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do

Upon closing of the Public Offering, our initial

shareholders own 20% of our issued and outstanding ordinary shares (excluding the private placement shares underlying the private placement

Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you

do not support, including amendments to our amended and restated memorandum and articles of association.

In addition, prior to the closing

of our initial business combination, only holders of our founder shares will have the right to vote to continue the Company in a jurisdiction

outside the Cayman Islands.

This provision of our amended and restated memorandum and articles of association may only be amended by a

special resolution passed by not less than 90% of our ordinary shares which are represented in person or by proxy and are voted at our

general meeting.

As a result, you will not have any influence over our continuation in a jurisdiction outside the Cayman Islands prior

to our initial business combination.

If our initial shareholders purchase any additional

Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control.

Neither our initial

shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other

than as disclosed in the prospectus.

Factors that would be considered in making such additional purchases would include consideration

of the current trading price of our Class A ordinary shares.

In addition, our Board, whose members were appointed by our sponsor, is and

will be divided into three classes, each of which will generally serve for a term for three years with only one class of directors being

appointed in each year.

We may not hold an annual or extraordinary general meeting to appoint new directors prior to the completion of

our initial business combination, in which case all of the current directors will continue in office until at least the completion of

the business combination.

If there is an annual general meeting, as a consequence of our “staggered” Board, only a minority

of the Board will be considered for appointment and our initial shareholders, because of their ownership position, will have considerable

influence regarding the outcome.

Accordingly, our initial shareholders will continue to exert control at least until the completion of

our initial business combination.

Our initial shareholders own

70.5% of our issued and outstanding ordinary shares after giving effect to the redemptions in connection with the EGM.

Accordingly, they

may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including

amendments to our Articles.

In addition, prior to the closing of our initial business combination, only holders of our founder shares

will have the right to vote to continue the Company in a jurisdiction outside the Cayman Islands.

This provision of our Articles may only

be amended by a special resolution passed by not less than 90% of our ordinary shares which are represented in person or by proxy and

are voted at our general meeting.

As a result, you will not have any influence over our continuation in a jurisdiction outside the Cayman

Islands prior to our initial business combination.

If our initial shareholders

purchase any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their

Neither our initial shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase

additional securities, other than as disclosed in the prospectus.

Factors that would be considered in making such additional purchases

would include consideration of the current trading price of our Class A ordinary shares.

In addition, our Board, whose members were appointed

by our sponsor, is and will be divided into three classes, each of which will generally serve for a term for three years with only one

class of directors being appointed in each year.

We may not hold an annual or extraordinary general meeting to appoint new directors prior

to the completion of our initial business combination, in which case all of the current directors will continue in office until at least

the completion of the business combination.

If there is an annual general meeting, as a consequence of our “staggered” Board,

only a minority of the Board will be considered for appointment and our initial shareholders, because of their ownership position, will

have considerable influence regarding the outcome.

Accordingly, our initial shareholders will continue to exert control at least until

the completion of our initial business combination.

Because we must furnish our shareholders with

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some prospective target businesses.

The federal proxy rules require that the proxy

statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure.

We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required

under the tender offer rules.

These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting

principles generally accepted in the United States of America (“GAAP”) or international financial reporting standards as issued

by the International Accounting Standards Board (“IFRS”) depending on the circumstances and the historical financial statements

may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”).

These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable

to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our

initial business combination within the prescribed time frame.

The federal proxy rules require

that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement

We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they

are required under the tender offer rules.

These financial statements may be required to be prepared in accordance with, or be reconciled

to, accounting principles generally accepted in the United States of America (“GAAP”) or international financial reporting

standards as issued by the International Accounting Standards Board (“IFRS”) depending on the circumstances and the historical

financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (“PCAOB”).

These financial statement requirements may limit the pool of potential target businesses we may acquire

because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with

federal proxy rules and complete our initial business combination within the prescribed time frame.

Compliance obligations under the Sarbanes-Oxley

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and increase the time and costs of completing an initial business combination.

Section 404 of the Sarbanes-Oxley Act requires

that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December

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.

Further, for as long as we remain an emerging growth company, we will not be required to comply with

the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

The fact that

we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared

to other public companies because a target 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 business

Section 404 of the Sarbanes-Oxley

Act requires that we evaluate and report on our system of internal controls beginning with this Annual Report on Form 10-K for the year

ending December 31, 2022.

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.

Further, for as long as we remain an emerging growth company, we will not be required

to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on

us as compared to other public companies because a target 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 business combination.

RISKS RELATING TO THE POST-BUSINESS COMBINATION

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to lose some or all of your investment.

Even if we conduct 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 within 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

In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result

of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial

business combination or thereafter.

Accordingly, any holders who choose to retain their securities following the business combination

could suffer a reduction in the value of their securities.

Such shareholders are unlikely to have a remedy for such reduction in value

unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or

other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation

or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material

Even if we conduct 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

within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence,

or that factors outside of the target business and outside of our control will not later arise.

As a result of these factors, we may be

forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in

our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known

risks may materialize in a manner not consistent with our preliminary risk analysis.

Even though these charges may be non-cash items and

not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions

about us or our securities.

In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be

subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially

finance the initial business combination or thereafter.

Accordingly, any holders who choose to retain their securities following the business

combination could suffer a reduction in the value of their securities.

Such shareholders are unlikely to have a remedy for such reduction

in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of

care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy

solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement

or material omission.

The officers and directors of an acquisition

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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 role of an acquisition

candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time.

contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate

following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to

remain in place.

Our management may not be able to maintain

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business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure our initial business combination

so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets

of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more

of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to

be required to register as an investment company under the Investment Company Act.

We will not consider any transaction that does not

meet such criteria.

Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior

to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations

We may structure our initial

business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity

interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or

acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient

for us not to be required to register as an investment company under the Investment Company Act.

We will not consider any transaction

that does not meet such criteria.

Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders

prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations

ascribed to the target and us in the business combination.

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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.

When evaluating the desirability

of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management

may be limited due to a lack of time, resources or information.

Our assessment of the capabilities of the target business’s management,

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with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.

If we pursue a target company with operations

or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with

investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would

be subject to a variety of additional risks that may negatively impact our operations.

If we pursue a target 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 jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes

in the purchase price based on fluctuations in foreign exchange rates.

If we effect our initial business combination

with such a company, we would be subject to any special considerations or risks associated with companies operating in an international

setting, including any of the following:

● costs and difficulties inherent in managing cross-border business

● rules and regulations regarding currency redemption;

If we pursue a target company

with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in

connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination,

we would be subject to a variety of additional risks that may negatively impact our operations.

If we pursue a target 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 jurisdiction, having such transaction approved by any local governments, regulators or agencies

and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect our initial business

combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an

international setting, including any of the following:

and difficulties inherent in managing cross-border business operations;

and regulations regarding currency redemption;

complex corporate withholding taxes on individuals;

● laws governing the manner in which future business combinations

may be effected;

laws governing the manner in which future business combinations may be effected;

exchange listing and/or delisting requirements;

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longer payment cycles;

● tax issues, such as tax law changes and variations in tax

laws as compared to the United States;

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

currency fluctuations and exchange controls;

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underdeveloped or unpredictable legal or regulatory systems;

● corruption;

protection of intellectual property;

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regime changes and political upheaval;

● terrorist attacks, natural disasters, widespread health emergencies

terrorist attacks, natural disasters, widespread health emergencies and wars;

deterioration of political relations with the United States.

We may not be able to adequately address these

additional risks.

If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such

initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and

results of operations.

We may not be able to adequately

address these additional risks.

If we were unable to do so, we may be unable to complete such initial business combination, or, if we

complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial

condition and results of operations.

We may reincorporate in another jurisdiction

in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders.

We may, in connection with our initial business

combination and subject to requisite shareholder approval by special resolution under the Companies Act, reincorporate in the jurisdiction

in which the target company or business is located or in another jurisdiction.

The transaction may require a shareholder or warrant holder

to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are

resident if it is a tax transparent entity.

We do not intend to make any cash distributions to shareholders or warrant holders to pay

Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after

the reincorporation.

We may, in connection with

our initial business combination and subject to requisite shareholder approval by special resolution under the Companies Act, reincorporate

in the jurisdiction in which the target company or business is located or in another jurisdiction.

The transaction may require a shareholder

or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which

its members are resident if it is a tax transparent entity.

We do not intend to make any cash distributions to shareholders or warrant

holders to pay such taxes.

Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership

of us after the reincorporation.

We may reincorporate in another jurisdiction

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and we may not be able to enforce our legal rights.

In connection with our initial business combination,

we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction.

If we determine to do this, the

laws of such jurisdiction may govern some or all of our future material agreements.

The system of laws and the enforcement of existing

laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

The inability to enforce

or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

In connection with our initial

business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction.

If we determine

to do this, the laws of such jurisdiction may govern some or all of our future material agreements.

The system of laws and the enforcement

of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

The inability

to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities

We are subject to changing law and regulations

regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and regulations by various

governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and

the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law.

efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general

and administrative expenses and a diversion of management time and attention from revenue- generating activities to compliance activities.

Moreover, because these laws, regulations and

standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available.

This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions

to our disclosure and governance practices.

If we fail to address and comply with these regulations and any subsequent changes, we may

be subject to penalty and our business may be harmed.

We are subject to rules and

regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection

of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable

Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased

general and administrative expenses and a diversion of management time and attention from revenue- generating activities to compliance

Moreover, because these laws,

regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes

This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing

revisions to our disclosure and governance practices.

If we fail to address and comply with these regulations and any subsequent changes,

we may be subject to penalty and our business may be harmed.

If our management following our initial business

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which could lead to various regulatory issues.

Following our initial business combination, our

management may resign from their positions as officers or directors of the company and the management of the target business at the time

of the business combination will remain in place.

Management of the target business may not be familiar with United States securities

If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar

with such laws.

This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our

Following our initial business

combination, our management may resign from their positions as officers or directors of the company and the management of the target business

at the time of the business combination will remain in place.

Management of the target business may not be familiar with United States

securities laws.

If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming

familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect

our operations.

Exchange rate fluctuations and currency policies

may cause a target business’ ability to succeed in the international markets to be diminished.

In the event we acquire a non-U.S.

revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if

any, could be adversely affected by reductions in the value of the local currency.

The value of the currencies in our target regions fluctuate

and are affected by, among other things, changes in political and economic conditions.

Any change in the relative value of such currency

against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business

combination, our financial condition and results of operations.

Additionally, if a currency appreciates in value against the dollar prior

to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may

make it less likely that we are able to consummate such transaction.

In the event we acquire a

target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and

distributions, if any, could be adversely affected by reductions in the value of the local currency.

The value of the currencies in our

target regions fluctuate and are affected by, among other things, changes in political and economic conditions.

Any change in the relative

value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation

of our initial business combination, our financial condition and results of operations.

Additionally, if a currency appreciates in value

against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars

will increase, which may make it less likely that we are able to consummate such transaction.

After our initial business combination, substantially

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legal policies, developments and conditions in the country in which we operate.

The economic, political and social conditions,

as well as government policies, of the country in which our operations are located could affect our business.

Economic growth could be

uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future.

If in the future

such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in

certain industries.

A decrease in demand for spending in certain industries could materially and adversely affect our ability to find

an attractive target business with which to consummate our initial business combination and if we effect our initial business combination,

the ability of that target business to become profitable.

The economic, political and

social conditions, as well as government policies, of the country in which our operations are located could affect our business.

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.

RISKS RELATING TO OUR MANAGEMENT TEAM

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and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively

small group of individuals and, in particular, our officers and directors.

We believe that our success depends on the continued service

of our officers and directors, at least until we have completed our initial business combination.

In addition, our officers and directors

are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating

their time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

Our operations are dependent

upon a relatively small group of individuals and, in particular, our officers and directors.

We believe that our success depends on the

continued service of our officers and directors, at least until we have completed our initial business combination.

In addition, our officers

and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest

in allocating their time among various business activities, including identifying potential business combinations and monitoring the related

due diligence.

We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers.

The unexpected loss

of the services of one or more of our directors or officers could have a detrimental effect on us.

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

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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

While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you

that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements of operating

a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

Our 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.

Our key personnel may negotiate employment

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business combination is the most advantageous.

Our key personnel may be able to remain with our

company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements

in connection with the business combination.

Such negotiations would take place simultaneously with the negotiation of the business combination

and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would

render to us after the completion of the business combination.

Such negotiations also could make such key personnel’s retention

or resignation a condition to any such agreement.

The personal and financial interests of such individuals may influence their motivation

in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.

Our key personnel may be able

to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting

agreements in connection with the business combination.

Such negotiations would take place simultaneously with the negotiation of the

business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities

for services they would render to us after the completion of the business combination.

Such negotiations also could make such key personnel’s

retention or resignation a condition to any such agreement.

The personal and financial interests of such individuals may influence their

motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.

Our officers and directors will allocate their

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conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our officers and directors are not required to,

and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations

and our search for a business combination and their other businesses.

We do not intend to have any full-time employees prior to the completion

of our initial business combination.

Each of our officers is engaged in other business endeavors for which he may be entitled to substantial

compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.

Our independent directors

also serve as officers and board members for other entities.

If our officers’ and directors’ other business affairs require

them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability

to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

Our officers and directors

are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their

time between our operations and our search for a business combination and their other businesses.

We do not intend to have any full-time

employees prior to the completion of our initial business combination.

Each of our officers is engaged in other business endeavors for

which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per

week to our affairs.

Our independent directors also serve as officers and board members for other entities.

If our officers’ and

directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current

commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete

our initial business combination.

Our officers and directors presently have,

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of interest in determining to which entity a particular business opportunity should be presented.

Following the completion of the Public Offering

and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or

more businesses.

Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual

obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity

to such entities.

Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should

be presented.

These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior

to its presentation to us, subject to their fiduciary duties under Cayman Islands law.

Our amended and restated memorandum and articles

of association provide that, to the fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer

shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same

or similar business activities or lines of business as us;

and (ii) we renounce any interest or expectancy in, or in being offered an

opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on

the one hand, and us, on the other.

In addition, our sponsor and our officers and

directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures

during the period in which we are seeking an initial business combination.

Any such companies, businesses or investments may present additional

conflicts of interest in pursuing an initial business combination.

However, we do not believe that any such potential conflicts would

materially affect our ability to complete our initial business combination.

Following the completion of

the Public Offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining

with one or more businesses.

Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary

or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination

opportunity to such entities.

Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity

should be presented.

These conflicts may not be resolved in our favor and a potential target business may be presented to another entity

prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.

Our Articles provide that, to the fullest

extent permitted by applicable law:

(i) no individual serving as a director or an officer shall have any duty, except and to the extent

expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of

business as us;

and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential

transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

In addition, our sponsor and

our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business

or investment ventures during the period in which we are seeking an initial business combination.

Any such companies, businesses or investments

may present additional conflicts of interest in pursuing an initial business combination.

However, we do not believe that any such potential

conflicts would materially affect our ability to complete our initial business combination.

Our officers, directors, security holders and

their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits

our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment

to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.

In fact, we may enter into a business

combination with a target business that is affiliated with our sponsor, our directors or officers, although we do not intend to do so.

Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types

conducted by us.

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.

we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers, although

we do not intend to do so.

Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business

activities of the types conducted by us.

Accordingly, such persons or entities may have a conflict between their interests and ours.

The personal and financial interests of our directors

and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination.

Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in

a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate

and in our shareholders’ best interest.

If this were the case, it would be a breach of their fiduciary duties to us as a matter

of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’

The personal and financial

interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing

a business combination.

Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target

business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination

are appropriate and in our shareholders’ best interest.

If this were the case, it would be a breach of their fiduciary duties to

us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’

However, we might not ultimately be successful in any claim we may make against them for such reason.

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indemnification claims of our directors and officers.

We have agreed to indemnify our officers and directors

to the fullest extent permitted by law.

However, our officers and directors have agreed to waive any right, title, interest or claim of

any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever (except

to the extent they are entitled to funds from the trust account due to their ownership of public shares).

Accordingly, any indemnification

provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an

initial business combination.

Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit

against our officers or directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood

of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and

our shareholders.

Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement

and damage awards against our officers and directors pursuant to these indemnification provisions.

We have agreed to indemnify

our officers and directors to the fullest extent permitted by law.

However, our officers and directors have agreed to waive any right,

title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any

reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares).

any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii)

we consummate an initial business combination.

Our obligation to indemnify our officers and directors may discourage shareholders from

bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions also may have the effect of

reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might

otherwise benefit us and our shareholders.

Furthermore, a shareholder’s investment may be adversely affected to the extent we pay

the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

Our letter agreement with our sponsor, officers

and directors may be amended without shareholder approval.

Our letter agreement with our sponsor, officers

and directors contain provisions relating to transfer restrictions of our founder shares and private placement units, indemnification

of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account.

Our letter agreement with

our sponsor, officers and directors contain provisions relating to transfer restrictions of our founder shares and private placement units,

indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account.

The letter agreement may be amended without shareholder approval (although releasing the parties from the restriction not to transfer

the founder shares for 185 days following the date of our prospectus will require the prior written consent of the underwriters).

we do not expect our Board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible

that our Board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to

the letter agreement.

may be amended without shareholder approval (although releasing the parties from the restriction not to transfer the founder shares for

185 days following the date of our prospectus will require the prior written consent of the underwriters).

While we do not expect our

Board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our Board, in

exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement.

Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value

of an investment in our securities.

Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse

effect on the value of an investment in our securities.

RISKS RELATING TO OUR SECURITIES

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sell your public shares or warrants, potentially at a loss.

Our public shareholders will be entitled to receive

funds from the trust account only upon the earliest to occur of:

(i) our completion of an initial business combination, and then only

in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations and on the

conditions described herein, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend

our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption

in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business

combination within 24 months from the closing of the Public Offering or (B) with respect to any other material provisions relating to

shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of our public shares if we are unable

to complete an initial business combination within 24 months from the closing of the Public Offering, subject to applicable law and as

further described herein.

In no other circumstances will a public shareholder have any right or interest of any kind in the trust account.

Our public shareholders will

be entitled to receive funds from the trust account only upon the earliest to occur of:

(i) our completion of an initial business combination,

and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations

and on the conditions described herein, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote

to amend our Articles (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 by the Extended Date or (B)

with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, and

(iii) the redemption of our public shares if we are unable to complete an initial business combination by the Extended Date, subject to

applicable law and as further described herein.

In no other circumstances will a public shareholder have any right or interest of any

kind in the trust account.

Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants.

Accordingly, to liquidate

your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Nasdaq may delist our securities from trading

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restrictions.

Our units, Class A ordinary shares and warrants

are currently listed on Nasdaq.

Although we meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq

listing standards, we cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to our initial

business combination.

In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain

certain financial, distribution and share price levels.

Generally, following our initial public offering, we must maintain a minimum amount

in shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders).

Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial

listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the

listing of our securities on Nasdaq.

For instance, our share price would generally be required to be at least $4.00 per share and our

shareholders’ equity would generally be required to be at least $5.0 million.

We cannot assure you that we will be able to meet

those initial listing requirements at that time.

If Nasdaq delists our securities from trading

on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be

quoted on an over-the-counter market.

Our units, Class A ordinary

shares and warrants are currently listed on Nasdaq.

Although we meet, on a pro forma basis, the minimum initial listing standards set

forth in the Nasdaq listing standards, we cannot assure you that our securities will continue to be listed on Nasdaq in the future or

prior to our initial business combination.

In order to continue listing our securities on Nasdaq prior to our initial business combination,

we must maintain certain financial, distribution and share price levels.

Generally, following our initial public offering, we must maintain

a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300

public holders).

Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with

Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue

to maintain the listing of our securities on Nasdaq.

For instance, our share price would generally be required to be at least $4.00 per

share and our shareholders’ equity would generally be required to be at least $5.0 million.

We cannot assure you that we will be

able to meet those initial listing requirements at that time.

If Nasdaq delists our securities

from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities

could be quoted on an over-the-counter market.

If this were to occur, we could face significant material adverse consequences, including:

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reduced liquidity for our securities;

● a determination that our Class A ordinary shares are a “penny

stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result

in a reduced level of trading activity in the secondary trading market for our securities;

a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

a limited amount of news and analyst coverage;

● a decreased ability to issue additional securities or obtain

additional financing in the future.

The National Securities Markets Improvement Act

of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred

to as “covered securities.” Because our units, Class A ordinary shares and warrants are listed on Nasdaq, our units, Class

A ordinary shares and warrants will qualify as covered securities under the statute.

Although the states are preempted from regulating

the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and,

if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.

While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies,

other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers,

or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

Further, if we were no longer

listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each

state in which we offer our securities.

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets

Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which

are referred to as “covered securities.” Because our units, Class A ordinary shares and warrants are listed on Nasdaq, our

units, Class A ordinary shares and warrants will qualify as covered securities under the statute.

Although the states are preempted from

regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud,

and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular

While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check

companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these

powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

Further, if we were

no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation

in each state in which we offer our securities.

There is currently no market for our securities

and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

There is currently no market for our securities.

Shareholders therefore have no access to information about prior market history on which to base their investment decision.

the Public Offering, the price of our securities may vary significantly due to one or more potential business combinations and general

market or economic conditions.

Furthermore, an active trading market for our securities may never develop or, if developed, it may not

be sustained.

There is currently no market

for our securities.

Shareholders therefore have no access to information about prior market history on which to base their investment

Following the Public Offering, the price of our securities may vary significantly due to one or more potential business combinations

and general market or economic conditions.

Furthermore, an active trading market for our securities may never develop or, if developed,

it may not be sustained.

You may be unable to sell your securities unless a market can be established and sustained.

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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 will be governed by our

amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to

time) and the common law of the Cayman Islands.

We are 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 will

be governed by our Articles, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the

Cayman Islands.

We will also be subject to the federal securities laws of the United States.

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

In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the

United States.

We have been advised by Maples and Calder, our

Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts

of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state;

and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions

of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the

courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without

retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation

to pay the sum for which judgment has been given provided certain conditions are met.

For a foreign judgment to be enforced in the Cayman

Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty,

inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner,

or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive

or multiple damages may well be held to be contrary to public policy).

A Cayman Islands Court may stay enforcement proceedings if concurrent

proceedings are being brought elsewhere.

As a result of all of the above, public shareholders

may have more difficulty in protecting their interests in the face of actions taken by management, members of the Board or controlling

shareholders than they would as public shareholders of a United States company.

The rights of shareholders to take action

against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands

law are to a large extent governed by the common law of the Cayman Islands.

The common law of the Cayman Islands is derived in part from

comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of

persuasive authority, but are not binding on a court in the Cayman Islands.

The rights of our shareholders and the fiduciary responsibilities

of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions

in the United States.

In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and

certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law.

In addition, Cayman

Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

We have been advised by Maples

and Calder, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us

judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States

or any state;

and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability

provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are

penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the

United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction

without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an

obligation to pay the sum for which judgment has been given provided certain conditions are met.

For a foreign judgment to be enforced

in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine

or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained

in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards

of punitive or multiple damages may well be held to be contrary to public policy).

A Cayman Islands Court may stay enforcement proceedings

if concurrent proceedings are being brought elsewhere.

As a result of all of the

above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members

of the Board or controlling shareholders than they would as public shareholders of a United States company.

After our initial business combination, it

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therefore, investors may not be able to enforce federal securities laws or their other legal rights.

It is possible that after our initial business

combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside

of the United States.

As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their

legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated

upon civil liabilities and criminal penalties on our directors and officers under United States laws.

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

These provisions include a staggered Board and the ability of the Board to designate the terms of and issue new series of preferred

shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of

a premium over prevailing market prices for our securities.

It is possible that after

our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets

will be located outside of the United States.

As a result, it may be difficult, or in some cases not possible, for investors in the United

States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United

States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

Provisions in our Articles may inhibit a takeover

of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench

Our Articles contain provisions

that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests.

These provisions include

a staggered Board and the ability of the Board to designate the terms of and issue new series of preferred shares, which may make the

removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing

market prices for our securities.

An investment in the Public Offering may result

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federal income tax consequences.

An investment in the Public Offering may result

in uncertain U.S.

An investment in the Public

Offering may result in uncertain U.S.

federal income tax consequences.

For instance, because there are no authorities that directly address instruments similar

to the units we issued in the Public Offering, the allocation an investor makes with respect to the purchase price of a unit between the

Class A ordinary shares and the one-half of one warrant to purchase one Class A ordinary share included in each unit could be challenged

by the IRS or courts.

For instance, because there are no authorities that directly address

instruments similar to the units we issued in the Public Offering, the allocation an investor makes with respect to the purchase price

of a unit between the Class A ordinary shares and the one-half of one warrant to purchase one Class A ordinary share included in each

unit could be challenged by the IRS or courts.

In addition, the U.S.

federal income tax consequences of a cashless exercise of warrants included in the units issued

in the Public Offering is unclear under current law.

Finally, it is unclear whether the redemption rights with respect to our ordinary

shares suspend the running of a U.S.

Holder’s holding period for purposes of determining whether any gain or loss realized by such

holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and for determining whether any dividend we

pay would be considered “qualified dividend income” for U.S.

federal income tax consequences of a cashless exercise of warrants

included in the units issued in the Public Offering is unclear under current law.

Finally, it is unclear whether the redemption rights

with respect to our ordinary shares suspend the running of a U.S.

Holder’s holding period for purposes of determining whether any

gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and for determining

whether any dividend we pay would be considered “qualified dividend income” for U.S.

federal income tax purposes.

See the section in our prospectus

titled “Taxation — United States Federal Income Tax Considerations” for a summary of the U.S.

federal income tax considerations

of an investment in our securities.

Prospective investors are urged to consult their tax advisors with respect to these and other tax

consequences when acquiring, owning or disposing of our securities.

section in our prospectus titled “Taxation — United States Federal Income Tax Considerations” for a summary of the U.S.

federal income tax considerations of an investment in our securities.

Prospective investors are urged to consult their tax advisors with

respect to these and other tax consequences when acquiring, owning or disposing of our securities.

We may amend the terms of the warrants in a

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Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants are issued in registered form under

a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

The warrant agreement provides that

the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or to correct any

defective provision or mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants

and the warrant agreement, (ii) adjusting the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance

with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement

as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of

the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding public warrants

is required to make any change that adversely affects the interests of the registered holders of public warrants.

Accordingly, we may

amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least 50% 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

50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase

the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class

A ordinary shares purchasable upon exercise of a warrant.

Our warrants are issued in

registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity

or to correct any defective provision or mistake, including to conform the provisions of the warrant agreement to the description of the

terms of the warrants and the warrant agreement, (ii) adjusting the provisions relating to cash dividends on ordinary shares as contemplated

by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising

under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely

affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding

public warrants is required to make any change that adversely affects the interests of the registered holders of public warrants.

we may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least 50% 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 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other

things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease

the number of Class A ordinary shares purchasable upon exercise of a warrant.

Our warrant agreement designates the courts

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to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject to

applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including

under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for

the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive

forum for any such action, proceeding or claim.

We will waive any objection to such exclusive jurisdiction and that such courts represent

an inconvenient forum.

Notwithstanding the foregoing, these provisions

of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim

for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing

or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions

in our warrant agreement.

If any action, the subject matter of which is within the scope 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:

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

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 and result in increased costs to warrant holders to bring a lawsuit.

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

Our warrant agreement provides

that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement,

including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District

Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the

exclusive forum for any such action, proceeding or claim.

We will waive any objection to such exclusive jurisdiction and that such courts

represent an inconvenient forum.

Notwithstanding the foregoing,

these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act

or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

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 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 and result in increased costs to warrant holders to bring a lawsuit.

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.

We may redeem your unexpired warrants prior

to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants

at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price

of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,

recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date

on which we give proper notice of such redemption to the warrants holders and provided certain other conditions are met.

We will not redeem

the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise

of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption

period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities

If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify

the underlying securities for sale under all applicable state securities laws.

Redemption of the outstanding warrants could force you

to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell

your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption

price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value

of your warrants.

None of the private placement warrants will be redeemable by us so long as they are held by the sponsor or its permitted

We have the ability to redeem

outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided

that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations,

reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day

prior to the date on which we give proper notice of such redemption to the warrants holders and provided certain other conditions are

We will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary

shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available

throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt

from registration under the Securities Act.

If and when the warrants become redeemable by us, we may exercise our redemption right even

if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of the

outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous

for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii)

accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially

less than the market value of your warrants.

None of the private placement warrants will be redeemable by us so long as they are held

by the sponsor or its permitted transferees.

Our warrants may have an adverse effect on

the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.

We issued warrants to purchase 16,184,625 of our

Class A ordinary shares as part of the units offered and, simultaneously with the closing of the Public Offering, we issued in a private

placement an aggregate of 1,030,000 private placement units, which have underlying warrants to purchase an aggregate of 515,000 Class

A ordinary shares, at $11.50 per share.

In addition, if the sponsor makes any working capital loans, it may convert those loans into up

to an additional 150,000 private placement units, at the price of $10.00 per unit.

To the extent we issue ordinary shares to effectuate

a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of

these warrants could make us a less attractive acquisition vehicle to a target business.

Such warrants, when exercised, will increase

the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the

business transaction.

Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of

acquiring the target business.

We issued warrants to purchase

16,184,625 of our Class A ordinary shares as part of the units offered and, simultaneously with the closing of the Public Offering, we

issued in a private placement an aggregate of 1,030,000 private placement units, which have underlying warrants to purchase an aggregate

of 515,000 Class A ordinary shares, at $11.50 per share.

In addition, if the sponsor makes any working capital loans, it may convert those

loans into up to an additional 150,000 private placement units, at the price of $10.00 per unit.

To the extent we issue ordinary shares

to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon

exercise of these warrants could make us a less attractive acquisition vehicle to a target business.

Such warrants, when exercised, will

increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete

the business transaction.

Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost

of acquiring the target business.

Because each unit contains one-half of one

warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.

Each unit contains one-half of one warrant.

to the warrant agreement, no fractional warrants were issued upon separation of the units, and only whole units trade.

If, upon exercise

of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest

whole number the number of Class A ordinary shares to be issued to the warrant holder.

This is different from other offerings similar

to ours in which units include one ordinary share and one warrant to purchase one whole share.

We have established the components of the

units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants

will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole warrant to purchase

one share, thus making us, we believe, a more attractive business combination partner for target companies.

Nevertheless, this unit structure

may cause our units to be worth less than if it included a warrant to purchase one whole share.

Each unit contains one-half

of one warrant.

Pursuant to the warrant agreement, no fractional warrants were issued upon separation of the units, and only whole units

If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise,

round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder.

This is different from

other offerings similar to ours in which units include one ordinary share and one warrant to purchase one whole share.

We have established

the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination

since the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole

warrant to purchase one share, thus making us, we believe, a more attractive business combination partner for target companies.

Nevertheless,

this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.

A provision of our warrant agreement may make

it more difficult for us to consummate an initial business combination.

If (i) we issue additional ordinary shares or

equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued

Price of less than $9.20 per Class A ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of

the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (iii) the Market Value

of our Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent)

to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be

adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share

redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

If (i) we issue additional

ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination

at a Newly Issued Price of less than $9.20 per Class A ordinary share, (ii) the aggregate gross proceeds from such issuances represent

more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (iii)

the Market Value of our Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to

the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger

price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the

$10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 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.

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future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

Pursuant to an agreement entered into concurrently

with the issuance and sale of the securities in the Public Offering, our initial shareholders and their permitted transferees can demand

that we register the Class A ordinary shares into which founder shares are convertible, holders of our private placement units and their

permitted transferees can demand that we register the private placement units, the private placement shares, the private placement warrants

and the Class A ordinary shares issuable upon exercise of the private placement warrants, and holders of securities that may be issued

upon conversion of working capital loans may demand that we register such units, shares, warrants or the Class A ordinary shares issuable

upon exercise of such warrants.

Pursuant to an agreement entered

into concurrently with the issuance and sale of the securities in the Public Offering, our initial shareholders and their permitted transferees

can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our private placement units

and their permitted transferees can demand that we register the private placement units, the private placement shares, the private placement

warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and holders of securities that may

be issued upon conversion of working capital loans may demand that we register such units, shares, 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.

addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude.

is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash

consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares

owned by our initial shareholders, holders of our private placement units or holders of our working capital loans or their respective

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

In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude.

This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more

cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary

shares owned by our initial shareholders, holders of our private placement units or holders of our working capital loans or their respective

permitted transferees are registered.

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be entitled to vote on the appointment of directors and certain other matters prior to our initial business combination.

As holders of our Class A ordinary shares, our

public shareholders will not have the right to vote on the appointment of directors until after the consummation of our initial business

In addition, prior to our initial business combination, holders of a majority of our founder shares may remove a member of

the Board for any reason.

Accordingly, you may not have any say in the management of our company prior to the consummation of an initial

business combination.

In addition, prior to the closing of our initial business combination, only holders of Class B ordinary shares will

have the right to vote on continuing the company in a jurisdiction outside of the Cayman Islands.

As holders of our Class A

ordinary shares, our public shareholders will not have the right to vote on the appointment of directors until after the consummation

of our initial business combination.

In addition, prior to our initial business combination, holders of a majority of our founder shares

may remove a member of the Board for any reason.

Accordingly, you may not have any say in the management of our company prior to the consummation

of an initial business combination.

In addition, prior to the closing of our initial business combination, only holders of Class B ordinary

shares will have the right to vote on continuing the company in a jurisdiction outside of the Cayman Islands.

You will not be permitted to exercise your

warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available.

If the issuance of the Class A ordinary shares

upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable

state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire

In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price

solely for the Class A ordinary shares included in the units.

We are registering the Class A ordinary shares

issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become

exercisable 30 days after the completion of our initial business combination, which may be within one year of the Public Offering.

because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business

combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial

business combination, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than

20 business days, after the closing of our initial business combination, we will use our commercially reasonable efforts to file with

the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement

covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter

will use our best efforts to cause the same to become effective within 60 business days following our initial business combination and

to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of

the warrants in accordance with the provisions of the warrant agreement.

We cannot assure you that we will be able to do so if, for example,

any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus,

the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

If the Class A ordinary shares issuable upon

exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants

who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless

If the issuance of the Class

A ordinary shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities

Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have

no value and expire worthless.

In such event, holders who acquired their warrants as part of a purchase of units will have paid the full

unit purchase price solely for the Class A ordinary shares included in the units.

We are registering the Class

A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the

warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of the

Public Offering.

However, because the warrants will be exercisable until their expiration date of up to five years after the completion

of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the

consummation of our initial business combination, under the terms of the warrant agreement, we have agreed that, as soon as practicable,

but in no event later than 20 business days, after the closing of our initial business combination, we will use our commercially reasonable

efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration

statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and

thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial business combination

and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration

of the warrants in accordance with the provisions of the warrant agreement.

We cannot assure you that we will be able to do so if, for

example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or

prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop

If the Class A ordinary shares

issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders

of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless

basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

In no event will warrants be exercisable for cash

or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance

of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption

from registration or qualification is available.

If our Class A ordinary shares are at the time

of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities”

under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants

to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act;

the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares

underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our best efforts to register

or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available.

In no event will we be required to net cash settle

any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants

in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state

securities laws.

In no event will warrants

be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their

warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the

exercising holder, or an exemption from registration or qualification is available.

If our Class A ordinary shares

are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered

securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise

their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities

in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the

shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our best efforts

to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available.

In no event will we be required

to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in

exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities

Act or applicable state securities laws.

You may only be able to exercise your public

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from such exercise than if you were to exercise such warrants for cash.

The warrant agreement provides that in the following

circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will, instead, be required

to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act:

(i) if the Class A ordinary shares issuable upon

exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement;

have so elected and the 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 “covered securities” under Section 18(b)(1) of the Securities Act;

and (iii) if we

have so elected and we call the public warrants for redemption.

If you exercise your public warrants on a cashless basis, you would pay

the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to lesser of (A) the quotient

obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the

“fair market value” of our Class A ordinary shares (as defined in the next sentence) over the exercise price of the warrants

by (y) the fair market value and (B) 0.361.

The “fair market value” is the average reported closing price of the Class A ordinary

shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant

agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

As a result, you would receive fewer Class

A ordinary shares from such exercise than if you were to exercise such warrants for cash.

The warrant agreement provides

that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will,

instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act:

(i) if the Class A ordinary

shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant

(ii) if we have so elected and the 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 “covered securities” under Section 18(b)(1) of the Securities

and (iii) if we have so elected and we call the public warrants for redemption.

If you exercise your public warrants on a cashless

basis, you would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to lesser

of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied

by the excess of the “fair market value” of our Class A ordinary shares (as defined in the next sentence) over the exercise

price of the warrants by (y) the fair market value and (B) 0.361.

The “fair market value” is the average reported closing

price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of

exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

result, you would receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash.

GENERAL RISK FACTORS

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history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a blank check company incorporated under

the laws of the Cayman Islands with no operating results, and we did not commence operations until obtaining funding through the Public

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.

We have no plans, arrangements or understandings with any prospective target business

concerning a business combination and may be unable to complete our initial business combination.

If we fail to complete our initial business

combination, we will never generate any operating revenues.

We are a blank check company

incorporated under the laws of the Cayman Islands with no operating results, and we did not commence operations until obtaining funding

through the Public Offering.

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.

We have no plans, arrangements or understandings with any prospective

target business concerning a business combination and may be unable to complete our initial business combination.

If we fail to complete

our initial business combination, we will never generate any operating revenues.

Past performance by our management team or

their respective affiliates may not be indicative of future performance of an investment in us.

Information regarding performance by, or businesses

associated with, our management team or businesses associated with them is presented for informational purposes only.

Past performance

by our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that

we will be able to locate a suitable candidate for our initial business combination.

You should not rely on the historical record of the

performance of our management team’s or businesses associated with them as indicative of our future performance of an investment

in us or the returns we will, or is likely to, generate going forward.

Information regarding performance

by, or businesses associated with, our management team or businesses associated with them is presented for informational purposes only.

Past performance by our management team is not a guarantee either (i) of success with respect to any business combination we may consummate

or (ii) that we will be able to locate a suitable candidate for our initial business combination.

You should not rely on the historical

record of the performance of our management team’s or businesses associated with them as indicative of our future performance of

an investment in us or the returns we will, or is likely to, generate going forward.

Past performance by our management team and

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may not be indicative of future performance of an investment in the company.

Information regarding our management team and

their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated,

is presented for informational purposes only.

Any past experience and performance by our management team and their affiliates and the

businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate

for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect

to any initial business combination we may consummate.

You should not rely on the historical experiences of our management team and their

affiliates, including investments and transactions in which they have participated and businesses with which they have been associated,

as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our

management team or their affiliates.

The market price of our securities may be influenced by numerous factors, many of which are beyond

our control, and our shareholders may experience losses on their investment in our securities.

Information regarding our

management team and their affiliates, including investments and transactions in which they have participated and businesses with which

they have been associated, is presented for informational purposes only.

Any past experience and performance by our management team and

their affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify

a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders, or of

any results with respect to any initial business combination we may consummate.

You should not rely on the historical experiences of our

management team and their affiliates, including investments and transactions in which they have participated and businesses with which

they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by

each of the members of our management team or their affiliates.

The market price of our securities may be influenced by numerous factors,

many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.

We have identified a material weakness in our

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affect investor confidence in us and materially and adversely affect our business and operating results.

Following the issuance of the SEC Statement, and

after consultation with our independent registered public accounting firm, our management concluded that we identified a material weakness

in our internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal

control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial

statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls are necessary for

us to provide reliable financial reports and prevent fraud.

We continue to evaluate steps to remediate the material weakness.

These remediation

measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

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.

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.

Following the issuance of

the SEC Statement, and after consultation with our independent registered public accounting firm, our management concluded that we identified

a material weakness in our internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies,

in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or

interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls

are necessary for us to provide reliable financial reports and prevent fraud.

We continue to evaluate steps to remediate the material

These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately

have the intended effects.

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.

As a result of the material weakness in our internal

control over financial reporting, the change in accounting for the warrants and public shares, and other matters raised or that may in

the future be raised by the SEC, we potentially face 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 material weaknesses and the preparation of our

financial statements.

As of the date of this Annual Report on Form 10-K, we have no knowledge of any such litigation or dispute.

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.

As a result of the material

weakness in our internal control over financial reporting, the change in accounting for the warrants and public shares, and other matters

raised or that may in the future be raised by the SEC, we potentially face 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 material weaknesses and the

preparation of our financial statements.

As of the date of this Annual Report on Form 10-K, we have no knowledge of any such litigation

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.

Cyber incidents or attacks directed at us could

result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information

systems, infrastructure and cloud applications and services, including those of third parties with which we may deal.

Sophisticated and

deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the

cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data.

stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial

We depend on digital technologies,

including information systems, infrastructure and cloud applications and services, including those of third parties with which we may

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure

of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential

As an early stage company without significant investments in data security protection, we may not be sufficiently protected against

such occurrences.

We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability

to, cyber incidents.

It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business

and lead to financial loss.

We are an emerging growth company and a smaller

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may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company”

within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not

being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously

We are an “emerging

growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but

not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from

the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved.

As a result, our shareholders may not have access to certain information they may deem important.

We could be an emerging growth

company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our

Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer

be an emerging growth company as of the following December 31.

We cannot predict whether investors will find our securities less attractive

because we will rely on these exemptions.

If some investors find our securities less attractive

as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there

may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such an election to opt out is irrevocable.

We have elected not to opt out of such extended transition period which means that when

a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,

can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our

financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has

opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards

Additionally, we are a “smaller reporting

company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure

obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting

company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250

million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value

of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th.

To the extent we take advantage of such

reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market

value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we

would no longer be an emerging growth company as of the following December 31.

We cannot predict whether investors will find our securities

less attractive because we will rely on these exemptions.

If some investors find our

securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they

otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more

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.

Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such extended transition period

which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an

emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Additionally, we are a “smaller

reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced

disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller

reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds

$250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market

value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th.

To the extent we take advantage of

such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or

Our initial business combination and our structure

2 unchanged sentences

may be more complex, burdensome and uncertain.

Although we will attempt to structure our initial

business combination in a tax-efficient manner, tax structuring considerations are complex, the relevant facts and law are uncertain and

may change, and we may prioritize commercial and other considerations over tax considerations.

For example, in connection with our initial

business combination and subject to any requisite shareholder approval, we may structure our business combination in a manner that requires

shareholders and/or warrant holders to recognize gain or income for tax purposes, effect a business combination with a target company

in another jurisdiction, or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which the target

company or business is located).

We do not intend to make any cash distributions to shareholders or warrant holders to pay taxes in connection

with our business combination or thereafter.

Accordingly, a shareholder or a warrant holder may need to satisfy any liability resulting

from our initial business combination with cash from its own funds or by selling all or a portion of the shares received.

shareholders and warrant holders may also be subject to additional income, withholding or other taxes with respect to their ownership

of us after our initial business combination.

In addition, we may effect a business combination

with a target company that has business operations outside of the United States, and possibly, business operations in multiple jurisdictions.

If we effect such a business combination, we could be subject to significant income, withholding and other tax obligations in a number

of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions.

Due to the complexity of tax obligations

and filings in other jurisdictions, we may have a heightened risk related to audits or examinations by U.S.

federal, state, local and

Although we will attempt to

structure our initial business combination in a tax-efficient manner, tax structuring considerations are complex, the relevant facts and

law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations.

For example, in connection

with our initial business combination and subject to any requisite shareholder approval, we may structure our business combination in

a manner that requires shareholders and/or warrant holders to recognize gain or income for tax purposes, effect a business combination

with a target company in another jurisdiction, or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction

in which the target company or business is located).

We do not intend to make any cash distributions to shareholders or warrant holders

to pay taxes in connection with our business combination or thereafter.

Accordingly, a shareholder or a warrant holder may need to satisfy

any liability resulting from our initial business combination with cash from its own funds or by selling all or a portion of the shares

In addition, shareholders and warrant holders may also be subject to additional income, withholding or other taxes with respect

to their ownership of us after our initial business combination.

In addition, we may effect

a business combination with a target company that has business operations outside of the United States, and possibly, business operations

in multiple jurisdictions.

If we effect such a business combination, we could be subject to significant income, withholding and other

tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions.

the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations

federal, state, local and non-U.S.

taxing authorities.

This additional complexity and risk could have an adverse effect on our after-tax profitability and financial

This additional complexity and risk could have an adverse effect on our

after-tax profitability and financial condition.

We employ a mail forwarding service, which

may delay or disrupt our ability to receive mail in a timely manner

Mail addressed to the company and received at

its registered office will be forwarded unopened to the forwarding address supplied by us.

None of the company, its directors, officers,

advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any

responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability to communicate with

Mail addressed to the company

and received at its registered office will be forwarded unopened to the forwarding address supplied by us.

None of the company, its directors,

officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will

bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability to communicate

UNRESOLVED STAFF COMMENTS.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors