Item 1. Business
Item 1. Business.
Introduction
We are a special purpose acquisition company incorporated
in the Cayman Islands on June 15, 2021, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or other similar Business Combination with one or more businesses. We have neither engaged in any operations nor generated
any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act
of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash.
On June 19, 2021, our Sponsor paid $25,000, or
approximately $0.009 per share, to cover certain of our offering and formation costs in exchange for 2,875,000 Class B ordinary shares,
par value $0.0001 per share (the “founder shares” or “Class B ordinary shares”). On November 29, 2023, our Sponsor
transferred 30,000 founder shares to each of our independent directors, Mark McKenna and John Schmid, and to our advisor, Andrew Phillips.
On February 1, 2024, the Company issued an additional 1,437,500 founder shares to our Sponsor. On February 8, 2024, the Company issued
an additional 287,500 founder shares to our Sponsor, resulting in our Sponsor holding a total of 4,510,000 founder shares, with up to
600,000 founder shares subject to forfeiture depending on the extent to which the over-allotment option of the underwriter of the IPO
(the “IPO underwriter”), as discussed in further detail below, was exercised.
On February 13, 2024, we consummated our IPO (the
“IPO”) of 18,400,000 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), including
the issuance of 2,400,000 Class A Ordinary Shares as a result of the IPO underwriter’s exercise in full of its over-allotment option.
The Class A Ordinary Shares were sold at a price of $10.00 per share, generating gross proceeds to the Company of $184,000,000.
Simultaneously with the closing of the IPO, pursuant
to a Private Placement Class A Ordinary Shares Purchase Agreement (the “Private Placement Shares Purchase Agreement”) between
the Company and the Sponsor, the Company completed the private sale of 509,000 Class A Ordinary Shares (the “Private Placement Shares”)
at a purchase price of $10.00 per Private Placement Share, to the Sponsor, generating gross proceeds to the Company of $5,090,000. The
Private Placement Shares are identical to the Class A Ordinary Shares sold in the IPO, except that, so long as they are held by the Sponsor
and its permitted transferees: (i) they may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days
after the completion of a business combination and (ii) they are entitled to registration rights. Additionally, on February 13, 2024,
three investment vehicles managed by Cormorant Asset Management, LP (“Cormorant” and, the investment vehicles managed by Cormorant,
the “Cormorant Funds”) purchased 2,400,000 Class A ordinary shares in the IPO at the IPO price.
A total of $184,000,000 comprised of the net proceeds
from the IPO and the sale of the Private Placement Shares was placed in the trust account (the “Trust Account”), located in
the United States with Continental Stock Transfer & Trust Company acting as trustee. The funds held in the Trust Account
are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as
amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect
to interest earned on the funds in the Trust Account that may be released to the Company to pay its taxes and up to $100,000 of interest
to pay dissolution expenses, the funds held in the Trust Account will not be released from the Trust Account until the earliest of (i)
the completion of the Company’s initial business combination, (ii) the redemption of the Class A Ordinary Shares sold in the IPO
(the “Public Shares”) if the Company is unable to complete its initial business combination within 24 months from the closing
of the IPO, subject to applicable law or (iii) the redemption of any of the Company’s Public Shares properly tendered in connection
with a shareholder vote to amend the Company’s Articles (the “Articles”) (A) to modify the substance or timing of its
obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s
Public Shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect
to any other provision relating to shareholders’ rights or pre-business combination activity.
On February 8, 2025, in connection with the appointment of Mr. Albert
A. Holman, III to the board of directors, the Sponsor transferred 30,000 founder shares held by it to Mr. Holman.
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Proposed Business Combination with BridgeBio
Oncology Therapeutics
On February 28, 2025, we entered into a
business combination agreement (the “BBOT Business Combination Agreement”, and the transactions contemplated thereby, including
the Domestication and Merger, each as defined below, the “BBOT Business Combination”) with TheRas, Inc., a Delaware corporation
(doing business as BridgeBio Oncology Therapeutics, “BBOT”) and Helix II Merger Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Company (“Merger Sub”), pursuant to which, among other things and subject to the terms and conditions contained
in the BBOT Business Combination Agreement (i) the Company will de-register in the Cayman Islands and transfer by way of continuation
out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation (the “Domestication”),
and (ii) following the Domestication, Merger Sub will be merged with and into BBOT, as a result of which BBOT will be the surviving company
and a wholly-owned subsidiary of the Company (the “Merger”).
BBOT is a clinical-stage biopharmaceutical company
advancing a next-generation pipeline of novel small molecule therapeutics targeting RAS and PI3Ka malignancies.
Consummation of the transactions contemplated
by the BBOT Business Combination Agreement are subject to customary conditions of the respective parties, including the approval of the
BBOT Business Combination Agreement, the Business Combination and certain other actions related thereto by the Company’s shareholders,
and the availability of a minimum amount of aggregate transaction proceeds.
Effecting Our initial business combination
General
As described above, we have entered into a definitive
agreement for the proposed BBOT Business Combination. Unless otherwise stated, this Form 10-K does not assume the closing of the BBOT
Business Combination. References to the term “initial business combination” in this section include the BBOT Business Combination
where context requires.
We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination using cash held in
the Trust Account, the proceeds of the sale of our shares in connection with our initial business combination, shares issued to the owners
of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances or a combination of the foregoing.
If the BBOT Business Combination does not close, we may seek to complete our initial business combination with a company or business that
may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in
such companies and businesses.
If our initial business combination is paid for
using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in
connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance of the
cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the
post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination,
to fund the purchase of other companies, or for working capital.
We may seek to raise additional funds through
a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate
our initial business combination using the proceeds of such offering rather than using the amounts held in the Trust Account. In addition,
if the BBOT Business Combination does not close, we may target businesses with enterprise values that are greater than we could acquire
with the net proceeds of the IPO and the sale of the Private Placement Shares, and, 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 redemptions by holders of our Public Shares
(the “public shareholders”), we may be required to seek additional financing to complete such proposed initial business combination.
Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion
of our initial business combination. In the case of an initial business combination funded with assets other than the Trust Account assets,
our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and,
only if required by law, regulation or stock exchange rule we would seek shareholder approval of such financing. There is no limitation
on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness
in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter
into following consummation of the IPO. Other than in connection with the BBOT Business Combination, we are not currently a party to any
arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.
None of our Sponsor, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial
business combination.
Selection of a Target Business and Structuring of Our initial business
combination
The rules of The Nasdaq Stock Market LLC (“Nasdaq”)
require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of
the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the
Trust Account). Our board of directors will make the determination as to the fair market value of our initial business combination. If
our board of directors is not able to independently determine the fair market value of our initial business combination (including with
the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of Financial
Industry Regulatory Authority, Inc. (“FINRA”) or a valuation or appraisal firm with respect to the satisfaction of such criteria.
While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of
our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target
or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to
Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.
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We anticipate structuring our initial business
combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests
or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction
company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the
target management team or shareholders or for other reasons, 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 it not to be required to register as an investment company under the Investment Company Act. Even if the post
transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination
may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the
business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for
all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling
interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior
to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business
combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post
transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes
of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets
test will be based on the aggregate value of all of the target businesses.
In evaluating a prospective target business, we
expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document
reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,
legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed
to structure and negotiate the terms of the business combination transaction.
The time required to select and evaluate a target
business and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with,
a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another business combination.
We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our Sponsor, officers or directors, or completing the business combination
through a joint venture or other form of shared ownership with our Sponsor, officers or directors. In the event we seek to complete an
initial business combination with a target that is affiliated (as defined in our Articles) with our Sponsor, officers or directors, we,
or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA
or a valuation or appraisal firm stating that the consideration to be paid by us in such an initial business combination is fair to our
Company from a financial point of view. We are not required to obtain such an opinion in any other context.
Members of our management team and our independent
directors indirectly own founder shares and/or Private Placement Shares and, accordingly, may have a conflict of interest in determining
whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price
that our Sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby
our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines
in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion
window, the founder shares may expire worthless, except to the extent they receive liquidating distributions from assets outside the
Trust Account, which could create an incentive for our Sponsor, executive officers and directors to complete a transaction even if we
select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers
and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation
of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business
combination.
Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant to which
such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our
officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current
fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our Articles provides 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. We do not
believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability
to complete our initial business combination.
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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. As a result, our Sponsor, officers and directors could have
conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition
company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest
in pursuing an initial business combination target. However, we do not believe that any such potential conflicts would materially affect
our ability to complete our initial business combination.
Redemption Rights for Public Shareholders upon
Completion of our initial business combination
We will provide our public shareholders with the
opportunity to redeem all or a portion of their Public Shares upon the completion of our initial business combination either (i) in connection
with a general meeting called to approve the initial business combination, including a general meeting to be held in connection with the
BBOT Business Combination (the “BBOT Business Combination Shareholders Meeting”) or (ii) without a shareholder vote by means
of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct
a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction
and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing
requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company
where we do not survive and any transactions where we issue more than 20% of our issued and outstanding Class A ordinary shares or seek
to amend our Articles would require shareholder approval. So long as we maintain a listing for our securities on Nasdaq, we will be required
to comply with Nasdaq’s shareholder approval rules.
The requirement that we provide our public shareholders
with the opportunity to redeem their Public Shares by one of the two methods listed above will be contained in provisions of our Articles
and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended
if approved by special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of the votes cast
by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general meeting
of the company.
If we provide our public shareholders with the
opportunity to redeem their Public Shares in connection with a general meeting, we will:
● conduct the redemptions in
conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and
not pursuant to the tender offer rules, and
● file proxy materials with the
SEC.
In the event that we seek shareholder approval
of our initial business combination, including at the BBOT Business Combination Shareholders Meeting, we will distribute proxy materials
and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial
business combination.
If we seek shareholder approval, we will complete our initial business
combination only if it is approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority
of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter
at a general meeting of the company. A quorum for such meeting will be present if the holders of one-third of issued and outstanding shares
entitled to vote at the meeting are represented in person or by proxy. Our initial shareholders, which include our Sponsor and any other
holders of founder shares immediately prior to the IPO, will count toward this quorum and, pursuant to a letter agreement (the “Letter
Agreement”), our Sponsor, officers, directors and advisors have agreed to vote their founder shares, Private Placement Shares and
any Public Shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of our initial
business combination. The Cormorant Funds have agreed to vote the Class A ordinary shares they may purchase in the IPO in favor of our
initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval
of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders’ founder shares
and Private Placement Shares, we would need 6,645,501, or 36.1%, of the 18,400,000 Public Shares sold in the IPO 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,
the Private Placement Shares to be issued to our Sponsor are voted in favor of the transaction and the parties to the Letter Agreement
do not acquire any Class A ordinary shares). Additionally, the Cormorant Funds purchased 2,400,000 Class A ordinary shares in the IPO,
and assuming they will vote their Public Shares in favor of our initial business combination (which they will not be required to do),
only 4,245,001 affirmative votes from other public shareholders would be required to approve our initial business combination. However,
because the Cormorant Funds are not obligated to continue owning any Public Shares and are not obligated to vote any Public Shares in
favor of our initial business combination, we cannot assure you that the Cormorant Funds will be shareholders at the time our shareholders
vote on our initial business combination, and, if they are shareholders, we cannot assure you as to how the Cormorant Funds will vote
on any business combination. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a
quorum under our Articles, vote their shares at a general meeting of the company, we will not need any Public Shares in addition to our
founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. 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, which requires the affirmative vote of at least two-thirds
of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter
at a general meeting of the company. These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make
it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their Public Shares
irrespective of whether they vote for or against the proposed transaction or whether they do not vote or abstain from voting on the proposed
transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.
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If a shareholder vote is not required and we do
not decide to hold a shareholder vote for business or other legal reasons, we will:
● conduct the redemptions pursuant
to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
● file tender offer documents
with the SEC prior to completing our initial business combination which contain substantially the same financial and other information
about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates
the solicitation of proxies.
In the event we conduct redemptions pursuant to
the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the
Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.
In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of Public Shares we are permitted
to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete
the initial business combination.
Upon the public announcement of our initial business
combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our Sponsor will terminate any plan established
in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the
Exchange Act.
We intend to require our public shareholders seeking
to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s
option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using
the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials
or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled
vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder
vote, we intend to require a public shareholder seeking redemption of its Public Shares to also submit a written request for redemption
to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included.
The 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 indicate whether we are requiring public shareholders to satisfy such delivery requirements. We
believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action
from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial
business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares
delivered by public shareholders who elected to redeem their shares.
We will provide our public shareholders with the
opportunity to redeem their Public Shares for cash at a per share price equal to the aggregate amount then on deposit in the Trust Account
calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds
held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, upon the completion of our initial
business combination, subject to the limitations and on the conditions described herein and in the registration statement relating to
the IPO. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting
commissions we will pay to the underwriters. The Sponsor, our officers and directors have entered into the Letter Agreement, pursuant
to which they have agreed to waive their redemption rights with respect to their founder shares and any Public Shares held by them in
connection with the completion of our initial business combination.
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. 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 initial business combination exceed the aggregate amount of cash available to us,
we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will
be returned to the holders thereof. We may, however, raise funds through the issuance of equity or equity-linked securities or through
loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements
or backstop arrangements we may enter into following consummation of the IPO, in order to, among other reasons, satisfy such net tangible
assets or minimum cash requirements.
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We do not currently anticipate that such purchases,
if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject
to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases
are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and
Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. The purpose of any such purchases
of shares could be to satisfy a closing condition in an agreement with a target, such as the BBOT Business Combination Agreement, that
requires us to have a certain amount of cash at the closing of our initial business combination.
Notwithstanding the foregoing redemption rights,
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 redeeming its shares with respect to more than an aggregate of 20% of the shares sold in the IPO without
our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and
subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their
shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder
holding more than an aggregate of 20% of the shares sold in IPO could threaten to exercise its redemption rights against a business combination
if such holder’s shares are not purchased by us, our Sponsor or our management at a premium to the then-current market price or
on other undesirable terms. By limiting our shareholders’ ability to redeem to no more than 20% of the shares sold in IPO, we believe
we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business
combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a
minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their
shares (including all shares held by those shareholders that hold more than 20% of the shares sold in the IPO) for or against our initial
business combination.
Redemption of Public Shares and Liquidation if No initial business
combination
Our Articles provide that we will have 24 months
from the closing of the IPO or by such earlier liquidation date as the Company’s board of directors may approve (the “completion
window”) to complete our initial business combination. If we are unable to complete our initial business combination within such
completion window, we will 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 constitute full and complete payment for the Public Shares and completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any)
subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable
law.
Our Sponsor, officers and directors have entered
into a letter agreement (“Letter Agreement”) with us, pursuant to which they have waived their rights to liquidating distributions
from the Trust Account with respect to any founder shares held by them if we fail to complete our initial business combination within
the completion window, although they will entitled to liquidating distributions from assets outside the Trust Account. However, if our
Sponsor or management team acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust
Account with respect to such Public Shares if we fail to complete our initial business combination within the allotted completion window.
The IPO underwriter has agreed to waive its rights
to its deferred underwriting commission held in the Trust Account in the event we do not complete our initial business combination within
the completion window and, in such event, such amounts will be included with the funds held in the Trust Account that will be available
to fund the redemption of our Public Shares.
Our Sponsor, officers, and directors have agreed,
pursuant to the Letter Agreement, that they will not propose any amendment to our Amended Charter (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 the completion window 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 Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), divided by
the number of then outstanding Public Shares, subject to limitations and on the conditions described herein. For example, our board of
directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination.
In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking
shareholder approval of such proposal, and in connection therewith, provide our public shareholders with the redemption rights described
above upon shareholder approval of such amendment.
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Competition
In identifying, evaluating and selecting a target
business for our initial business combination, we may encounter competition from other entities having a business objective similar to
ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating
businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting
business combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical,
human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources.
This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay
cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our
initial business combination, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.
Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
Employees and Human Capital Resources
We currently have three officers: Bihua Chen, our Chief Executive Officer,
Caleb Tripp, our Chief Financial Officer, and Nebojsa Obradovic, our Chief Legal Officer. These individuals are not obligated to devote
any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until
we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether
a target business has been selected for our initial business combination and the stage of the business combination process we are in.
We do not intend to have any full-time employees prior to the completion of our initial business combination.
Periodic Reporting
We are required to file Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in a Current
Report on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at www.sec.gov. In addition, the
Company will provide copies of these documents without charge upon request from us in writing at 200 Clarendon Street, 52nd Floor Boston,
MA 02116 or by telephone at (857) 702-0370.
We are a Cayman Islands exempted company. Exempted
companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying
with certain provisions of the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time (the “Companies
Act”). As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that,
in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of
the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations
will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in
the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii)
by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders
or a payment of principal or interest or other sums due under a debenture or other obligation of us.
We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the JOBS Act.
As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in
our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also
provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company”
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to
take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have
total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market
value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on
which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Additionally, we are “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 Class A ordinary shares held by non-affiliates equals
or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100
million during such completed fiscal year and the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million
as of the end of that year’s second fiscal quarter.
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