What changed in this filing

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Item 1A. Risk Factors

2023-03-22 compared with 2022-03-23 · 568 added, 530 removed, 1214 unchanged (47% of the section changed)

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price of our securities could decline, and you could lose all or part of your investment.

For risk factors related to Seamless and the

Business Combination, please review the Registration Statement on Form S-4 filed by the Company, including the preliminary proxy statement/prospectus

of the Company included therein, as previously amended and as further amended after the date hereof, and the definitive proxy statement/prospectus

to be filed by the Company.

Related to Our Business and Financial Position

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the net proceeds of the IPO and the sale of the private placement warrants not being held in the Trust Account are insufficient to allow

us to operate at until November 23, 2022, 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.

us to operate at least until August 23, 2023 (or such earlier date as determined by our Board), 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 net proceeds of the IPO and the sale of the private placement warrants, only $1,600,000 was available to us initially outside the

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We believe that, upon closing of the IPO and the private placement, the funds

available to us outside of the trust account will be sufficient to allow us to operate at least tuntil November 23, 2022;

estimate might not be accurate.

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.

available to us outside of the Trust Account will be sufficient to allow us to operate at least until August 23, 2023 (or such earlier

date as determined by our Board);

however, our estimate might not be accurate.

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

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.

we are required to seek additional capital, we would need to borrow funds from our Sponsor, management team or other third parties to

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the Trust Account.

Consequently, our public shareholders may only receive an estimated $10.15 (or, if both three-month extensions occur,

$10.45) per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.

Consequently, our public shareholders may only receive an estimated $10.49 per share, or possibly less, on our redemption

of our public shares, and our warrants will expire worthless.

may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target

business, which could compel us to restructure or abandon a particular business combination.

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 IPO and the sale of the private placement warrants.

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.

Such financing might not 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 only receive

their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, 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.

intend to select target businesses, such as Seamless, with enterprise values that are greater than we could acquire with the net proceeds

of the IPO and the sale of the private placement warrants.

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.

Such financing might not be available on acceptable terms,

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 only receive their pro

rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire

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.

are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by

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so-called Luhansk People’s Republic, including agreement to remove certain Russian financial institutions from the Society for

Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system, expansive ban on imports and exports of products

to and from Russia and ban on exportation of U.S denominated banknotes to Russia or persons locates there.

Worldwide Interbank Financial Telecommunication payment system, expansive ban on imports and exports of products

to and from Russia and ban on exportation of U.S.

denominated banknotes to Russia or persons locates there.

Additional potential sanctions

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predict, but could be substantial.

Any such disruptions may also magnify the impact of other risks described in this Annual Report on

Any such disruptions may also magnify the impact of other risks described in this Annual Report.

Related to Our Proposed Initial Business Combination

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business combination.

Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders

may not have the right or opportunity to vote on the business combination, unless we seek such shareholder 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.

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.

we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in

favor of such initial business combination, regardless of how our public shareholders vote.

initial shareholders own 22.58% of our issued and outstanding ordinary shares immediately following the completion of the IPO.

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 obtain the approval of an ordinary resolution under Cayman Islands

law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company, including

the founder shares.

As a result, in addition to our initial shareholders’ founder shares, we would need 7,083,399, or 35.42%,

of the 19,999,880 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).

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 obtain the approval of an ordinary resolution, being the requisite shareholder approval for

such initial business combination.

initial shareholders owned 22.58% of our issued and outstanding ordinary shares immediately following the completion of the IPO.

initial shareholders and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination.

Our Charter provides that, if we seek shareholder approval of an initial business combination, such initial business combination will

be approved if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority

of the shareholders who attend and vote at a general meeting of the company, including the founder shares.

As a result, in addition to

our initial shareholders’ founder shares, we would need 1,825,673, or 19.05%, of the 9,584,428 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).

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

obtain the approval of an ordinary resolution, being the requisite shareholder approval for such initial business combination.

ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business

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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.

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.

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

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rights until we liquidate or you are able to sell your shares in the open market.

requirement that we complete our initial business combination prior to November 23, 2022 (or prior to February 23, 2023 or May 23, 2023,

as applicable, if we extend the period of time to consummate a business combination, as described in more detail in this Annual Report),

requirement that we complete our initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board),

may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to

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potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete

our initial business combination prior to November 23, 2022 (or prior to February 23, 2023 or May 23, 2023, as applicable, if we extend

the period of time to consummate a business combination, as described in more detail in this Annual Report).

our initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board).

Consequently, such target

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search for a business combination, and any partner business with which we ultimately complete a business combination, may be materially

adversely affected by the recent coronavirus (COVID-19) pandemic and the status of debt and equity markets.

December 2019, a novel strain of coronavirus surfaced which has and is continuing to spread throughout the world, including the United

On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public

Health Emergency of International Concern.” On January 31, 2020, U.S.

Health and Human Services Secretary Alex M.

Azar II declared

a public health emergency for the United States to aid the U.S.

healthcare community in responding to COVID-19, and on March 11, 2020

the World Health Organization characterized the outbreak as a “pandemic”.

The COVID-19 pandemic has and a significant outbreak

of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets

worldwide, and the business of any potential partner business with which we consummate a business combination could be materially and

adversely affected.

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

have meetings with potential investors or the partner business’s personnel, vendors and services providers are unavailable to negotiate

and complete a transaction in a timely manner.

The extent to which COVID-19 impacts our search for a business combination will depend

on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the

severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 or other

matters of global concern continue for an extensive period of time, our ability to complete a business combination, or the operations

of a partner business with which we ultimately complete a business combination, may be materially adversely affected.

In addition, our

ability to complete a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19

and other events, 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.

we are unable to consummate our initial business combination prior to November 23, 2022, our public shareholders may be forced to wait

beyond November 23, 2022 before redemption from our trust account.

we are unable to consummate our initial business combination prior to November 23, 2022 (or prior to February 23, 2023 or May 23, 2023,

as applicable, if we extend the period of time to consummate a business combination, as described in more detail in this Annual Report),

adversely affected by the recent coronavirus (COVID-19) pandemic, other events and the status of debt and equity markets.

COVID-19 pandemic has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak

of other infectious diseases) could adversely affect, the economies and financial markets worldwide, and the business of any

potential target business with which we consummate a business combination could be materially and adversely affected.

we may be unable to complete a business combination if concerns relating to COVID-19 continue to 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.

The extent to which COVID-19 impacts our search for a business

combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which

may emerge concerning the severity of COVID-19 (including variant mutations of the virus) and the actions to contain COVID-19 or

treat its impact, among others.

If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters

or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate a

business combination, such as the proposed Business Combination with Seamless, or the operations of a target business with which we

ultimately consummate a business combination, may be materially adversely affected.

addition, our ability to consummate a transaction may be dependent upon its ability to raise equity and debt financing which may be

impacted by COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious

diseases), including as a result of increased market volatility, decreased market liquidity in third-party financing being

unavailable on terms acceptable to us or at all.

we are unable to consummate our initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board),

our public shareholders may be forced to wait beyond August 23, 2023 (or such earlier date as determined by our Board) before redemption

from our Trust Account.

we are unable to consummate our initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board),

the funds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable

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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 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 November 23, 2022 (or February 23, 2023, or May 23, 2023, as applicable) before the redemption proceeds of our trust account

become available to them, and they receive the return of their pro rata portion of the funds 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.

Any redemption of public shareholders from the Trust Account will be effected automatically by function of our Charter

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 August 23, 2023 (or such earlier

date as determined by our Board) before the redemption proceeds of our Trust Account become available to them, and they receive the return

of their pro rata portion of the funds 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.

may not be able to complete our initial business combination within the prescribed timeframe, in which case we would cease all operations

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

may not be able to find a suitable target business and complete our initial business combination prior to November 23, 2022 (or prior

to February 23, 2023 or May 23, 2023, as applicable, if we extend the period of time to consummate a business combination, as described

in more detail in this Annual Report).

Our ability to complete our initial business combination may be negatively impacted by general

market conditions, volatility in the capital and debt markets and the other risks described herein.

For example, the COVID-19 pandemic

continues to persist both in the United States and globally and, while the extent of the impact of the pandemic on us will depend on

future developments, it could limit our ability to complete our initial business combination, including as a result of increased market

volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

Additionally,

the COVID-19 pandemic may negatively impact businesses we may seek to acquire.

If we have not completed our initial business combination

within such time period (or prior to February 23, 2023 or May 23, 2023, as applicable, if we extend the period of time to consummate

a business combination, as described in more detail in this Annual Report), 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 income 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 of directors, liquidate and dissolve, subject in the

case of clauses (ii) and (iii), 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.

may not be able to find a suitable target business and complete our initial business combination prior to August 23, 2023 (or such earlier

date as determined by our Board).

Our ability to complete our initial business combination may be negatively impacted by general market

conditions, volatility in the capital and debt markets and the other risks described herein.

For example, the COVID-19 pandemic continues

to persist both in the United States and globally and, while the extent of the impact of the pandemic on us will depend on future developments,

it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased

market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

Additionally, the COVID-19 pandemic

may negatively impact businesses we may seek to acquire.

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

(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

income 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);

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

and dissolve, subject in the case of clauses (ii) and (iii), 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.

may attempt to complete our initial business combination with a private company about which little information is available, which may

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our initial business combination.

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

only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants

will expire worthless.

If we are unable to complete our initial business combination, including the proposed Business Combination

with Seamless, our public shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for

distribution to public shareholders, and our warrants will expire worthless.

expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may

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Any of these obligations may place us at a competitive

disadvantage in successfully negotiating a business combination.

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

shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public

shareholders, and our warrants will expire worthless.

disadvantage in successfully negotiating a business combination, including the proposed Business Combination with Seamless.

unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in

the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.

to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment

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team has extensive experience in identifying and executing strategic financial technology investments globally.

Our amended and restated

memorandum and articles of association prohibit us from effectuating a business combination with another blank check company or similar

company with nominal operations.

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

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

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

To the extent we complete our initial business combination, we

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

For example, if we combine with a financially

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

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

Our Charter prohibits

us from effectuating a business combination with another blank check company or similar company with nominal operations.

Because we have

not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the

possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial

condition or prospects.

To the extent we complete our initial business combination, we may be affected by numerous risks inherent in

the business operations with which we combine.

For example, if we combine with a financially unstable business or an entity lacking an

established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable

or a development stage entity.

will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented

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an actionable material misstatement or material omission.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may

enter into our initial business combination with a target that does not meet such criteria and guidelines, and, as a result, the target

business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria

and guidelines.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, if we are

unable to complete the proposed Business Combination with Seamless, we may enter into our initial business combination with a target

that does not meet such criteria and guidelines, and, as a result, the target business with which we enter into our initial business

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

we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business

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

may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete

our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

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 are unable to complete the Business Combination with Seamless, we may attempt to simultaneously complete business combinations with

multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs

and risks that could negatively impact our operations and profitability.

we are unable to complete the Business Combination with Seamless and 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.

do not have a specified maximum redemption threshold.

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our initial business combination with which a substantial majority of our shareholders do not agree.

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.

Charter provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than

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.

are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders

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the business is fair to our shareholders from a financial point of view.

we complete our initial business combination with an affiliated entity or our board of directors cannot independently determine the fair

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

an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the

price we are paying is fair to our shareholders from a financial point of view.

If no opinion is obtained, our shareholders will be relying

on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial

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

business combination.

we complete our initial business combination with an affiliated 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 or another independent entity that commonly renders valuation opinions that the price we

are paying is fair to our shareholders from a financial point of view, as is the case with our proposed Business Combination with Seamless.

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 community.

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

documents, as applicable, related to our initial business combination.

could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts

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our warrants will expire worthless.

may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record

of revenue or earnings.

we are unable to complete the Business Combination with Seamless, we may seek acquisition opportunities with an early stage company,

a financially unstable business or an entity lacking an established record of revenue or earnings.

the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking

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possess the skills, qualifications or abilities necessary to profitably operate such business.

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.

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.

For example, we could pursue

a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock,

shares or other equity interests of a target.

In this case, we would acquire a 100% interest in the target.

However, as a result of the

issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less

than a majority of our issued and outstanding Class A ordinary shares subsequent to such transaction.

In addition, other minority shareholders

may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares

than we initially acquired.

Accordingly, this may make it more likely that our management will not be able to maintain control of the

target business.

we are unable to complete the Business Combination with Seamless, 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.

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.

For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary

shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target.

In this case, we would acquire

a 100% interest in the target.

However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders

immediately prior to such transaction could own less than a majority of our issued and outstanding Class A ordinary shares subsequent

to such transaction.

In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or

group obtaining a larger share of the company’s shares than we initially acquired.

Accordingly, this may make it more likely that

our management will not be able to maintain control of the target business.

are dependent upon our officers and directors and their loss could adversely affect our ability to operate.

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may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.

and restated memorandum and articles of association, to the fullest extent permitted by applicable law, shall contain provisions which

(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;

(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.

to the fullest extent permitted by applicable law, shall contain provisions which state that:

(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.

addition, our Sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours

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the Trust Account available for distribution to our public shareholders.

the event that the funds in the trust account are reduced below the lesser of (i) $10.15 (or, if both three-month extensions occur, $10.45)

per 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 $10.15 (or, if both three-month extensions occur, $10.45) per 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 its obligations or that it has no indemnification

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

to enforce its indemnification obligations.

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

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

business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, 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 $10.15 (or, if both

three-month extensions occur, $10.45) per share.

the event that the funds in the Trust Account are reduced below the lesser of (i) $10.49 per 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 $10.49 per 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 its obligations

or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take

legal action against our Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors

would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent

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

if, 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 $10.49 per share.

may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated

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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.

If our initial shareholders purchase any units in the IPO or 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 this Annual Report.

Factors that would be considered in making

such additional purchases would include consideration of the current trading price of our Class A ordinary shares.

In addition, our board

of directors, whose members were appointed by our Sponsor, is and will be divided into three classes, each of which will generally serve

for a terms for three years with only one class of directors being appointed in each year.

We may not hold an annual 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 of directors, only a minority of the board of directors will be considered for appointment and our

initial shareholders, because of their ownership position, will have considerable influence regarding the outcome.

In addition, the Company

has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor.

Accordingly, our initial shareholders will continue to exert control at least until the completion of our initial business combination.

to our Charter.

If our initial shareholders purchase any units in the IPO or 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 this Annual Report.

Factors that would be considered in making such additional purchases would include consideration

of the current trading price of our Class A ordinary shares.

In addition, 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 terms for three years with only one class of directors

being appointed in each year.

We may not hold an annual 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

If there is an annual general meeting, as a consequence of our “staggered” Board, only a minority of Board will

be considered for appointment and our initial shareholders, because of their ownership position, will have considerable influence regarding

In addition, the Company has agreed not to enter into a definitive agreement regarding an initial business combination without

the prior consent of our Sponsor.

Accordingly, our initial shareholders will continue to exert control at least until the completion

of our initial business combination.

some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary

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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, 22.58% of the total number of Class A ordinary shares

outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including

the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity- linked securities

or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination,

excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued,

or to be issued, to any seller in the initial business combination and any private placement warrants issued to our Sponsor, officers

or directors upon conversion of working capital loans;

provided that such conversion of founder shares will never occur on a less than

one-for-one basis.

shares issuable upon conversion of all founder shares will equal, in the aggregate, 37.83% of the total number of Class A ordinary

shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders),

including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-

linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial

business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary

shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our Sponsor,

officers or directors upon conversion of working capital loans;

provided that such conversion of founder shares will never occur on a

less than one-for-one basis.

we seek shareholder approval of our initial business combination, our Sponsor, initial shareholders, directors, officers, advisors and

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pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

“Proposed Business — Effecting Our Initial Business Combination — Permitted Purchases of

Our Securities” for a description of how our Sponsor, directors, officers, advisors or any of their affiliates will select which

shareholders to purchase securities from in any private transaction.

Business — Effecting Our Initial Business Combination” for a description of how our Sponsor,

directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction.

addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants and the number

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the opportunity to appoint directors and to discuss company affairs with management.

Our board of directors is divided into three classes

with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first

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 appointment of directors until after the consummation of our initial business combination.

Our Board is divided into three classes with only

one class of directors being appointed in each year and each class (except for those directors appointed prior to our first 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 appointment of directors until after the consummation of our initial business combination.

order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various

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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.

seek to amend our Charter 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.

order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions

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other securities.

Amending our amended and restated memorandum and articles of association requires a special resolution under Cayman

Islands law, which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote 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 require 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 prior to November 23, 2022 (or prior to February 23, 2023 or May 23, 2023, as applicable,

if we extend the period of time to consummate a business combination, as described in more detail in this Annual Report) or (B) with

respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this registration

statement, we would register, or seek an exemption from registration for, the affected securities.

We cannot assure you that we will

not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate

our initial business combination.

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 who attend and vote at a general meeting of the company (or 65% of our ordinary

shares with respect to amendments to the trust agreement governing the release of funds from our trust account), 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.

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 IPO and the private placement of warrants into the trust account and not release

such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended

if approved by special resolution, under Cayman Islands law which requires the affirmative vote of a majority of at least two-thirds

of the shareholders who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing

the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares.

Our initial shareholders,

who collectively beneficially own 22.58% of our ordinary shares upon the closing of the IPO, 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.

Amending our Charter requires a special resolution under Cayman Islands law, which requires the affirmative vote of

a majority of at least two-thirds of the shareholders who attend and vote 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 Charter requires us to provide our public shareholders with the opportunity

to redeem their public shares for cash if we propose an amendment to our 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

an initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board) or (B) with respect to any

other material provisions relating to shareholders’ rights or pre-initial business combination activity.

To the extent any of such

amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would

We cannot assure you that we will not seek to amend our

charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial

business combination.

provisions of our Charter 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 who attend and vote at a general meeting of the company (or 65% of our ordinary shares with respect to amendments to the trust

agreement governing the release of funds from our Trust Account), 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 Charter to facilitate the completion of an initial business

combination that some of our shareholders may not support.

Charter provides that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds

of the IPO and the private placement of warrants into the Trust Account and not release such amounts except in specified circumstances,

and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution, under

Cayman Islands law which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at

a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account

may be amended if approved by holders of 65% of our ordinary shares.

Our initial shareholders, who collectively beneficially own 22.58%

of our ordinary shares upon the closing of the IPO, will participate in any vote to amend our Charter and/or trust agreement and will

have the discretion to vote in any manner they choose.

As a result, we may be able to amend the provisions of our Charter 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

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 prior to November 23, 2022 (or prior to February 23, 2023 or May 23, 2023, as applicable, if we extend the period of time

to consummate a business combination, as described in more detail in this Annual Report) 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 or 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.

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 prior to August 23, 2023 (or such earlier

date as determined by our Board) 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 or 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.

our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and

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or enforce judgments obtained in the United States courts against our directors or officers.

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 will also be subject to the federal securities

laws of the United States.

The rights of shareholders to take action against the directors, actions by minority shareholders and the

fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman

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.

corporate affairs will be governed by our Charter, the Companies Act (as the same may be supplemented or amended from time to time) and

the common law of the Cayman Islands.

We will also be subject to the federal securities laws of the United States.

The rights of shareholders

to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under

Cayman Islands law are to a large extent governed by the common law of the Cayman Islands.

The common law of the Cayman Islands is derived

in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose

courts are of persuasive authority, but are not binding on a court in the Cayman Islands.

The rights of our shareholders and the fiduciary

responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent

in some jurisdictions in the United States.

In particular, the Cayman Islands has a different body of securities laws as compared to

the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate

In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the

United States.

have been advised by Mourant Ozannes, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize

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a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken

by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States

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.

amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that

shareholders may consider to be in their best interests.

These provisions include a staggered board of directors and the ability of the

board of directors to designate the terms of and issue new series of preference 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.

by management, members of the Board or controlling shareholders than they would as public shareholders of a United States company.

in our Charter 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.

Charter contains provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests.

These provisions include a staggered board of directors and the ability of the Board to designate the terms of and issue new series of

preference 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.

Related to Ownership of Our Securities

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(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 prior to November 23, 2022 (or prior to February 23, 2023 or May 23, 2023, as

applicable, if we extend the period of time to consummate a business combination, as described in more detail in this Annual Report)

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 have not completed an initial business combination prior to November 23, 2022 (or

prior to February 23, 2023 or May 23, 2023, as applicable, if we extend the period of time to consummate a business combination, as described

in more detail in this Annual Report), 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 funds held

in the trust account.

Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially

in connection with a shareholder vote to amend our 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 prior to August 23, 2023 (or such earlier date as determined by our Board) 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 have not completed an initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board), 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 funds held in the Trust Account.

Accordingly, to liquidate

your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities

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and share price levels.

Generally, following our initial public offering, we must maintain a minimum amount in Shareholders’ equity

Generally, following our IPO, 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).

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we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public

shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as

a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect

to more than an aggregate of 15% of the shares sold in the IPO without our prior consent, which we refer to as the “Excess Shares.”

However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against

our initial business combination.

Your inability to redeem the Excess Shares will reduce your influence over our ability to complete

our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market

transactions.

Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial

business combination.

And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such

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

combination pursuant to the tender offer rules, our Charter 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 IPO without

our prior consent (the “Excess Shares”).

However, we would not be restricting our shareholders’

ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Your inability to redeem

the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material

loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions

with respect to the Excess Shares if we complete our initial business combination.

And as a result, you will continue to hold that number

of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially

may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive

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Any such issuances would dilute the interest of our shareholders and likely present other risks.

amended and restated memorandum and articles of association authorizes the issuance of up to 500,000,000 Class A ordinary shares, par

value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par value

$0.0001 per share.

There are 480,009,120 and 44,166,917 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

Charter authorizes the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary

shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share.

There are 490,415,572

and 44,166,917 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 Charter, 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 IPO, there will be no preference shares issued and outstanding.

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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.

However, our Charter provides, 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 Charter, like all provisions of our Charter, may be amended with

a shareholder vote.

The issuance of additional ordinary or preference shares:

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associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition

and results of operations and result in a diversion of the time and resources of our management and board of directors.

and results of operations and result in a diversion of the time and resources of our management and Board.

provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

issue additional Class A ordinary shares or equity-linked securities 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,

at an issue price or effective issue price of less than $9.20 per share of Class A ordinary share (the “Newly Issued Price”),

aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available

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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”).

accordance with, or be reconciled to, GAAP or IFRS.

on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of PCAOB.

These financial statement requirements may limit the pool of

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risks that may adversely affect us.

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 ,

provided, however, that we have no intention of ever conducting our principal operations in, or acquiring any business that is based

in, or which does business in, China or Hong Kong or which uses, or may use, a variable interest entity structure to conduct China-based

we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we would

be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing

our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments,

regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

we pursue a target company with operations or opportunities outside of the United States, such as Seamless, 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 , provided, however, that we have no intention of ever conducting our principal operations in, or acquiring any business

that is based in, or which does business in, China or Hong Kong or which uses, or may use, a variable interest entity structure to conduct

China-based operations.

we pursue a target company with operations or opportunities outside of the United States for our initial business combination, such as

Seamless, 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

we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated

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our business, financial condition and results of operations.

increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial

business combination.

increases in inflation and interest rates in the United States and elsewhere may lead to increased price volatility for publicly traded

securities, including ours, and may lead to other national, regional and international economic disruptions, any of which could make

it more difficult for us to consummate an initial business combination.

the Company is deemed a “foreign person” under the regulations relating to CFIUS, its failure to obtain any required approvals

within the requisite time period may require us to liquidate.

Company’s Sponsor is INFINT Capital LLC, a Delaware limited liability company.

Sponsor currently owns 5,733,084 class B ordinary

shares of the Company.

Alexander Edgarov, the Company’s CEO and the sole managing member of Sponsor, is a U.S.

persons hold a majority economic interest in Sponsor.

The Company is a Cayman Islands exempted company.

All of the Company’s officers

and directors, except for one director, are U.S.

persons would hold the majority of the Company’s board seats

after the consummation of the Business Combination.

Seamless is a Cayman Islands exempted company that is headquartered in Singapore.

CFIUS considers the Company to be a “foreign person” and Seamless a U.S.

business that may affect national security, the

Company could be subject to such foreign ownership restrictions and/or CFIUS review.

If the Business Combination with Seamless falls

within the scope of applicable foreign ownership restrictions, the Company may be unable to consummate the Business Combination.

if the Business Combination falls within CFIUS’s jurisdiction, the Company may be required to make a mandatory filing or determine

to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention,

before or after closing the Business Combination.

the Company does not believe that Seamless is a U.S.

business, let alone one that may affect national security that may affect national

security, CFIUS may take a different view and decide to block or delay the Business Combination, impose conditions to mitigate national

security concerns with respect to the Business Combination, order the Company to divest all or a portion of a U.S.

business of the combined

company if the Company had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory

notification requirement applied.

Additionally, the laws and regulations of other U.S.

government entities may impose review or approval

procedures on account of any foreign ownership by Sponsor.

If the Company were to seek an initial Business Combination other than the

Business Combination, the pool of potential targets with which the Company could complete an initial Business Combination may be limited

as a result of any such regulatory restriction.

Moreover, the process of any government review, whether by CFIUS or otherwise, could

Because the Company has only a limited time to complete the Business Combination, its failure to obtain any required approvals

within the requisite time period may require us to liquidate.

If the Company liquidates, its public shareholders would be entitled to

redemption of 100% of the public shares, at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate

amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its income taxes (less

up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then-issued and outstanding public shares, which

redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating

distributions, if any).

Moreover, the public shareholders would lose the investment opportunity in a target company, any price appreciation

in the combined companies, and the warrants would expire worthless.

our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time

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the event we acquire a non-U.S.

target (although we have no intention of ever conducting our principal operations in, or acquiring any

business that is based in, or which does business in, China or Hong Kong or which uses, or may use, a variable interest entity structure

to conduct China-based operations), 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.

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.

target, such as Seamless, 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

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.

may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may

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connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another

jurisdiction (although we have no intention of ever conducting our principal operations in, or acquiring any business that is based in,

or which does business in, China or Hong Kong or which uses, or may use, a variable interest entity structure to conduct China-based

jurisdiction.

If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements.

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complete an initial business combination.

recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed.

charged for such policies have generally increased and the terms of such policies have generally become less favorable.

might not continue.

the market for directors and officers liability insurance for special purpose acquisition companies has changed.

The premiums charged

for such policies have generally increased and the terms of such policies have generally become less favorable.

These trends might not

increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive

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our ability to negotiate and complete our initial business combination, and results of operations.

March 30, 2022, the SEC issued proposed rules that would, among other items, impose additional disclosure requirements in business combination

transactions involving SPACs and private operating companies;

amend the financial statement requirements applicable to business combination

transactions involving such companies;

update and expand guidance regarding the general use of projections in SEC filings, as well as

when projections are disclosed in connection with proposed business combination transactions;

increase the potential liability of certain

participants in proposed business combination transactions;

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

the Investment Company Act of 1940.

These rules, if adopted, whether in the form proposed or in revised form, may materially adversely

affect our business, including our ability to negotiate and complete our initial business combination and may increase the costs and

time related thereto.

are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased

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financial and management resources, and increase the time and costs of completing an initial business combination.

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 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.

404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Annual

Report 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.

may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences

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can be no assurance), 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 such information as the Internal Revenue Service may require, including a PFIC annual information statement, in order to enable the U.S.

holder to make and maintain a “qualified

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possible application of the PFIC rules.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements

and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

on the nature of our investments;

on the issuance of securities,

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:

as an investment company;

of a specific form of corporate structure;

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

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

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.

we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance

requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate an initial business

combination and liquidate.

March 30, 2022, the SEC issued proposed rules relating to certain activities of SPACs (the “SPAC Rule Proposals”), relating

to, among other things, circumstances in which SPACs could potentially be subject to the Investment Company Act and the regulations thereunder.

The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under

Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to

announce and complete a de-SPAC transaction.

Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company

to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination

no later than 18 months after the effective date of its registration statement for its IPO (the “IPO Registration Statement”).

The company would then be required to complete its initial business combination no later than 24 months after the effective date of the

IPO Registration Statement.

is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC.

It is possible that a claim could be made

that we have been operating as an unregistered investment company.

This risk may be increased if we continue to hold the funds in the

Trust Account in short-term U.S.

government treasury obligations or in money market funds invested exclusively in such securities, rather

than instructing the trustee to liquidate the securities in the Trust Account and hold the funds in the Trust Account in cash.

we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted.

we would be subject to burdensome compliance requirements.

We do not believe that our principal activities will subject us to regulation

as an investment company under the Investment Company Act.

However, if we are deemed to be an investment company and subject to compliance

with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we

have not allotted funds.

As a result, unless we are able to modify our activities so that we would not be deemed an investment company,

we would expect to abandon our efforts to complete an initial business combination and instead to liquidate.

If we are required to liquidate,

our stockholders would not be able to realize the benefits of owning stock in a successor operating business, including the potential

appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

we instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash

in order to seek to mitigate the risk that we could be deemed to be an investment company for purposes of the Investment Company Act,

we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company.

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 be an unregistered investment company (including

under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company

Act, we may, at any time, instruct 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 Act.

The trust account is intended as a holding place for funds pending the earliest to

occur of either:

(i) the completion of our initial business combination;

(ii) the redemption of any public shares properly 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 prior to November 23, 2022 (or prior to February 23, 2023 or May 23, 2023, as

applicable, if we extend the period of time to consummate a business combination, as described in more detail in this Annual Report)

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 prior to November 23, 2022 (or prior to February 23, 2023 or May 23, 2023, as applicable,

if we extend the period of time to consummate a business combination, as described in more detail in this Annual Report), our return

of the funds held in the trust account to our public shareholders as part of our redemption of the public shares.

If we do not invest

the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be subject to the

Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted

funds and may hinder our ability to complete a business combination.

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

public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to

public shareholders, 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 an initial business combination or liquidation of the Company.

Following such liquidation of the securities held in the Trust Account,

we would likely receive minimal interest, if any, on the funds held in the Trust Account.

However, interest previously earned on the

funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted.

any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would

reduce the dollar amount the Public shareholders would receive upon any redemption or liquidation of the Company.

As of the date of this

Annual Report, we have not yet made any such determination to liquidate the securities held in the Trust Account.

longer that the funds in the Trust Account are held in short-term U.S.

government treasury obligations or in money market funds invested

exclusively in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may

be required to liquidate the Company.

Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount the Public shareholders would receive upon any redemption or liquidation of the Company.

As of the date of Annual Report, we are

currently holding the funds in our Trust Account in money market funds.

incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

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third parties bring claims against us, the funds held in the Trust Account could be reduced and the per-share redemption amount received

by shareholders may be less than $10.15 (or, if both three-month extensions occur, $10.45) per share.

by shareholders may be less than $10.49 per share.

placing of funds in the Trust Account may not protect those funds from third party claims against us.

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Accordingly, the per-share redemption amount

received by public shareholders could be less than the $10.15 (or, if both three-month extensions occur, $10.45) per public share initially

held in the trust account, due to claims of such creditors.

Pursuant to the letter agreement, our Sponsor has agreed that it will be

liable to us if and to the extent any claims by a third party (other than Marcum LLP, our independent registered public accounting firm)

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) $10.15 (or, if both three-month extensions occur, $10.45) 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 $10.15 (or, if both three-month extensions

occur, $10.45) per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not

received by public shareholders could be less than the $10.49 per public share initially held in the Trust Account, due to claims of

such creditors.

Pursuant to the letter agreement, our Sponsor has agreed that it will be liable to us if and to the extent any claims

by a third party (other than Marcum LLP, our independent registered public accounting firm) 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) $10.49 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 $10.49 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

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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 $10.15 (or, if both three-month

extensions occur, $10.45) 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.

the funds available for our initial business combination and redemptions could be reduced to less than $10.49 per public share.

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.

securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value

of the assets held in Trust Account such that the per-share redemption amount received by public shareholders may be less than $10.49

(or, if both three-month extensions occur, $10.45) per share.

proceeds held in the Trust Account will be invested only in U.S.

government treasury obligations with a maturity of 185 days or less

or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct

government treasury obligations.

While short-term U.S.

government treasury obligations currently yield a positive rate of interest, they

have briefly yielded negative interest rates in recent years.

Central banks in Europe and Japan pursued interest rates below zero in

recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt

similar policies in the United States.

In the event that we are unable to complete our initial business combination or make certain amendments

to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share

of the proceeds held in the trust account, plus any interest income earned thereon (less taxes payable and up to $100,000 of interest

government treasury obligations currently yield a positive rate of

interest, they have briefly yielded negative interest rates in recent years.

Central banks in Europe and Japan pursued interest

rates below zero in recent years, and the Open Market Committee of the Federal Reserve Board has not ruled out the possibility that

it may in the future adopt similar policies in the United States.

In the event that we are unable to complete our initial business

combination or make certain amendments to our Charter, our public shareholders are entitled to receive their pro-rata share of the

proceeds held in the Trust Account, plus any interest income earned thereon (less taxes payable and up to $100,000 of interest

income to pay dissolution expenses).

Negative interest rates could reduce the value of the assets held in trust such that the per-share

redemption amount received by public shareholders may be less than $10.15 (or, if both three-month extensions occur, $10.45) per share.

Negative interest rates could reduce the value of the assets held in trust such that the

per-share redemption amount received by public shareholders may be less than $10.49 per share.

after we distribute the funds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary

bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such

proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby

exposing the members of our board of directors and us to claims of punitive damages.

proceeds, and the members of our Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the

members of our Board and us to claims of punitive damages.

after we distribute the funds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary

2 unchanged sentences

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

In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith,

thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing

the claims of creditors.

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.

before distributing the funds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary

14 unchanged sentences

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.

Furthermore, our directors may be viewed as having breached their fiduciary duties under Cayman Islands law 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.

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.

UNRESOLVED STAFF COMMENTS

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