Item 1. Business
Item 1. Business.
Introduction
We are a blank check company incorporated on September 10,
2025 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial
business combination. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities,
the Company is a “shell company” as defined under the Exchange Act of 1934 (the “Exchange Act”) because we have
no operations and nominal assets consisting almost entirely of cash.
On November 20, 2025, our sponsor paid $25,000,
or approximately $0.006 per share, to cover certain of our offering and formation costs in exchange for 4,312,500 Class B ordinary shares,
par value $0.0001 per share (the “Class B ordinary shares” or the “founder shares”). On December 1, 2025,
our sponsor surrendered 718,750 founder shares to us for no consideration, resulting in our sponsor holding a total of 3,593,750 founder
shares. On December 4, 2025, our sponsor transferred 30,000 founder shares to each of our independent directors, Mark McKenna and
John Schmid, resulting in our sponsor holding a total of 3,533,750 founder shares. On January 22, 2026, the Company effected a share
capitalization with respect to the Class B ordinary shares resulting in the issue and allotment of 718,750 Class B ordinary shares to
our sponsor, resulting in our sponsor holding a total of 4,252,500 founder shares, with up to 562,500
founder shares subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised.
On January 22, 2026, the underwriters exercised their over-allotment option in full, and as such, the 562,500 founder shares held by the
sponsor were no longer subject to forfeiture.
On January 26, 2026, we consummated our IPO (the
“IPO”) of 17,250,000 Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”, and
the Class A ordinary shares issued as part of the IPO, the “public shares”), including the issuance of 2,250,000 Class A ordinary
shares as a result of the IPO underwriters’ exercise in full of its over-allotment option. The Class A ordinary shares were sold
at a price of $10.00 per share, generating gross proceeds to the Company of $172,250,000.
Simultaneously with the closing of the IPO,
pursuant to a Private Placement Shares Purchase Agreement (the “Private Placement Shares Purchase Agreement”) between
the Company and the sponsor, the Company completed the private sale of 497,500 Class A ordinary shares (the “Private Placement
Shares”) at a purchase price of $10.00 per Private Placement Share, to the sponsor, generating gross proceeds to the Company
of $4,975,000. The Private Placement Shares are identical to the Class A ordinary shares sold in the IPO, except that, so long as
they are held by the sponsor and its permitted transferees: (i) they may not, subject to certain limited exceptions, be transferred,
assigned or sold until 30 days after the completion of a business combination and (ii) they are entitled to registration rights.
Additionally, on January 26, 2026, Cormorant Global Healthcare Master Fund, LP (“Cormorant Master Fund”), a member of the sponsor, purchased
800,000 public shares as part of the IPO at a price of $10.00 per share.
A total of $172,500,000 comprised of the net
proceeds from the IPO and the sale of the Private Placement Shares were placed in a U.S.-based trust account maintained by
Continental Stock Transfer & Trust Company, acting as trustee (the “trust account”). Except with respect to interest
earned on the funds in the trust account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay
dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the
completion of the Company’s initial business combination, (ii) the redemption of the public shares if the Company is unable to
complete its initial business combination within 24 months from the closing of the IPO (the “completion window”),
subject to applicable law or (iii) the redemption of any of the Company’s public shares properly tendered in connection with a
shareholder vote to amend the amended and restated memorandum and articles of association (the “articles”) (A) to modify
the substance or timing of its obligation to allow redemption in connection with the Company’s initial business combination or
to redeem 100% of the Company’s public shares if it does not complete its initial business combination within the completion
window or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination
activity.
1
Our Sponsor
Our sponsor, Helix Holdings III LLC, is a Cayman Islands limited liability
company, which was formed to invest in us. Although our sponsor is permitted to undertake any activities permitted under the Limited Liabilities
Companies Act (As Revised) and other applicable law, our sponsor’s business is focused on investing in us and directly or indirectly
providing office space and administrative services to members of our management team. The manager of our sponsor is Bihua Chen, our Chairperson
and Chief Executive Officer. Ms. Chen controls the management of our sponsor, including the exercise of voting and investment discretion
over the securities held by our sponsor. As of the date of this Annual Report, two Cormorant funds, which are Cormorant Private Healthcare
Fund VI, LP (“Cormorant Fund VI”) and Cormorant Master Fund, together own 100% of the membership interests in our sponsor.
Bihua Chen is the managing member of the general partners of each of Cormorant Fund VI and Cormorant Master Fund.
Our Management Team
Our management team is led by Bihua Chen, our Chairperson and Chief
Executive Officer. Ms. Chen is supported by Caleb Tripp, our Chief Financial Officer, and Nebojsa Obradovic, our Chief Legal Officer,
who have an extensive collaborative history with several years of experience working together. We believe our management team has complementary
skills and experience relevant to our business strategy, as well as significant expertise in identifying high quality companies seeking
financing as a steppingstone to public markets.
For more information about our management team, see Item 10. Directors,
Executive Officers and Corporate Governance .
Initial Business Combination
Effecting Our initial business combination
General
We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination using cash from the
proceeds of the IPO and the private placement of the Private Placement Shares, the proceeds of any sale of our shares in connection with
our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued to
the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination
of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable
or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
If our initial business combination is paid for
using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in
connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance
of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations
of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business
combination, to fund the purchase of other companies, or for working capital.
While we may pursue an initial business combination
target in any industry, we intend to focus our search on healthcare or healthcare-related industries. Although our management will
assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result
in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning
that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.
We may seek to raise additional funds through
a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate
our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition,
we 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 Shares, and, as a result, if the cash portion of the purchase price exceeds the amount available from the
trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing
to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete
such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination
funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business
combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing.
There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans,
advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements
or backstop agreements we may enter into following consummation of the IPO. At this time, we are not a party to any arrangement or understanding
with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsors, officers,
directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.
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Sources of Target Businesses
We anticipate that target business candidates
will be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target
businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.
These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many
of these sources will have read the prospectus filed with the SEC on January 26, 2026 in connection with our IPO (File No. 333-291993)
(the “prospectus”) and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates,
may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal
or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive
a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record
and business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms
or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the
future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length
negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of
a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with
a potential transaction that our management determines is in our best interest to pursue. Payment of a finder’s fee is customarily
tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event,
however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s
fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion
of our initial business combination (regardless of the type of transaction that it is). In addition, we pay our sponsor $6,458 per month for office space, utilities, administrative services and remote support services provided to
members of our management team. We may also elect to make payment of customary fees to members of our board of directors for director
service. Additionally, we are not limited from paying any finder’s fees, reimbursement, consulting fee, monies in respect of any
payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers
prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless
of the type of transaction that it is). Any such payments prior to our initial business combination will be made from funds held outside
the trust account.
We are not prohibited from pursuing an
initial business combination with a business combination target that is affiliated with our sponsor, officers or directors, or from
completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or
directors. In the event we seek to complete our initial business combination with a business combination target that is affiliated
with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent
investment banking firm which is a member of FINRA or another independent entity that commonly renders valuation opinions, that the
consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are
not required to obtain such an opinion in any other context.
Evaluation of a Target Business and Structuring
of Our Initial Business Combination
In evaluating a prospective target business, we
expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document
reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,
legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed
to structure and negotiate the terms of the business combination transaction.
The time required to select and evaluate a target
business and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with,
a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another business combination.
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Shareholders May Not Have the Ability to Approve
Our Initial Business Combination
We may conduct redemptions without a shareholder
vote pursuant to the tender offer rules of the SEC subject to the provisions of our articles. However, we will seek shareholder approval
if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for business or other reasons.
Under Nasdaq’s listing rules, shareholder
approval would be required for our initial business combination if, for example:
● We issue ordinary shares that will be equal to or in excess
of 20% of the number of our ordinary shares then outstanding (excluding the Private Placement Shares and other than in a public offering);
● Any of our directors, officers or substantial shareholders (as
defined by Nasdaq rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater
interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance
of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or
● The issuance or potential issuance of ordinary shares will result
in our undergoing a change of control.
The decision as to whether we will seek shareholder
approval of a proposed business combination in those instances in which shareholder approval is not required by applicable law or stock
exchange listing requirements will be made by us, solely in our discretion, and will be based on business and legal reasons, which include
a variety of factors, including, but not limited to: (i) the timing of the transaction, including in the event we determine shareholder
approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company
at a disadvantage in the transaction or result in other additional burdens on the company; (ii) the expected cost of holding a shareholder
vote; (iii) the risk that the shareholders would fail to approve the proposed business combination; (iv) other time and budget
constraints of the company; and (v) additional legal complexities of a proposed business combination that would be time-consuming and
burdensome to present to shareholders.
Redemption Rights for Public Shareholders in
Connection with the Completion of Our Initial Business Combination
We will provide our public shareholders with the
opportunity to redeem all or a portion of their Class A ordinary shares in connection with the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated
as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held
in the trust account (less taxes paid or payable (other than excise or similar taxes)), divided by the number of then outstanding public
shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to
be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced
by the deferred underwriting commissions we will pay to the underwriter. Our sponsor, officers and directors have entered into a letter
agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, Private Placement
Shares and any public shares they may hold in connection with the completion of our initial business combination.
Limitation on Redemptions
Our proposed initial business combination may
impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital
or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration
we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to
satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available
to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for
redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities
or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase
agreements or backstop arrangements we may enter into in order to, among other reasons, satisfy such
net tangible assets or minimum cash requirements.
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Manner of Conducting Redemptions
We will provide our public shareholders with
the opportunity to redeem all or a portion of their Class A ordinary shares in connection with the completion of our initial business
combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder
vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct
a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction
and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing
requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder
approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct
mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary
shares (excluding the private placement shares) or seek to amend our articles would require shareholder approval. So long as we maintain
a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.
The requirement that we provide our public shareholders
with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our articles
and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be
amended if approved by special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of
the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote thereon on such
matter at a general meeting of the company, so long as we offer redemption in connection with such amendment.
If we provide our public shareholders with the
opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our articles:
● conduct the redemptions in conjunction with a proxy solicitation
pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender
offer rules, and
● file proxy materials with the SEC.
In the event that we seek shareholder approval
of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders
with the redemption rights described above in connection with the completion of the initial business combination.
If we seek shareholder approval, we will complete
our initial business combination only if it is approved by an ordinary resolution under Cayman Islands law, which requires the affirmative
vote of at least a majority of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled
to vote on such matter at a general meeting of the company. A quorum for such meeting will be present if the holders of one-third of
issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor, officers, directors
and advisors will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers, directors and advisors have agreed
to vote their founder shares, Private Placement Shares and any public shares purchased during or after the IPO (including in open market
and privately-negotiated transactions) in favor of our initial business combination (except with respect to any such public shares
which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under
the Exchange Act and any SEC interpretations or guidance relating thereto). For purposes of seeking approval of an ordinary resolution,
non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition
to our initial shareholders’ founder shares and the Private Placement Shares, we would need 6,220,001, or approximately 36.1%, of
the 17,250,000 public shares sold in the IPO to be voted in favor of an initial business combination in order to have our initial business
combination approved (excluding the public shares purchased by our initial shareholders and assuming all outstanding shares are voted).
Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our articles
vote their shares at a general meeting of the company, we will not need any public shares in addition to our founder shares to be voted
in favor of an initial business combination in order to approve an initial business combination. However, if our initial business combination
is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business
combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the issued shares present
in person or represented by proxy and entitled to vote on such matter at a general meeting of the company. These quorum and voting thresholds,
and the voting agreement of our sponsor, officers and directors, may make it more likely that we will consummate our initial business
combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed
transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.
If we seek shareholder approval for an extension, holders of our Public Shares will be offered an opportunity to redeem their shares upon
approval of such extension, regardless of whether they abstain, vote in favor of or vote against such extension.
If a shareholder vote is not required and we do
not decide to hold a shareholder vote for business or other legal reasons, we will:
● conduct the redemptions pursuant to Rule 13e-4 and
Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
● file tender offer documents with the SEC prior to completing
our initial business combination which contain substantially the same financial and other information about the initial business combination
and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
5
In the event we conduct redemptions pursuant to
the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under
the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer
period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we
are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer
and not complete the initial business combination.
Upon the public announcement of our initial business
combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our sponsor will terminate any plan established
in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under
the Exchange Act.
We intend to require our public shareholders seeking
to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s
option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using
the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials
or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled
vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder
vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption
to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included.
The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with
our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We
believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action
from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial
business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares
delivered by public shareholders who elected to redeem their shares.
Our proposed initial business combination may
impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital
or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration
we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to
satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available
to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for
redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity or equity-linked securities
or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase
agreements or backstop arrangements we may enter into, in order to, among other reasons, satisfy such
net tangible assets or minimum cash requirements.
Limitation on Redemption in Connection with
the Completion of Our Initial Business Combination If We Seek Shareholder Approval
If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our articles provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom
such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be
restricted from seeking redemption rights with respect to Excess Shares without our prior consent. We believe this restriction will discourage
shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their
redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant
premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more
than an aggregate of 20% of the shares sold in the IPO could threaten to exercise its redemption rights if such holder’s shares
are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms.
By limiting our shareholders’ ability to redeem no more than 20% of the shares sold in the IPO, we believe we will limit the ability
of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly
in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain
amount of cash.
However, we would not be restricting our shareholders’
ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
6
Competition
In identifying, evaluating and selecting a target
business for our initial business combination, we may encounter competition from other entities having a business objective similar to
ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating
businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting
business combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical,
human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources.
This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay
cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our
initial business combination, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.
Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
Facilities
We currently utilize office space at 200 Clarendon Street, 52nd Floor,
Boston, MA 02116 from our sponsor and the members of our management team as our executive offices. We consider our current office space
adequate for our current operations. We pay our sponsor or designees an aggregate of up to $6,458 per month for office space, secretarial,
administrative and support services provided to us and members of our management team. Upon completion of our initial business combination
or our liquidation, we will cease paying these monthly fees.
Employees and Human Capital Resources
We currently have three officers: Bihua Chen,
our Chief Executive Officer, Caleb Tripp, our Chief Financial Officer and Chief Operating Officer, and Nebojsa Obradovic, our Chief Legal
Officer. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much
of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they
will devote in any time period will vary based on whether a target business has been selected for our initial business combination and
the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion
of our initial business combination.
Periodic Reporting and Financial Information
We are required to file Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in a Current
Report on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at www.sec.gov. In addition, the
Company will provide copies of these documents without charge upon request from us in writing at 200 Clarendon Street, 52nd Floor Boston,
MA 02116 or by telephone at (857) 702-0370.
We are a Cayman Islands exempted company. Exempted
companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying
with certain provisions of the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time (the “Companies
Act”). As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that,
in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of
the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations
will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in
the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii)
by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders
or a payment of principal or interest or other sums due under a debenture or other obligation of us.
We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the JOBS Act.
As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in
our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also
provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company”
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to
take advantage of the benefits of this extended transition period.
7
We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have
total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market
value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on
which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Additionally, we are “smaller reporting
company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of the fiscal year in which (1) the market value of our Class A ordinary shares held by non-affiliates equals
or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100
million during such completed fiscal year and the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million
as of the end of that year’s second fiscal quarter.