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~~UNITED STATES~~

~~SECURITIES AND EXCHANGE COMMISSION~~

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~For the fiscal year ended December 31, 2020~~

ORFor the fiscal year ended

~~o TRANSITION REPORT PURSUANT TO SECTION~~December ~~13 OR 15(d)~~31, OF2021 ~~THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .~~OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 001-39860

PROVIDENT ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter)

~~(Exact Name of Registrant as Specified in Its Charter)~~

Cayman Islands		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
Unit 11C/D, Kimley Commercial Building 142 – 146 Queen’s Road Central Hong Kong		N/A
(Address of Principal Executive Offices)		Zip Code

Registrant’s telephone number, including area code: +852 2467 0338

Cayman Islands		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
Unit 11C/D, Kimley Commercial Building 142 – 146 Queen’s Road Central Hong Kong		N/A
(Address of Principal Executive Offices)		Zip Code

~~Securities registered pursuant to Section 12(b) of the Act:~~

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A ordinary shares, par value $0.0001 per share	PAQC	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50	PAQCW	The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one half redeemable warrant	PAQCU	The Nasdaq Stock Market LLC

Registrant’s telephone number, including area code: +852 2467 0338

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A ordinary shares, par value $0.0001 per share	PAQC	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50	PAQCW	The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one-half redeemable warrant	PAQCU	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o☐ No x☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o☐ No x☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes ☒ x No o ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company x Emerging growth company x~~

If an ~~emerging~~ ~~growth~~ ~~company,~~Large ~~indicate~~accelerated byfiler ~~check~~☐ ~~mark~~Accelerated iffiler ~~the~~☐ ~~registrant~~Non-accelerated ~~has~~filer ~~elected~~☒ ~~not~~Smaller toreporting ~~use~~company ~~the~~☒ ~~extended~~Emerging ~~transition~~growth ~~period~~company ~~for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o~~☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the ~~Registrant~~registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule 12b-2~~transition ofperiod ~~the~~for ~~Act~~complying with any new or revised financial accounting standards provided pursuant to Section 13(a)~~.Yes~~ xof Nothe oExchange Act. ☐

AsIndicate ofby ~~June 30,~~check ~~2020~~mark (whether the ~~last~~registrant ~~business~~has ~~day~~filed ofa ~~the~~report ~~registrant~~on and attestation to its management’s ~~second~~assessment ~~fiscal~~of ~~quarter),~~ the ~~registrant~~effectiveness ~~was~~of ~~not~~its ainternal ~~public~~control ~~company~~over ~~and,~~financial ~~therefore,~~reporting ~~cannot~~under ~~calculate~~Section 404(b) of the ~~aggregate~~Sarbanes-Oxley ~~market~~Act ~~value~~(15 ofU.S.C. ~~its~~7262(b)) ~~voting~~by ~~and~~the ~~non-voting~~registered ~~common~~public ~~equity~~accounting ~~held~~firm bythat ~~non-affiliates~~prepared asor ofissued ~~such~~its ~~date~~audit report. ☐

~~As of March 25, 2021, 23,000,000 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.~~

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes ☒ No ☐

As of June 30, 2021 (the last business day of the registrant’s second fiscal quarter), the aggregate market value of the Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the Class A ordinary shares on June 30, 2021, as reported on the Nasdaq, was $222,640,000.

As of March 17, 2022, 23,000,000 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

DOCUMENTS INCORPORATED BY REFERENCE

~~Portion of the Registrant’s prospectus filed with the Securities and Exchange Commission on January 8, 2021 pursuant to Rule 424b(4) under the Securities Act (Securities Act File No~~None.~~333-251571) are incorporated by reference into Part I — Item IA. of this annual report on Form 10-K.~~

Table of Contents

PROVIDENT ACQUISITION CORP. ~~ANNUAL REPORT ON FORM 10-K~~

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

	Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	iv
PART I	1
Item 1. Business	1
Item 1A. Risk Factors	1718
Item 1B. Unresolved Staff Comments	55
Item 2. Property	55
Item 3. Legal Proceedings	55
Item 4. Mine Safety Disclosures	55
PART II	56
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	56
Item 6. Selected Financial Data	57
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	57
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	57
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	61
Item 8. Financial Statements and Supplementary Data	61
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	61
Item 9A. Controls and Procedures	61
Item 9A. Controls and Procedures.	61
Item 9B. Other Information	61
Item 9B. Other Information.	62
PART III	6263
Item 10. Directors, Executive Officers and Corporate Governance	6263
Item 11. Executive Compensation	70
Item 11. Executive Compensation.	71
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	7172
Item 13. Certain Relationships and Related Transactions, and Director Independence	7475
Item 14. Principal Accounting Fees and Services	7677
PART IV	7779
Item 15. Exhibits, Financial Statement Schedules	7779
Item 16. Form 10-K Summary	7981
INDEX TO FINANCIAL STATEMENTS	F-1

Table of Contents

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K (this “Annual Report”), references to:

“aspiring unicorns” are to privately held companies valued from $100 million to $1 billion based on publicly available information most recently released by the relevant companies that have disclosed amounts raised, implied valuation and lead investors in their latest funding round;

“we,” “us,” “our,” “company” or “our company” are to Provident Acquisition Corp., a Cayman Islands exempted company;

“anchor investors” are to (i) WF Asian Reconnaissance Fund Limited (“Ward Ferry”), (ii) PT Nugraha Eka Kencana (“Saratoga”), a controlled subsidiary of PT Saratoga Investama Sedaya Tbk, an Indonesia-based investment company, and (iii) Aventis Star Investments Limited, an affiliate of our sponsor and Provident Group, and each is a party to a forward purchase agreement;

“amended and restated memorandum and articles of association” are to our Amended and Restated Memorandum and Articles of Association;

“~~Class A~~Companies ~~ordinary shares~~Act” are to ~~our~~the ~~Class A~~Companies ~~ordinary~~Act ~~shares,~~(2021 ~~par~~Revision) ~~value~~of ~~$0.0001~~the ~~per~~Cayman ~~share~~Islands as the same may be amended from time to time;

“Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;

“Companies Act” are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time;

“forward purchase agreements” are to the agreements providing for the sale of forward purchase shares and forward purchase warrants to the anchor investors in a private placement that will close concurrently with the closing of our initial business combination and the transfer of an aggregate of 312,500 founder shares by our sponsor to Ward Ferry for no cash consideration concurrently with the completion of our initial public offering;

“forward purchase securities” or “FPA Units” are to the forward purchase shares and forward purchase warrants;

“forward purchase shares” are to the 5,500,000 Class A ordinary shares issued to the anchor investors pursuant to the forward purchase agreements;

“forward purchase warrants” are to the 2,750,000 warrants to purchase Class A ordinary shares issued to the anchor investors pursuant to the forward purchase agreements;

“directors” are to our current directors;

“founders shares” are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

“initial shareholders” are to our sponsor and other holders of our founders shares;

“letter agreement” refers to the letter agreement entered into between us and our initial shareholders, directors and officers on January 7, 2021;

“management” or our “management team” are to our officers and directors;

“~~ordinary~~Merger ~~shares~~Sub 1” are to ~~our~~Beauty ~~Class A~~Corp., ~~ordinary~~an ~~shares~~exempted company incorporated with limited liability under the laws of Cayman Islands and ~~our~~a ~~Class B~~wholly-owned ~~ordinary~~subsidiary ~~shares~~of Perfect;

“~~private~~Merger ~~placement~~Sub ~~warrants~~2” are to ~~the~~Fashion ~~warrants~~Corp., ~~issued~~an toexempted ~~our~~company ~~sponsor~~incorporated inwith alimited ~~private~~liability ~~placement~~under ~~simultaneously with~~ the ~~closing~~laws of ~~our~~Cayman ~~initial~~Islands ~~public~~and ~~offering~~a wholly-owned subsidiary of Perfect;

“~~public shares~~Perfect” are to ~~our~~Perfect ~~Class A~~Corp., ~~ordinary~~an ~~shares~~exempted ~~sold~~company asincorporated ~~part~~with oflimited ~~the~~liability ~~units~~under inthe ~~our~~laws ~~initial~~of ~~public~~Cayman ~~offering (whether they were purchased in our initial public offering or thereafter in the open market)~~Islands;

“Perfect Class A Ordinary Shares” are to Class A ordinary share of Perfect, par value $0.10 per share;

“Perfect Warrants” are to warrants exercisable for Perfect Class A Ordinary Shares;

Table of Contents

“Provident Class A Ordinary Shares” or “our Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share;

“Provident Class B Ordinary Shares” or “our Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;

“Provident Ordinary Shares” are to Provident Class A Ordinary Shares and Provident Class B Ordinary Shares;

“Provident private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering;

“Provident public warrants” are to our redeemable warrants sold as part of the units in our initial public offering (whether they were purchased in the initial public offering or thereafter in the open market);

“Provident Warrants” are to Provident public warrants and Provident private placement warrants;

“public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);

“public shareholders” are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares;

“sponsor” are to Provident Acquisition Holdings Ltd., a Cayman Islands exempted company;

“unicorns” are to privately held companies valued at $1 billion or more based on publicly available information and/or information released by the relevant companies; and

“warrants” are to our redeemable warrants sold as part of the units in our initial public offering (whether they were purchased in the initial public offering or thereafter in the open market) and the private placement warrants; and

“$,” “US$” and “U.S. dollar” each refer to the United States dollar.

iii

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some statements contained in this Annual Report are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:

~~· our~~● ~~ability~~the tooccurrence ~~select~~of anany ~~appropriate~~event, ~~target~~change ~~business~~ or ~~businesses~~other circumstances that could result in the failure to consummate the business combination;

~~· our~~● ~~ability~~the tooutcome ~~complete~~of ~~our~~any ~~initial~~legal proceedings that may be instituted against Provident, Merger Sub 1, Merger Sub 2 and Perfect regarding the business combination;

~~· our~~● ~~expectations~~the ~~around~~inability to complete the ~~performance~~business combination due to the failure to obtain approval of athe ~~prospective~~shareholders ~~target~~of Provident, to obtain financing to complete the business combination or ~~businesses~~to satisfy other conditions to closing in the definitive agreements with respect to the business combination;

~~· our~~● ~~success~~changes into ~~retaining~~the orproposed ~~recruiting,~~structure orof ~~changes~~the business combination that may be required ~~in,~~or ~~our~~appropriate ~~officers,~~as ~~key~~a ~~employees~~result of applicable laws or ~~directors~~regulations ~~following~~or ~~our~~as ~~initial~~a condition to obtaining regulatory approval of the business combination;

~~· our~~● ~~officers~~the ~~and~~ability ~~directors allocating their time~~ to ~~other~~meet ~~businesses~~ and ~~potentially~~maintain ~~having~~Nasdaq’s ~~conflicts~~listing ofstandards ~~interest~~following ~~with~~the ~~our~~consummation ~~business~~of orthe ~~in approving our initial~~ business combination;

~~· our~~● ~~potential~~the ~~ability~~risk tothat ~~obtain~~the ~~additional~~business ~~financing~~combination todisrupts ~~complete~~current ~~our~~plans ~~initial~~and operations of Perfect as a result of the announcement and consummation of the business combination;

~~· our~~● ~~pool~~costs ofrelated ~~prospective~~to ~~target~~the ~~businesses~~business combination;

~~· operating~~● achanges ~~business~~ in ~~the~~applicable ~~cannabis~~laws ~~industry~~or regulations;

· ● the ~~ability~~possibility ofthat ~~our~~Perfect ~~officers~~may ~~and~~be ~~directors~~adversely toaffected ~~generate~~by aother ~~number~~economic, ~~of potential~~ business, ~~combination~~and/or ~~opportunities~~competitive factors;

~~· our~~● ~~public~~the ~~securities’~~risk ~~potential~~that ~~liquidity~~we ~~and~~may ~~trading~~not be able to raise financing in the future;

· ● the ~~lack~~risk ofthat awe ~~market~~may ~~for~~not ~~our~~be ~~securities~~able to retain or recruit necessary officers, key employees or directors following the business combination;

~~· the~~● ~~use of proceeds not held in~~ the ~~trust~~risk ~~account~~that orour ~~available~~public tosecurities uswill ~~from~~be ~~interest income on the trust account balance~~illiquid;

· ● the ~~trust~~risk ~~account~~that ~~not~~shareholders ~~being~~may ~~subject~~experience adverse tax consequences with respect to ~~claims~~their shares as result of ~~third~~the ~~parties;~~consummation orof the business combination;

~~· our~~● ~~financial~~other ~~performance~~risks ~~following~~and ~~our~~uncertainties ~~initial~~indicated ~~public~~from ~~offering~~time orto ~~following~~time ~~our~~in ~~initial~~filings ~~business~~made ~~combination~~with the SEC, including those risk factors described in this Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Table of Contents

PART I

Item 1. Business

We are a ~~newly incorporated~~ blank check company incorporated as a Cayman Islands exempted company 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 not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us.

WeProvident ~~intend~~Acquisition toHoldings Ltd., ~~focus~~our onsponsor, ~~consumption-focused~~has ~~companies~~been ~~with~~formed ~~disruptive~~by ~~growth~~seasoned ~~potential~~investors, ~~that~~two ~~have~~of ~~operations~~whom orare ~~prospective~~affiliated ~~operations~~with inProvident ~~Asia~~Growth and Provident Capital (as defined below, collectively with Provident Growth, “Provident Group”). Provident Growth is a ~~particular~~leading ~~focus~~growth onstage ~~the~~fund focused on technology ~~sector~~investments in Southeast Asia. Established in 2018, ~~although~~Provident weGrowth ~~may~~has ~~pursue~~deep aexpertise ~~business~~in ~~combination~~investing ~~target~~and building high growth technology businesses in ~~any~~Southeast ~~business~~Asia orand ~~industry.~~has Weone ~~believe~~of ~~our~~the ~~management~~largest ~~team~~portfolio of technology unicorns (in terms of the number of investments) among Southeast Asia-focused private equity funds (excluding venture capital funds and sovereign wealth funds). Established in 2004, ~~advisory~~Provident ~~board~~Capital ~~members~~Indonesia and ~~board~~its affiliates (“Provident Capital”) are a group of ~~directors~~Southeast ~~have~~Asia-focused ~~the~~investment ~~relevant~~firms ~~skills~~with ~~and~~a ~~experience~~focused toinvestment ~~identify~~approach ~~companies~~of toinvesting ~~best~~substantial ~~capture~~funds ~~market~~in ~~opportunities~~businesses where strong management capabilities have been built within the groups.

~~Provident~~Company Acquisition Holdings Ltd., our sponsor, has been formed by seasoned investors, two of whom are affiliated with Provident Growth and Provident Capital (as defined below, collectively with Provident Growth, “Provident Group”). Provident Growth is a leading growth stage fund focused on technology investments in Southeast Asia. Established in 2018, Provident Growth has deep expertise in investing and building high growth technology businesses in Southeast Asia and has one of the largest portfolio of technology unicorns (in terms of the number of investments) among Southeast Asia-focused private equity funds (excluding venture capital funds and sovereign wealth funds). Established in 2004, Provident Capital Indonesia and its affiliates (“Provident Capital”) are a group of Southeast Asia-focused investment firms with a focused investment approach of investing substantial funds in businesses where strong management capabilities have been built within the groups.History

~~Company~~On ~~History~~October 28, 2020, our sponsor purchased an aggregate of 5,750,000 Class B ordinary shares (our “founder shares”) for an aggregate purchase price of $25,000, or approximately $0.004 per share. Our founder shares will automatically convert into Class A ordinary shares, on a one-for-one basis, upon the completion of a business combination. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the issued and outstanding ordinary shares upon completion of the initial public offering (the “IPO”).

On ~~October~~January 2812, ~~2020~~2021, ~~our~~we ~~sponsor~~completed ~~purchased~~our anIPO ~~aggregate~~ of 523,~~750~~000,000 ~~Class B~~units ~~ordinary~~at ~~shares~~a price of $10.00 per unit (~~our~~the “~~founder shares~~units”), ~~for~~generating angross ~~aggregate~~proceeds ~~purchase price~~ of $25230,000, ~~or approximately $0~~000.~~004~~ ~~per~~Each ~~share.~~unit ~~Our~~consists ~~founder~~of ~~shares~~one ~~will~~of ~~automatically~~the ~~convert~~Company’s ~~into~~shares of Class A ordinary shares, onpar avalue ~~one-for-one~~$0.0001 ~~basis~~per share, ~~upon~~and ~~the~~one-half ~~completion~~ of aone ~~business~~redeemable ~~combination~~warrant. ~~The~~Each ~~number~~whole ofwarrant ~~founder~~entitles ~~shares issued was determined based on~~ the ~~expectation~~holder ~~that~~thereof ~~the~~to ~~founder~~purchase ~~shares~~one ~~would~~Class A ~~represent 20% of the issued and outstanding~~ ordinary ~~shares~~share ~~upon~~at ~~completion~~a price of ~~the~~$11.50 ~~initial~~per ~~public~~share, ~~offering~~subject ~~(the~~to ~~“IPO”)~~certain adjustments.

OnSubstantially ~~January 12,~~concurrently ~~2021,~~with wethe ~~completed~~completion ~~our~~of the IPO, our sponsor purchased an aggregate of 236,~~000~~600,000 ~~units~~warrants (the “Private Placement Warrants”) at a price of $101.00 per ~~unit~~warrant, ~~(the~~or ~~“units”)~~$6,600,000 ~~generating~~in ~~gross~~the ~~proceeds~~aggregate. A total of $230,000,000., ~~Each~~comprised ~~unit consists~~ of ~~one~~$225,400,000 of the ~~Company’s~~proceeds ~~shares~~from ofthe ~~Class A~~IPO, ~~ordinary~~including ~~shares~~$8,050,000 ~~par~~of ~~value~~the ~~$0.0001~~underwriters’ ~~per~~deferred ~~share~~discount, and ~~one-half~~$4,600,000 of ~~one~~the ~~redeemable~~proceeds ~~warrant.~~of ~~Each~~the ~~whole~~sale ~~warrant~~of ~~entitles~~ the ~~holder~~Private ~~thereof~~Placement toWarrants, ~~purchase~~was ~~one~~placed ~~Class A~~in ~~ordinary~~a ~~share~~U.S.-based trust account at aJ.P. ~~price~~Morgan ofChase ~~$11~~Bank, N.50A., ~~per~~maintained ~~share,~~by ~~subject~~Continental toStock ~~certain~~Transfer & ~~adjustments~~Trust Company, acting as trustee.

~~Substantially~~On ~~concurrently~~February 23, ~~with~~2021, ~~the~~we ~~completion~~announced ofthat, ~~the~~commencing ~~IPO~~March 1, ~~our~~2021, ~~sponsor~~holders ~~purchased an aggregate~~ of 6the 23,~~600~~000,000 ~~warrants~~units ~~(the~~sold ~~“Private~~in ~~Placement~~the ~~Warrants”)~~IPO atmay aelect ~~price~~to ofseparately ~~$1.00~~trade ~~per warrant, or $6,600,000 in~~ the ~~aggregate.~~ Class A ~~total~~ordinary ofshares ~~$230,000,000,~~and ~~comprised of $225,400,000 of~~ the ~~proceeds~~warrants ~~from~~included ~~the~~in ~~IPO, including $8,050,000 of~~ the ~~underwriters’~~units. ~~deferred~~Those ~~discount,~~units ~~and~~not ~~$4,600,000~~separated ofcontinued ~~the~~to ~~proceeds~~trade ofon the ~~sale~~Nasdaq ofunder the ~~Private~~symbol ~~Placement~~“PAQCU” ~~Warrants,~~and ~~was~~the ~~placed~~Class A inordinary ashares ~~U.S.-based~~and ~~trust~~warrants ~~account~~that atwere ~~J.P.~~separated ~~Morgan~~trade ~~Chase~~under ~~Bank,~~the ~~N.A.,~~symbols ~~maintained~~“PAQC” byand ~~Continental Stock Transfer & Trust Company~~“PAQCW,” ~~acting as trustee~~respectively.

On ~~February 23~~March 3, ~~2021~~2022, we announced ~~that,~~entry ~~commencing~~into ~~March 1,~~an ~~2021,~~Agreement ~~holders~~and Plan of Merger (the 23“Business Combination Agreement”) with Perfect,~~000~~ Merger Sub 1 and Merger Sub 2,~~000~~ ~~units~~pursuant ~~sold~~to inwhich, among other transactions, on the ~~IPO~~terms ~~may~~and ~~elect~~subject to ~~separately~~the ~~trade~~conditions ~~the~~set ~~Class A~~forth ~~ordinary~~therein, ~~shares~~(i) Merger Sub 1 will merge with and into Provident (the ~~warrants~~“First ~~included~~Merger”), inwith Provident surviving the ~~units.~~First ~~Those~~Merger ~~units~~as ~~not~~a ~~separated~~wholly-owned ~~continued~~subsidiary toof ~~trade~~Perfect, onand (ii) immediately after the ~~Nasdaq~~consummation ~~under~~of the ~~symbol~~First ~~“PAQCU”~~Merger, ~~and~~Provident (as the ~~Class A~~surviving ~~ordinary~~company ~~shares~~of ~~and~~the ~~warrants~~First ~~that~~Merger) ~~were~~will ~~separated~~merge ~~trade~~with ~~under~~and ~~the~~into ~~symbols~~Merger Sub 2 (the “~~PAQC~~Second Merger” and ~~“PAQCW~~together with the First Merger, collectively, the “Mergers”), ~~respectively~~with Merger Sub 2 surviving the Second Merger as a wholly-owned subsidiary of Perfect (the “Business Combination”).

1Business Combination

~~Table~~Business ofCombination ~~Contents~~Agreement

~~Initial~~Pursuant to the Business Combination Agreement and subject to the approval of the Provident shareholders, among other things, (i) immediately prior to the effective time of the First Merger (the “First Merger Effective Time”), each Provident Class B Ordinary Share, outstanding immediately prior to the First Merger Effective Time will be automatically converted into a number of Provident

The rules of Nasdaq and our amended and restated memorandum and articles of association require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.1

WeTable ~~may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100%~~ of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.Contents

~~Other~~Class ~~Acquisition~~A ~~Considerations~~Ordinary Share in accordance with the articles of association of Provident then effective, and, after giving effect to such automatic conversion, at the First Merger Effective Time and as a result of the First Merger, (a) each issued and outstanding Provident Class A Ordinary Share (other than the Provident Dissenting Shares (as defined below)) will be cancelled in exchange for the right to receive one Perfect Class A Ordinary Share after giving effect to the Recapitalization (as defined below), and (b) each issued and outstanding Provident Class A Ordinary Share that is held by any person who has validly exercised and not effectively withdrawn or lost their right to dissent from the First Merger in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands (“Provident Dissenting Share”) will be cancelled and carry no right other than the right to receive the payment of the fair value of such Provident Dissenting Share determined in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands, and (ii) each issued and outstanding Provident Warrants will be converted into a corresponding Perfect Warrant.

WeImmediately ~~are~~prior ~~not~~to ~~prohibited~~the ~~from~~First ~~pursuing~~Merger anEffective ~~initial~~Time, ~~business~~(i) ~~combination~~the ~~with~~amended and restated memorandum and articles of association of Perfect (“Listing A&R AoA”) will be adopted and become effective, and (ii) Perfect will effect a ~~company~~share combination such that iseach ~~affiliated~~common ~~with~~share ~~our~~of ~~sponsor~~Perfect, ~~officers~~par value $0.10 per share, orand ~~directors~~each preferred share of Perfect, par value $0.10 Inper share (collectively, the ~~event~~“Pre-Recapitalization wePerfect ~~seek~~Shares”) (whether issued and outstanding or authorized but unissued) immediately prior to ~~complete~~the ~~our~~First ~~initial~~Merger ~~business~~Effective ~~combination~~Time, ~~with~~will be consolidated into a ~~company~~number ~~that~~of isshares ~~affiliated~~equal ~~with~~to ~~our~~the ~~sponsor~~Combination Factor (as defined below), ~~officers~~and upon such share combination, or(a) ~~directors~~each resulting share held by any person other than DVDonet.com. Inc., weGolden Edge Co., orLtd., aWorld ~~committee~~Speed ofCompany ~~independent~~Limited ~~directors~~and Alice H. Chang (collectively, the “Founder Parties”) will ~~obtain~~be anrepurchased ~~opinion~~and ~~from~~cancelled anby ~~independent~~Perfect ~~investment~~in ~~banking~~exchange ~~firm~~for the issuance of one Perfect Class A Ordinary Share, and (b) each resulting share that is aheld ~~member~~by ofthe ~~FINRA~~Founder orParties ~~another~~will ~~independent~~be ~~firm~~repurchased ~~that~~and ~~commonly~~cancelled ~~renders~~by ~~valuation~~Perfect ~~opinions~~in exchange for the ~~type~~issuance of ~~company~~one weClass ~~are~~B ~~seeking~~ordinary toshare ~~acquire~~of orPerfect, anpar ~~independent~~value ~~accounting~~$0.10 ~~firm~~per ~~that~~share ~~such~~(“Perfect anClass ~~initial~~B ~~business~~Ordinary ~~combination~~Share”, isand ~~fair~~together with Perfect Class A Ordinary Shares, the “Perfect Ordinary Shares”) (items (i) through (ii), the “Recapitalization”). Pursuant to ~~our~~the ~~company~~Listing ~~from~~A&R aAoA, ~~financial~~each ~~point~~Perfect ofClass ~~view~~A Ordinary Share will have one vote and each Perfect Class B Ordinary Share will have ten votes.

~~Unless~~The we“Combination ~~complete~~Factor” ~~our~~is ~~initial~~a ~~business~~number ~~combination~~resulting ~~with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion~~ from andividing ~~independent investment banking firm, another independent firm that commonly renders valuation opinions for~~ the ~~type~~Per ofShare ~~company~~Perfect weEquity ~~are~~Value ~~seeking~~by to$10.00. ~~acquire~~The or“Per ~~from~~Share anPerfect ~~independent~~Equity ~~accounting~~Value” ~~firm that the price we are paying for a target~~ is ~~fair~~obtained toby ~~our~~dividing ~~company~~(i) ~~from~~the aequity ~~financial~~value ~~point~~ of ~~view.~~Perfect If(being ~~no opinion is obtained~~$1,010,000,000) ~~our~~by ~~shareholders~~(ii) ~~will be relying on~~ the ~~business~~aggregate ~~judgment~~number of ~~our~~Pre-Recapitalization ~~Board~~Perfect ofShares ~~Directors,~~that ~~which~~are ~~will~~issued ~~have~~and ~~significant~~outstanding ~~discretion~~immediately inprior ~~choosing the standard used~~ to ~~establish~~ the ~~fair~~Recapitalization. ~~market~~Upon ~~value of~~ the ~~target or targets~~Recapitalization, ~~and~~each ~~different~~Perfect ~~methods~~Ordinary ofShare ~~valuation may vary greatly in outcome from one another. Such standards used~~ will behave ~~disclosed~~a invalue ~~our~~of ~~tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination~~$10.00.

2The Business Combination has been approved by the boards of directors of both Provident and Perfect.

~~Table~~Conditions ofto ~~Contents~~Closing

~~Members~~The consummation of ~~our~~the ~~management~~Business ~~team~~Combination ~~and~~is ~~our~~conditioned ~~independent~~upon, ~~directors~~among ~~own~~other orthings: ~~will~~(i) ~~own,~~receipt ~~directly~~of orthe ~~indirectly,~~required ~~founders~~approval ~~shares~~by ~~and/or~~the ~~private~~Provident ~~placement~~shareholders; ~~warrants~~(ii) ~~following~~receipt ~~our~~of ~~initial~~the ~~public~~required ~~offering~~approval ~~which~~by ~~securities~~the ~~will~~Perfect beshareholders; ~~worthless~~(iii) ifafter wegiving ~~fail~~effect to ~~complete~~the aexercise ~~business~~of ~~combination~~the ~~and,~~redemption ~~accordingly~~rights of the Provident shareholders (the “Provident Shareholder Redemption”), ~~may~~Merger ~~have~~Sub a2 ~~conflict~~(as the surviving company of ~~interest~~the inMergers) ~~determining~~having ~~whether~~at aleast ~~particular~~$5,000,001 ~~target~~of ~~business~~net istangible anassets ~~appropriate~~immediately ~~business~~after ~~with~~the ~~which~~consummation toof ~~effectuate~~the ~~our~~Business ~~initial~~Combination; ~~business~~(iv) ~~combination.~~the ~~Further~~absence of any law or governmental order enjoining, ~~each~~prohibiting or making illegal the consummation of ~~our~~the ~~officers~~Business ~~and~~Combination; ~~directors~~(v) ~~may~~the ~~have~~approval afor ~~conflict~~listing of ~~interest~~Perfect ~~with~~Class ~~respect~~A Ordinary Shares and Perfect Warrants to ~~evaluating~~be aissued ~~particular~~in ~~business~~connection ~~combination~~with ifthe Business Combination on the ~~retention~~Nasdaq orimmediately ~~resignation~~following ofthe ~~any~~Closing ~~such~~(as ~~officers~~defined ~~and~~in ~~directors~~the ~~was~~Business ~~included~~Combination byAgreement); a(vi) ~~target~~effectiveness ~~business~~of the Registration Statement (as adefined ~~condition~~below) toin accordance with the Securities Act and the absence of any ~~agreement~~stop order issued by the SEC with respect to ~~our~~the ~~initial~~Registration ~~business~~Statement; ~~combination~~and (vii) completion of the Recapitalization in accordance with the terms of the Business Combination Agreement.

~~Each~~The obligations of ~~our~~Perfect, ~~directors~~Merger ~~and~~Sub ~~officers~~1 ~~presently has,~~ and inMerger ~~the~~Sub ~~future~~2 ~~may further have, fiduciary or contractual obligations~~ to ~~other~~consummate ~~entities~~the ~~pursuant~~Business toCombination ~~which~~are ~~such~~also ~~officer~~conditioned ~~or director is or will be required to present acquisition opportunities to such entity. Accordingly~~upon, ~~subject~~among toother ~~his~~things: or(i) ~~her~~the ~~fiduciary~~accuracy ~~duties under Cayman Islands law, if any~~ of ~~our~~the ~~officers~~representations orand ~~directors~~warranties ~~becomes aware~~ of anProvident ~~acquisition~~(subject ~~opportunity~~to ~~which~~certain ismateriality ~~suitable~~standards ~~for~~set anforth ~~entity~~in tothe ~~which~~Business heCombination orAgreement); ~~she~~(ii) ~~has~~material ~~then~~compliance ~~current~~by ~~fiduciary~~Provident orwith ~~contractual~~its ~~obligations,~~pre-closing hecovenants; or(iii) ~~she~~the ~~will~~funds ~~need~~contained toin ~~honor~~Provident’s ~~his~~trust oraccount ~~her~~(after ~~fiduciary~~giving oreffect ~~contractual obligations~~ to ~~present~~the ~~such~~Provident ~~acquisition~~Shareholder ~~opportunity to such entity~~Redemption), ~~and~~together ~~only~~with ~~present it to us if such entity rejects~~ the ~~opportunity.~~aggregate ~~Our~~amount ~~amended and restated memorandum and articles~~ of ~~association~~proceeds ~~provide~~from ~~that, to~~ the ~~fullest~~PIPE ~~extent~~Financing ~~permitted by applicable law:~~ (~~i) no individual serving~~ as adefined ~~director~~below) orand anfrom ~~officer~~the ~~shall~~transactions ~~have~~(the ~~any~~“Forward ~~duty,~~Purchase ~~except~~Financing”) ~~and~~pursuant to the ~~extent~~forward ~~expressly~~purchase ~~assumed~~agreements bythat ~~contract,~~were toentered ~~refrain~~into ~~from~~in ~~engaging~~connection ~~directly~~with orProvident’s ~~indirectly~~initial inpublic offering (the ~~same~~“Forward orPurchase ~~similar~~Agreements”), ~~business~~equaling ~~activities~~ or ~~lines~~exceeding ~~of business as us~~$125,000,000; and (iiiv) we ~~renounce~~the ~~any~~absence ~~interest~~of orany ~~expectancy~~event ~~in,~~since orthe indate ~~being~~of ~~offered~~the anBusiness ~~opportunity~~Combination toAgreement ~~participate~~that inhas had, ~~any potential transaction~~ or ~~matter~~would ~~which~~reasonably ~~may~~ be aexpected ~~corporate~~to ~~opportunity~~have, ~~for~~individually ~~any director~~ or ~~officer,~~in on the ~~one hand~~aggregate, ~~and~~a ~~us,~~material onadverse ~~the~~effect ~~other.~~on ~~We do not believe, however, that~~ the ~~fiduciary~~ability ~~duties or contractual obligations~~ of ~~our~~Provident ~~officers or directors will materially affect our ability~~ to ~~complete~~timely ~~our~~consummate ~~initial~~the ~~business~~Business ~~combination~~Combination.

~~There~~The isobligations noof ~~restriction~~Provident into consummate the ~~geographic~~Business ~~location~~Combination ofis ~~targets~~also weconditioned ~~can pursue~~upon, ~~although~~among weother ~~intend~~things: to(i) ~~initially~~the ~~prioritize~~accuracy ~~Asia~~of as the ~~geographical~~representations ~~focus.~~and Wewarranties ~~will~~of ~~seek~~Perfect (subject to ~~identify~~certain ~~targets~~materiality ~~that~~standards ~~are~~set ~~likely~~forth toin ~~provide~~the ~~attractive~~Business ~~financial~~Combination ~~returns~~Agreement); ~~through~~(ii) ~~business~~material ~~combinations.~~compliance ~~However,~~by wePerfect ~~have~~with ~~yet~~its topre-closing ~~determine~~covenants; aand ~~time~~(iii) ~~frame,~~the anabsence ~~investment~~of ~~amount or~~ any ~~other~~event ~~criteria,~~since ~~which~~the ~~would~~date ~~trigger~~of ~~our~~the ~~search~~Business ~~for~~Combination ~~business~~Agreement ~~opportunities~~that ~~outside~~has ofhad, ~~Asia.~~or Wewould ~~believe~~reasonably ~~that~~be weexpected ~~will add value~~ to ~~these~~have, ~~businesses~~a ~~primarily~~material byadverse ~~providing~~effect ~~them~~on ~~with access to the U.S. capital markets.~~

We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.2

~~Emerging~~Table ~~Growth~~of ~~Company Status and Other Corporate Information~~Contents

~~Our~~the ~~executive~~business, ~~offices~~results ~~are~~of ~~located~~operations ator ~~Unit~~financial ~~11C/D,~~condition ~~Kimley~~of ~~Commercial~~Perfect ~~Building,~~and ~~142~~its –subsidiaries, ~~146~~taken ~~Queen’s~~as ~~Road~~a ~~Central,~~whole ~~Hong~~(subject ~~Kong,~~to ~~and~~certain ~~our~~exceptions ~~telephone~~set ~~number~~forth isin ~~+852~~the ~~2467~~Business ~~0338~~Combination Agreement).

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 an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) 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.Covenants

WeThe ~~are~~Business anCombination ~~“emerging~~Agreement ~~growth~~includes ~~company~~customary covenants of the parties thereto with respect to operation of their respective businesses prior to consummation of the Business Combination and efforts to satisfy conditions for the consummation of the Business Combination. The Business Combination Agreement also contains additional covenants of the parties,” asincluding, ~~defined~~among inothers, ~~Section 2~~(ai) a covenant providing for Provident and Perfect to cooperate in the preparation of the ~~Securities~~Registration ~~Act~~Statement ofon ~~1933,~~Form asF-4 ~~amended~~required to be prepared in connection with the Business Combination (the “~~Securities~~Registration ~~Act~~Statement”), as(ii) ~~modified~~covenants byrequiring ~~the~~Provident ~~Jumpstart~~to ~~Our~~call, ~~Business~~convene ~~Startups~~and ~~Act~~hold an extraordinary general meeting of ~~2012~~the Provident shareholders (the “~~JOBS~~Provident ~~Act~~Extraordinary General Meeting”). Asto ~~such,~~consider weand ~~are~~vote ~~eligible~~upon the Business Combination and to ~~take~~provide ~~advantage~~the ofProvident ~~certain~~shareholders ~~exemptions~~with ~~from~~the ~~various~~opportunity ~~reporting~~to ~~requirements~~effect ~~that~~a ~~are~~Provident ~~applicable~~Shareholder toRedemption ~~other~~in ~~public~~connection ~~companies~~therewith as promptly as reasonably practicable following the date that ~~are~~the ~~not~~Registration ~~“emerging~~Statement ~~growth~~is ~~companies”~~declared ~~including,~~effective ~~but~~by ~~not~~the ~~limited~~SEC tounder the Securities Act, ~~not~~(iii) ~~being~~covenants ~~required~~requiring Perfect to ~~comply~~obtain ~~with~~the approval of the ~~auditor~~Business ~~attestation~~Combination ~~requirements~~by ofthe ~~Section 404~~Perfect shareholders as expeditiously as possible after the effectiveness of the ~~Sarbanes-Oxley~~Registration ~~Act~~Statement, ofand ~~2002~~(iv) covenants prohibiting Provident and Perfect from, among other things, soliciting or ~~the~~negotiating with third parties regarding alternative transactions and agreeing to certain related restrictions.

3Representations and Warranties

~~Table~~The Business Combination Agreement contains representations and warranties of ~~Contents~~Perfect, relating, among other things, to corporate organization; the authorization, performance and enforceability against Perfect of the Business Combination Agreement; required consents and filings; absence of conflicts; Perfect’s subsidiaries; capitalization of Perfect and its subsidiaries; financial statements; absence of undisclosed liabilities; absence of changes; litigation; compliance with laws; material contracts; intellectual property; data privacy and security; employee benefits; labor matters; tax matters; insurance; real property; environmental matters; related party transactions; vendors; customers; anti-corruption; information supplied for inclusion in the Registration Statement; and broker’s fees.

~~Sarbanes-Oxley~~The ~~Act,~~Business ~~reduced~~Combination ~~disclosure~~Agreement ~~obligations~~contains ~~regarding~~representations ~~executive~~and ~~compensation~~warranties inof ~~our~~Provident, ~~periodic~~relating ~~reports~~to, ~~and~~among ~~proxy~~other ~~statements~~things, ~~and~~corporate ~~exemptions~~organization; ~~from~~ the ~~requirements~~authorization, ofperformance ~~holding~~and aenforceability ~~non-binding~~against ~~advisory~~Provident ~~vote~~of onthe ~~executive~~Business ~~compensation~~Combination Agreement; required consents and ~~shareholder~~filings; ~~approval~~absence of ~~any~~conflicts; ~~golden~~litigation; ~~parachute~~capitalization; ~~payments~~undisclosed ~~not~~liabilities; ~~previously~~reports ~~approved.~~filed Ifwith ~~some~~the ~~investors~~SEC, ~~find~~financial ~~our~~statements ~~securities~~and ~~less~~internal ~~attractive~~controls; aslisting aand ~~result,~~compliance ~~there~~with ~~may~~Nasdaq berules; ainformation ~~less~~supplied ~~active~~for ~~trading~~inclusion ~~market~~in ~~for~~the ~~our~~Registration ~~securities~~Statement and ~~the~~Proxy ~~prices~~Statement; trust account; absence of ~~our~~changes; ~~securities~~compliance ~~may~~with belaws; ~~more~~material ~~volatile~~contracts; employees and employee benefits plans; properties; related party transactions; tax matters; PIPE Financing; anti-corruption; independent investigation; and broker’s fees.

InThe ~~addition,~~representations ~~Section 107~~and ofwarranties ~~the~~made ~~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~~Business ~~Act~~Combination ~~for~~Agreement ~~complying~~will ~~with~~not ~~new~~survive ~~or revised accounting standards. In other words, an “emerging growth company” can delay~~ the ~~adoption~~consummation 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~~Mergers.

WePerfect ~~will~~Shareholder 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 our initial public offering, (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 securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.Earnout

~~Additionally~~The Business Combination Agreement provides that, wefrom ~~are~~and aafter ~~“smaller~~the ~~reporting~~Closing ~~company”~~Date (as defined in ~~Rule 10~~the Business Combination Agreement) until the fifth anniversary of the Closing Date (fthe “Earnout Period”), promptly (1but in any event within fifteen (15) Business Days) after the occurrence of ~~Regulation~~any ~~S-K~~Shareholder Earnout Event (as defined below). ~~Smaller~~Perfect ~~reporting~~will ~~companies~~issue ~~may~~up ~~take~~to ~~advantage~~an aggregate of 10,000,000 Perfect Class A and Perfect Class B Ordinary Shares (the “Shareholder Earnout Shares”) to certain ~~reduced~~persons ~~disclosure~~who ~~obligations,~~are ~~including,~~Perfect’s ~~among~~shareholders ~~other~~immediately ~~things,~~prior ~~providing~~to ~~only~~the ~~two~~First ~~years~~Merger ofEffective ~~audited~~Time ~~financial~~(the ~~statements~~“Shareholder Earnout Participants”) in accordance with each such Shareholder Earnout Participant’s Pro Rata Portion (as defined below). WeSubject ~~will~~to ~~remain~~the aterms ~~smaller~~and ~~reporting~~conditions ~~company~~contemplated ~~until~~by the ~~last~~Business ~~day~~Combination Agreement, 3,000,000, 3,000,000 and 4,000,000 of the ~~fiscal~~Shareholder ~~year~~Earnout inShares ~~which~~are issuable if over any twenty (120) trading days within any thirty (30) trading day period during the ~~market~~Earnout ~~value~~Period the daily volume-weighted average price of ~~our~~the ~~ordinary~~Perfect ~~shares~~Class ~~held~~A byOrdinary ~~non-affiliates~~Shares ~~equalled~~is greater than or ~~exceeded~~equal to $~~250~~11.50, ~~million~~$13.00 asand $14.50, respectively (each, a “Shareholder Earnout Event”), provided that such Shareholder Earnout Participant holds more than 1% of Perfect’s fully diluted share capital at the ~~prior~~time ~~June 30th~~of the applicable Shareholder Earnout Event. “Pro Rata Portion” means, orwith respect to each Shareholder Earnout Participant entitled to Shareholder Earnout Shares in connection with a Shareholder Earnout Event, a number of Perfect Ordinary Shares equal to the quotient obtained by dividing (2i) ~~our~~ ~~annual~~the ~~revenues~~aggregate ~~exceeded~~number ~~$100~~of ~~million~~Perfect ~~during~~Ordinary Shares held by such ~~completed~~Shareholder ~~fiscal~~Earnout ~~year~~Participant ~~and~~at the ~~market~~time ~~value~~of such Shareholder Earnout Event by (ii) the aggregate number of ~~our~~Perfect ~~ordinary~~Ordinary ~~shares~~Shares held by ~~non-affiliates~~all ~~equalled~~Shareholder orEarnout ~~exceeded~~Participants ~~$700~~entitled ~~million~~to asShareholder Earnout Shares in connection with such Shareholder Earnout Event at the time of the ~~prior~~occurrence ~~June 30th~~of such Shareholder Earnout Event.

~~Status as a Public Company~~3

WeTable believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their capital stock, shares or other equity securities in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses, market and other uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with a business combination with us.Contents

~~Furthermore~~In the event that, ~~once~~during athe ~~proposed~~Earnout ~~business~~Period, ~~combination~~there is ~~completed,~~a Change of Control (as defined in the ~~target~~Business ~~business~~Combination ~~will~~Agreement ~~have~~or ~~effectively~~a ~~become~~definitive ~~public,~~agreement ~~whereas~~providing anfor ~~initial~~a ~~public~~Change ~~offering~~of isControl ~~always~~has ~~subject~~been entered into prior to the ~~underwriters’~~expiration ~~ability~~of tothe ~~complete~~Earnout ~~the~~Period ~~offering,~~and assuch ~~well~~Change asof ~~general~~Control ~~market~~is ~~conditions,~~ultimately ~~which~~consummated) ~~could~~or ~~delay~~any liquidation, bankruptcy or ~~prevent~~similar ~~the~~proceeding ~~offering~~of ~~from~~Perfect, ~~occurring~~then orany ~~could~~Shareholder Earnout Shares that have ~~negative~~not ~~valuation~~been ~~consequences.~~previously ~~Following~~issued anby ~~initial~~Perfect ~~business~~(whether ~~combination,~~or wenot ~~believe~~previously ~~the~~earned) ~~target~~will ~~business~~be ~~would~~deemed ~~then~~earned ~~have~~and ~~greater~~will ~~access~~be issued by Perfect to ~~capital,~~the anShareholder ~~additional~~Earnout ~~means~~Participants upon the occurrence of ~~providing~~such ~~management~~event, ~~incentives~~unless, ~~consistent~~in ~~with~~the ~~shareholders’~~case ~~interests~~of ~~and~~a ~~the~~Change ~~ability~~of toControl, ~~use~~the ~~its~~value ~~shares~~of asthe ~~currency~~consideration ~~for~~to ~~acquisitions.~~be ~~Being~~received aby ~~public~~the ~~company~~holders ~~can~~of ~~offer~~Perfect ~~further~~Ordinary ~~benefits~~Shares byin ~~augmenting~~such atransaction ~~company’s~~is ~~profile~~less ~~among~~than ~~potential~~the ~~new~~share ~~customers~~price ~~and~~threshold ~~vendors~~applicable ~~and~~to ~~aid~~the inapplicable ~~attracting~~Shareholder ~~talented~~Earnout ~~employees~~Event.

~~While~~Equity weIncentive believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.Plan

4The board of directors of Perfect adopted the Perfect Corp. 2021 Stock Compensation Plan (the “Perfect Equity Incentive Plan”) on December 13, 2021, which will remain in effect after the consummation of the Business Combination, subject to appropriate adjustment in connection with the Recapitalization. Upon the consummation of the Recapitalization, each option that is outstanding and unexercised immediately prior to the Recapitalization to purchase Pre-Recapitalization Perfect Shares granted under the Perfect Equity Incentive Plan prior to the First Merger Effective Time (each, a “Perfect Option”), whether or not vested or unvested, will be adjusted into an option to purchase Perfect Class A Ordinary Shares (in the case the holder thereof is not a Founder Party) or Perfect Class B Ordinary Shares (in the case the holder thereof is a Founder Party). Each such adjusted option will be exercisable for that number of Perfect Class A Ordinary Shares or Perfect Class B Ordinary Shares, as applicable, determined by multiplying the number of Pre-Recapitalization Perfect Shares subject to such Perfect Option immediately prior to the Recapitalization by the Combination Factor, which product will be rounded down to the nearest whole number of shares, at a per share exercise price determined by dividing the per share exercise price of such Perfect Option immediately prior to the Recapitalization by the Combination Factor, which quotient will be rounded up to the nearest whole cent.

~~Table of Contents~~Termination

WeThe ~~are~~Business anCombination ~~“emerging~~Agreement ~~growth~~may ~~company,”~~be asterminated ~~defined~~under incertain ~~the~~customary ~~JOBS~~and ~~Act.~~limited Wecircumstances ~~will~~prior ~~remain~~to anClosing, ~~emerging~~including: ~~growth~~(i) ~~company~~by ~~until~~written consent of all parties to the ~~earlier~~Business ofCombination Agreement ; (1ii) ~~the~~ ~~last~~by ~~day~~either Provident or Perfect if the consummation of the ~~fiscal~~Mergers ~~year~~is (permanently enjoined, prohibited, deemed illegal or prevented by a final, non-appealable governmental order; (iii) ~~following~~ ~~the~~by ~~fifth~~either ~~anniversary~~Provident ofor Perfect if the ~~completion~~Closing ofhas ~~our~~not ~~initial~~occurred ~~public~~on ~~offering~~or before December 31, 2022 (bthe “Termination Date”) in; ~~which~~(iv) weby ~~have~~either ~~total~~Provident ~~annual~~or ~~gross~~Perfect ~~revenue~~upon ofa atbreach ~~least~~of ~~$1.07~~any ~~billion~~representation, warranty, covenant or ~~(c)~~ agreement set forth in ~~which~~the weBusiness ~~are~~Combination ~~deemed~~Agreement by the other party if such breach gives rise to a failure of certain closing conditions to be asatisfied ~~large~~and ~~accelerated~~cannot ~~filer,~~be ~~which~~or ~~means~~has ~~the~~not ~~market~~been ~~value~~cured ofwithin ~~our~~thirty ~~Class A~~days ~~ordinary~~following ~~shares~~the ~~that~~receipt isof ~~held~~notice byfrom the non-~~affiliates~~breaching ~~exceeds~~party ~~$700~~(or ~~million~~any asshorter period of the ~~prior~~time ~~June 30th,~~that remains between the delivery of such notice and the Termination Date); or (2v) ~~the~~ ~~date~~by oneither ~~which~~Provident weor ~~have~~Perfect ~~issued~~if ~~more~~the ~~than~~Provident ~~$1.0~~shareholder ~~billion~~approval inis ~~non-convertible~~not ~~debt~~obtained ~~during~~at the ~~prior~~Provident ~~three-year~~Extraordinary ~~period~~General Meeting (subject to any permitted adjournment or postponement).

~~Additionally,~~Certain weRelated are a “smaller reporting company” as defined in Rule 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 shares held by non-affiliates equalled or exceeded $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares held by non-affiliates equalled or exceeded $700 million as of the prior June 30.Agreements

~~Financial~~Sponsor ~~Position~~Letter Agreement

~~With~~Concurrently ~~funds~~with ~~available~~the ~~for~~execution aof ~~business combination initially in~~ the ~~amount~~Business ofCombination ~~$276~~Agreement,~~950~~ Perfect,~~000~~ ~~(assuming~~Provident ~~no redemptions~~ and ~~which~~Sponsor ~~includes~~entered ~~the~~into ~~proceeds~~a ~~from~~letter ~~the~~agreement ~~sale of~~ (the ~~private~~“Sponsor ~~placement~~Letter ~~warrants~~Agreement”), ~~and the amounts to be received~~ pursuant to ~~the~~which ~~forward~~Sponsor ~~purchase~~agreed ~~agreements) after payment of $8~~to,~~050,000~~ ofamong ~~deferred~~other ~~underwriting fees~~things, we(i) ~~offer~~attend athe ~~target~~Provident ~~business~~Extraordinary aGeneral ~~variety~~Meeting ofto ~~options~~establish ~~such as creating~~ a ~~liquidity~~quorum ~~event~~ for ~~its owners, providing capital for~~ the ~~potential~~purpose ~~growth and expansion~~ of ~~its~~approving ~~operations~~the orBusiness ~~strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash~~Combination, ~~debt~~and or(ii) ~~equity~~vote ~~securities, or a combination of~~ the ~~foregoing,~~Provident weClass ~~have~~B ~~the~~Ordinary ~~flexibility~~Shares toand ~~use~~any ~~the~~other ~~most~~Provident ~~efficient~~securities ~~combination~~acquired ~~that~~by ~~will~~Sponsor ~~allow~~in usfavor toof ~~tailor~~approving the ~~consideration~~transactions tocontemplated beby ~~paid to~~ the ~~target~~Business ~~business~~Combination ~~to fit its needs and desires~~Agreement. ~~However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.~~

~~Effecting~~Under ~~Our~~the ~~Initial~~Sponsor ~~Business~~Letter ~~Combination~~Agreement, Sponsor, in its capacity as the holder of at least a majority of the Provident Class B Ordinary Shares in issue, has agreed to waive any anti-dilution adjustment to the conversion ratio between Provident Class B Ordinary Shares and Provident Class A Ordinary Shares set forth in Article 17.3 of Amended and Restated Memorandum and Articles of Association of Provident, adopted by special resolution dated January 5, 2021 and effective on and from January 7, 2021 (the “Provident Governing Document”) that may result from the issuance of Provident Class A Ordinary Shares in connection with the PIPE Financing. However, such waiver does not cover any adjustment to the conversion ratio that may result from the closing of purchase of Provident Class A Ordinary Shares and Provident Warrants pursuant to the Forward Purchase Agreements (the “Forward Purchase Financing”). In addition, to the extent that, after giving effect to the adjustment to the conversion ratio under the Provident Governing Document as described in the foregoing sentences, the adjusted conversion ratio is less than the sum of (i) one plus (ii) the quotient of (a) the aggregate number of Provident Class A Ordinary Shares issued in the Forward Purchase Financing divided by (b) 23,000,000 (such sum, the “Target Conversion Ratio”), Perfect will issue, immediately prior to the First Merger Effective Time but

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our initial public offering. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the private placement of the private placement warrants and the sale of the forward purchase securities, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of our initial public offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, 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.4

IfTable ~~our initial business combination is paid for using equity or debt securities, or not all~~ of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance of the cash released to us from the trust account following the closing 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.Contents

~~While~~after wethe ~~may~~Recapitalization, ~~pursue~~to aneach ~~initial~~holder ~~business~~of ~~combination~~Provident ~~target~~Class inB ~~any~~Ordinary ~~industry,~~Shares weas ~~intend~~of toimmediately ~~focus~~prior ~~our~~to ~~search on companies in~~ the ~~technology~~First ~~sector.~~Merger ~~Accordingly,~~Effective ~~there~~Time issuch nonumber ~~current~~of ~~basis~~Perfect ~~for~~Class ~~investors~~A inOrdinary ~~our~~Shares ~~initial~~that ~~public~~would ~~offering~~make ~~to evaluate~~ the ~~possible~~total ~~merits~~number ~~or risks~~ of ~~the~~Perfect ~~target~~Class ~~business~~A ~~with~~Ordinary ~~which~~Shares weheld ~~may~~by ~~ultimately~~such ~~complete~~holder ~~our~~immediately ~~initial~~after ~~business combination. Although our management will assess~~ the ~~risks~~First ~~inherent~~Merger inEffective aTime ~~particular~~equal ~~target~~to ~~business~~an ~~with~~amount ~~which we may combine, we cannot assure you~~ that ~~this~~such ~~assessment~~holder ~~will~~would ~~result~~hold inif ~~our~~the ~~identifying~~Provident ~~all~~Class ~~risks~~B ~~that~~Ordinary aShares ~~target~~had ~~business~~been ~~may~~converted ~~encounter.~~into ~~Furthermore,~~Provident ~~some~~Class ofA ~~those~~Ordinary ~~risks~~Shares ~~may~~at bethe ~~outside~~Target ofConversion ~~our~~Ratio ~~control,~~immediately ~~meaning~~prior ~~that we can do nothing~~ to ~~control or reduce~~ the ~~chances~~First ~~that~~Merger ~~those~~Effective ~~risks will adversely affect a target business~~Time.

WeThe ~~may~~Sponsor ~~seek~~Letter Agreement also provides that 25.90333% of the Perfect Class A Ordinary Shares held by Sponsor as of immediately after the First Merger Effective Time (the “Forfeited Shares”) will be forfeited and cancelled for no consideration immediately after, and contingent upon, the Closing. Subject to ~~raise~~the ~~additional~~terms ~~funds~~and ~~through~~conditions contemplated by the Sponsor Letter Agreement, upon the occurrence of a ~~private~~Sponsor ~~offering~~Earnout Event (as defined below) during the Earnout Period, Perfect will issue Perfect Class A Ordinary Shares of ~~debt~~up to an aggregate number equal to 68.74994% of the amount of the Forfeited Shares (the “Sponsor Earnout Shares”) to Sponsor, with (i) 50% of the Sponsor Earnout Shares issuable if over any twenty (20) trading days within any thirty (30) trading day period during the Earnout Period the daily volume-weighted average price of the Perfect Class A Ordinary Shares is greater than or ~~equity~~equal ~~securities~~to $11.50, and (ii) 50% of the Sponsor Earnout Shares issuable if over any twenty (20) trading days within any thirty (30) trading day period during the Earnout Period the daily volume-weighted average price of the Perfect Class A Ordinary Shares is greater than or equal to $13.00 (each, an “Sponsor Earnout Event”). In the event that, during the Earnout Period, there is a Change of Control (as defined in ~~connection~~the ~~with~~Sponsor Letter Agreement) (or a definitive agreement providing for a Change of Control has been entered into prior to the ~~completion~~expiration of ~~our~~the ~~initial~~Earnout ~~business~~Period ~~combination~~and such Change of Control is ultimately consummated) or any liquidation, bankruptcy or similar proceeding of Perfect, then any Sponsor Earnout Shares that have not been previously issued by Perfect (whether or not previously earned) will be deemed earned and wewill ~~may~~be ~~effectuate~~issued ~~our~~by ~~initial~~Perfect ~~business~~to ~~combination~~Sponsor ~~using~~upon such event, unless in the case of a Change of Control, the value of the consideration to be received by the holders of Perfect Ordinary Shares in such transaction is less than the share price threshold applicable to the applicable Sponsor Earnout Event.

5Pursuant to the Sponsor Letter Agreement, Sponsor also agreed not to transfer, during a period of twelve (12) months from and after the Closing Date, any Perfect Class A Ordinary Shares and Perfect Warrants held by it immediately after the First Merger Effective Time, any Perfect Class A Ordinary Shares acquired by Sponsor upon the exercise of such Perfect Warrants, or any Sponsor Earnout Shares issued pursuant to the Sponsor Letter Agreement subject to customary exceptions. The lock-up requirements will cease to apply after the later of (i) the date on which the daily volume-weighted average price of the Perfect Class A Ordinary Shares equals or exceeds $12.00 per share for any twenty (20) trading days within any consecutive thirty (30) trading day period after the Closing Date and (ii) the date that is one hundred and eighty (180) days after the Closing Date.

~~Table~~Perfect ofShareholder ~~Contents~~Voting Agreement

~~proceeds~~Concurrently ~~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~~execution ~~proceeds~~ of ~~our initial public offering and~~ the ~~sale~~Business ofCombination ~~the private placement warrants~~Agreement, ~~and~~Perfect, asProvident aand ~~result,~~certain ifshareholders ~~the cash portion~~ of ~~the~~Perfect ~~purchase price exceeds~~ (the ~~amount~~“Perfect ~~available~~Voting ~~from~~Shareholders”) ~~the~~entered ~~trust~~into ~~account,~~a ~~net~~voting ofagreement ~~amounts~~(the ~~needed~~“Perfect toShareholder ~~satisfy~~Voting ~~any redemptions by public shareholders~~Agreement”), wepursuant ~~may be required~~ to ~~seek~~which ~~additional~~each ~~financing~~Perfect toVoting ~~complete~~Shareholder ~~such~~agreed ~~proposed initial business combination. Subject~~ to, ~~compliance~~among ~~with~~other ~~applicable securities laws~~things, we(i) ~~would~~attend ~~expect~~any toPerfect ~~complete~~shareholder ~~such~~meeting ~~financing~~to ~~only~~establish ~~simultaneously~~a ~~with~~quorum ~~the~~for ~~completion of our initial business combination. In~~ the ~~case~~purpose of anapproving ~~initial business combination funded with assets other than~~ the ~~trust~~Business ~~account assets~~Combination, ~~our~~and ~~proxy~~(ii) ~~materials~~vote ~~or tender offer documents disclosing~~ the ~~initial~~Pre-Recapitalization ~~business~~Perfect ~~combination~~Shares ~~would~~and ~~disclose~~any ~~the~~other ~~terms~~Perfect ofsecurities ~~the~~acquired ~~financing and, only if required~~ by ~~law, we would seek shareholder approval of~~ such ~~financing.~~Perfect ~~There~~Voting isShareholder ~~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~~favor ~~with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation~~ of ~~our~~approving ~~initial public offering. Other than~~ the ~~forward~~transactions ~~purchase~~contemplated ~~agreements,~~by ~~we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through~~ the ~~sale~~Business ofCombination ~~securities or otherwise~~Agreement. ~~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.~~

~~Sources~~Perfect ofShareholder ~~Target~~Lock-Up ~~Businesses~~Agreement

WeAt ~~anticipate~~the ~~that~~Closing, ~~target business candidates will be brought to our attention from various unaffiliated sources~~Perfect, ~~including~~Provident ~~investment bankers~~ and ~~private~~certain ~~investment~~Perfect ~~funds.~~shareholders ~~Target~~(the ~~businesses~~“Perfect ~~may~~Lock-Up beShareholders”) ~~brought~~will toenter ~~our~~into ~~attention by such unaffiliated sources as~~ a ~~result~~Lock-Up ofAgreement ~~being~~(the ~~solicited~~“Perfect byShareholder usLock-Up ~~through~~Agreement”), ~~calls~~pursuant ~~or mailings. These sources may also introduce us~~ to ~~target businesses in~~ which ~~they~~each ~~think~~Perfect weLock-Up ~~may~~Shareholder bewill ~~interested~~agree onnot anto ~~unsolicited~~transfer ~~basis,~~(i) ~~since~~any ~~many~~Perfect ofOrdinary ~~these~~Shares ~~sources~~held ~~will~~by ~~have~~such ~~read~~Perfect ~~this~~Lock-Up ~~Annual~~Shareholder ~~Report~~immediately ~~and~~after ~~know~~the ~~what~~effective ~~types~~time of ~~businesses~~the weSecond ~~are~~Merger ~~targeting.~~(the ~~Our~~“Second ~~officers~~Merger ~~and~~Effective ~~directors~~Time”), as(ii) ~~well~~any asPerfect ~~their~~Ordinary ~~affiliates,~~Shares ~~may~~issuable ~~also~~upon ~~bring~~the toexercise ~~our attention target business candidates~~ of ~~which~~options ~~they~~or ~~become~~warrants ~~aware~~to ~~through~~purchase ~~their~~Perfect ~~business~~Ordinary ~~contacts~~Shares asheld aby ~~result~~such ofPerfect ~~formal~~Lock-Up orShareholder ~~informal~~immediately ~~inquiries~~after orthe ~~discussions~~Second ~~they~~Merger ~~may~~Effective ~~have,~~Time as(along ~~well~~with assuch ~~attending~~options ~~trade shows~~ or ~~conventions.~~warrants ~~In addition~~themselves), we(iii) ~~expect~~any toPerfect ~~receive~~Ordinary aShares ~~number~~acquirable ofupon ~~proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of~~ the ~~track~~conversion, ~~record~~exercise ~~and~~or ~~business~~exchange ~~relationships~~ of ~~our~~any ~~officers~~securities ~~and~~convertible ~~directors.~~into ~~While~~or weexercisable ~~do not presently anticipate engaging the services of professional firms~~ or ~~other~~exchangeable ~~individuals~~for ~~that~~Perfect ~~specialize~~Ordinary inShares ~~business~~held ~~acquisitions~~by onsuch ~~any~~Perfect ~~formal~~Lock-Up ~~basis,~~Shareholder weimmediately ~~may~~after ~~engage these firms or other individuals in~~ the ~~future,~~Second inMerger ~~which~~Effective ~~event~~Time we(along ~~may~~with ~~pay~~such asecurities ~~finder’s~~themselves) ~~fee,~~and ~~consulting~~(iv) ~~fee~~any orShareholder ~~other~~Earnout ~~compensation~~Shares to bethe ~~determined~~extent inissued anpursuant ~~arm’s~~to ~~length negotiation based on~~ the ~~terms~~Business ofCombination ~~the~~Agreement ~~transaction.~~((i) Wethrough ~~will~~(iv) ~~engage~~collectively, ~~a finder only to~~ the ~~extent~~“Perfect ~~our~~Shareholder ~~management~~Locked-Up ~~determines~~Shares”) ~~that~~during the ~~use~~applicable oflock-up aperiod, ~~finder~~subject ~~may bring opportunities~~ to uscustomary ~~that~~exceptions. ~~may~~For ~~not~~each ~~otherwise~~Perfect beLock-Up ~~available~~Shareholder towho ~~us or if finders approach us on an unsolicited basis with a potential transaction that our management determines~~ is innot ~~our~~CyberLink ~~best~~International ~~interest~~Technology ~~to pursue~~Corp. ~~Payment of a finder’s fee is customarily tied to completion of a transaction~~, inDVDonet.com. ~~which case any such fee will be paid out of the funds held in the trust account~~Inc., InGolden noEdge ~~event~~Co., ~~however~~Ltd., ~~will~~World ~~our~~Speed ~~sponsor~~Company ~~or any of our existing officers or directors~~Limited, orAlice ~~any~~H. ~~entity with which they are affiliated~~Chang, beLouis ~~paid~~Chen ~~any finder’s fee, consulting fee~~ or ~~other~~Johnny ~~compensation by the company prior to~~Tseng, ~~or for any services they render in order to effectuate,~~ the ~~completion~~applicable oflock-up ~~our~~period ~~initial~~will ~~business~~be ~~combination~~six (~~regardless of the type of transaction that it is~~6). ~~Any~~months ~~such payments prior to our initial business combination will be made~~ from ~~funds~~and ~~held~~after ~~outside~~ the ~~trust~~Closing ~~account~~Date. ~~Other~~For ~~than~~each ~~the foregoing, there will be no finder’s fees, reimbursement, consulting fee, monies in respect~~ of ~~any~~CyberLink ~~payment~~International ofTechnology ~~a loan or other compensation paid by us to our sponsor~~Corp., ~~officers~~Alice orH. ~~directors~~Chang, orLouis ~~any~~Chen ~~affiliate~~and ofJohnny ~~our sponsor or officers prior to~~Tseng, ~~or in connection with any services rendered in order to effectuate,~~ the ~~consummation~~applicable oflock-up ~~our~~period ~~initial~~will ~~business~~be ~~combination~~twelve (~~regardless~~12) ofmonths ~~the~~from ~~type~~and ofafter ~~transaction~~the ~~that~~Closing ~~it is)~~Date.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers, or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that such an initial business combination is fair to our company from a financial point of view. Our shareholders may not be provided with a copy of such opinion and they may not be able to rely upon such opinion.5

6Table of Contents

~~Table~~Registration ofRights ~~Contents~~Agreement

~~Evaluation~~At the Closing, Perfect, Sponsor and certain shareholders of Perfect will enter into a ~~Target~~Registration ~~Business~~Rights Agreement (the “Registration Rights Agreement”) containing customary registration rights for Sponsor and ~~Structuring~~the shareholders of ~~Our~~Perfect ~~Initial~~who ~~Business~~are ~~Combination~~parties thereto.

InPIPE ~~evaluating~~Subscription aAgreement 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~~Concurrently ~~time~~with ~~required~~the toexecution ~~select~~of ~~and~~the ~~evaluate~~Business aCombination ~~target~~Agreement, ~~business~~certain ~~and~~investors to(the ~~structure~~“PIPE ~~and~~Investors”) ~~complete~~entered ~~our~~into ~~initial~~certain ~~business~~share ~~combination~~subscription agreements (each, ~~and~~a “PIPE Subscription Agreement”) pursuant to which the ~~costs~~PIPE ~~associated~~Investors ~~with~~have ~~this~~committed ~~process,~~to ~~are~~subscribe ~~not~~for ~~currently~~and ~~ascertainable~~purchase ~~with~~Provident ~~any~~Class ~~degree~~A ofOrdinary ~~certainty~~Shares at $10.00 ~~Any~~per ~~costs~~share ~~incurred~~for ~~with~~an ~~respect~~aggregate topurchase price of $50,000,000 (the ~~identification~~“PIPE ~~and~~Financing”). ~~evaluation~~Under ~~of,~~the ~~and~~PIPE ~~negotiation~~Subscription ~~with~~Agreements, athe ~~prospective~~obligations ~~target~~of ~~business~~the ~~with~~parties ~~which~~to ~~our~~consummate ~~initial~~the ~~business~~PIPE ~~combination~~Financing isare ~~not~~subject ~~ultimately~~to ~~completed~~the ~~will~~satisfaction ~~result~~or inwaiver ~~our~~of ~~incurring~~certain ~~losses~~customary ~~and~~closing ~~will~~conditions ~~reduce~~of the ~~funds~~respective weparties, ~~can~~including, ~~use~~among toothers, ~~complete~~(i) ~~another~~the ~~business~~absence ~~combination.~~of ~~The~~a ~~company~~legal ~~will~~prohibition ~~not~~on ~~pay~~consummating ~~any~~the ~~consulting~~PIPE ~~fees~~Financing, to(ii) ~~members~~all ofconditions ~~our~~precedent ~~management~~under ~~team,~~the orBusiness ~~any~~Combination ofAgreement ~~their~~having ~~respective~~been ~~affiliates~~satisfied or waived, ~~for~~(iii) ~~services~~the ~~rendered~~accuracy toof orrepresentations and warranties in ~~connection~~all ~~with~~material ~~our~~respects ~~initial~~and ~~business~~(iv) ~~combination~~material compliance with covenants.

~~Lack~~At the First Merger Effective Time, each Provident Class A Ordinary Share issued in the PIPE Financing will be treated the same as the other issued and outstanding Provident Class A Ordinary Shares and be cancelled in exchange for the right to receive one Perfect Class A Ordinary Share. Perfect has agreed to register the resale of ~~Business~~such ~~Diversification~~Perfect Class A Ordinary Shares pursuant to a registration statement that must be filed on or prior to the Closing Date (but not prior to the date when the Registration Statement is declared effective).

~~For~~Initial anBusiness indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:Combination

~~· subject~~The usrules of toNasdaq ~~negative~~and ~~economic,~~our ~~competitive~~amended and ~~regulatory~~restated ~~developments,~~memorandum ~~any~~and articles of association require that we must consummate an initial business combination with one or ~~all~~more ofoperating ~~which~~businesses ~~may~~or ~~have~~assets with a ~~substantial~~fair ~~adverse~~market ~~impact~~value onequal to at least 80% of the ~~particular~~net ~~industry~~assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we ~~operate~~consider ~~after~~it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, ~~and~~it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

~~· cause~~We usmay structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to ~~depend~~meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the ~~marketing~~target and ~~sale~~us ofin the business combination. For example, we could pursue a ~~single~~transaction ~~product~~in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or ~~limited~~other equity securities of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of ~~products~~new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or ~~services~~assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

~~Limited Ability to Evaluate the Target’s Management Team~~6

~~Although~~Table ~~we intend to closely scrutinize the management~~ of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.Contents

WeOther ~~cannot~~Acquisition assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.Considerations

~~Following~~We aare not prohibited from pursuing an initial business combination, wewith ~~may~~a ~~seek~~company tothat ~~recruit~~is ~~additional~~affiliated ~~managers~~with toour ~~supplement~~sponsor, ~~the~~officers, ~~incumbent~~or ~~management~~directors. ofIn the ~~target~~event we seek to complete our initial business. Wecombination ~~cannot~~with ~~assure~~a ~~you~~company that is affiliated with our sponsor, officers, or directors, we, or a committee of independent directors, will ~~have~~obtain ~~the~~an ~~ability~~opinion tofrom ~~recruit~~an ~~additional~~independent ~~managers,~~investment banking firm that is a member of FINRA or another independent firm that ~~additional~~commonly ~~managers~~renders ~~will~~valuation ~~have~~opinions for the ~~requisite~~type ~~skills,~~of ~~knowledge~~company we are seeking to acquire or ~~experience~~an ~~necessary~~independent accounting firm that such an initial business combination is fair to ~~enhance~~our ~~the~~company ~~incumbent~~from ~~management~~a financial point of view.

7Unless 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, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

~~Table~~Members of ~~Contents~~our management team and our independent directors own or will own, directly or indirectly, founders shares and/or private placement warrants following our initial public offering which securities will be worthless if we fail to complete a business combination and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

~~Shareholders~~Each ~~May Not~~of ~~Have~~our directors and officers presently has, and in the ~~Ability~~future may further have, fiduciary or contractual obligations to ~~Approve~~other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our ~~Initial~~amended ~~Business~~and ~~Combination~~restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

WeThere ~~may~~is ~~conduct~~no ~~redemptions~~restriction ~~without~~in athe ~~shareholder~~geographic ~~vote~~location ~~pursuant~~of targets we can pursue, although we intend to ~~the~~initially ~~tender~~prioritize ~~offer~~Asia ~~rules of~~as the ~~SEC~~geographical ~~subject~~focus. We will seek to ~~the~~identify ~~provisions~~targets ofthat ~~our~~are ~~amended~~likely ~~and~~to ~~restated~~provide ~~memorandum~~attractive ~~and~~financial ~~articles~~returns ofthrough ~~association~~business combinations. However, we ~~will~~have ~~seek~~yet ~~shareholder~~to ~~approval~~determine ifa ittime isframe, ~~required~~an byinvestment ~~law~~amount or ~~applicable~~any ~~stock~~other ~~exchange rule~~criteria, orwhich would trigger our search for business opportunities outside of Asia. We believe that we ~~may~~will ~~decide~~add value to ~~seek~~these ~~shareholder~~businesses ~~approval~~primarily ~~for~~by ~~business~~providing orthem ~~other~~with ~~reasons~~access to the U.S. capital markets.

~~Under~~We ~~Nasdaq’s~~have ~~listing~~filed ~~rules,~~a ~~shareholder~~Registration ~~approval~~Statement ~~would~~on beForm 8-A ~~required~~with ~~for~~the SEC to voluntarily register our ~~initial~~securities ~~business~~under ~~combination~~Section 12 ifof the Securities Exchange Act of 1934, ~~for~~as ~~example:~~amended, or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior to the consummation of the Business Combination.

~~· We~~Emerging ~~issue~~Growth ~~ordinary~~Company ~~shares~~Status ~~that~~and ~~will~~Other beCorporate ~~equal to or in excess of 20% of the number of our ordinary shares then outstanding (other than in a public offering);~~Information

~~· Any~~Our ofexecutive ~~our~~offices ~~directors,~~are ~~officers~~located orat ~~substantial~~Unit ~~shareholders~~11C/D, ~~(as~~Kimley ~~defined~~Commercial byBuilding, ~~Nasdaq~~142 – ~~rules)~~146 ~~has~~Queen’s aRoad ~~5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater interest)~~Central, ~~directly~~Hong ~~or indirectly~~Kong, ~~in the target business or assets to be acquired or otherwise~~ and ~~the~~our ~~present~~telephone ornumber ~~potential~~is ~~issuance~~+852 of2467 ~~ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or~~0338.

~~· The~~We ~~issuance~~are ora ~~potential~~Cayman ~~issuance~~Islands ofexempted ~~ordinary~~company. ~~shares~~Exempted ~~will~~companies ~~result~~are inCayman ~~our~~Islands ~~undergoing~~companies aconducting ~~change~~business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of ~~control~~the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with

~~Permitted Purchases of Our Securities~~7

IfTable ~~we seek shareholder approval~~ of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.Contents

InSection 6 of the ~~event~~Tax ~~that~~Concessions ~~our~~Law ~~sponsor,~~(2018 ~~directors,~~Revision) ~~officers~~of the Cayman Islands, ~~advisors~~for ora ~~their~~period ~~affiliates~~of ~~purchase~~20 years ~~shares~~from inthe ~~privately~~date ~~negotiated~~of ~~transactions~~the ~~from~~undertaking, ~~public~~no ~~shareholders~~law ~~who~~which ~~have~~is ~~already~~enacted ~~elected~~in the Cayman Islands imposing any tax to ~~exercise~~be ~~their~~levied ~~redemption~~on ~~rights~~profits, ~~such~~income, ~~selling~~gains ~~shareholders~~or ~~would~~appreciations bewill ~~required~~apply to ~~revoke~~us ~~their~~or ~~prior~~our ~~elections~~operations toand, ~~redeem~~in ~~their~~addition, ~~shares.~~that Weno dotax ~~not~~to ~~currently~~be ~~anticipate~~levied ~~that~~on ~~such purchases~~profits, ~~if any~~income, ~~would~~gains ~~constitute~~or aappreciations ~~tender~~or ~~offer~~which ~~subject~~is toin the ~~tender~~nature ~~offer~~of ~~rules under~~estate ~~the~~duty ~~Exchange~~or ~~Act~~inheritance tax will be payable (i) on or ain ~~going-private~~respect ~~transaction~~of ~~subject~~our toshares, ~~the~~debentures ~~going-private~~or ~~rules under~~other ~~the~~obligations ~~Exchange~~or ~~Act;~~(ii) by ~~however,~~way ifof the ~~purchasers~~withholding ~~determine~~in atwhole ~~the~~or ~~time~~in part of ~~any~~a ~~such~~payment ~~purchases~~of ~~that~~dividend ~~the~~or ~~purchases~~other ~~are~~distribution ~~subject~~of income or capital by us to ~~such~~our ~~rules,~~shareholders ~~the~~or ~~purchasers~~a ~~will~~payment ~~comply~~of ~~with~~principal ~~such~~or ~~rules~~interest or other sums due under a debenture or other obligation of us.

~~The~~We ~~purpose~~are ofan ~~any~~“emerging ~~such~~growth ~~purchases~~company,” ofas ~~shares~~defined ~~could~~in ~~be to~~ Section 2(ia) ~~vote such shares in favor~~ of the ~~business~~Securities ~~combination~~Act ~~and thereby increase the likelihood~~ of ~~obtaining~~1933, ~~shareholder~~as ~~approval~~amended of (the ~~business~~“Securities ~~combination or (ii~~Act”) to, ~~satisfy~~as amodified ~~closing~~by ~~condition~~the inJumpstart anOur ~~agreement~~Business ~~with~~Startups aAct ~~target that requires us to have a minimum net worth or a certain amount~~ of ~~cash~~2012 at (the ~~closing~~“JOBS ofAct”). ~~our~~As ~~initial business combination~~such, ~~where~~we itare ~~appears~~eligible ~~that~~to ~~such~~take ~~requirement~~advantage ~~would~~of ~~otherwise~~certain ~~not~~exemptions befrom ~~met.~~various ~~The~~reporting ~~purpose~~requirements ofthat ~~any~~are ~~such~~applicable ~~purchases~~to ofother public ~~warrants~~companies ~~could~~that beare tonot ~~reduce~~“emerging ~~the~~growth ~~number~~companies” ofincluding, ~~public~~but ~~warrants~~not ~~outstanding~~limited or to, ~~vote~~not ~~such~~being ~~warrants~~required ~~on any matters submitted~~ to ~~the~~comply ~~warrantholders for approval in connection~~ with ~~our~~the ~~initial~~auditor ~~business~~attestation ~~combination.~~requirements ~~Any~~of ~~such~~Section 404 ~~purchases~~ of ~~our securities may result in~~ the ~~completion~~Sarbanes-Oxley Act of ~~our~~2002, ~~initial~~or ~~business combination that may not otherwise have been possible.~~the

InSarbanes-Oxley ~~addition~~Act, ifreduced ~~such~~disclosure ~~purchases~~obligations ~~are~~regarding ~~made~~executive compensation in our periodic reports and proxy statements, ~~the~~and ~~public~~exemptions ~~“float”~~from ofthe ~~our~~requirements ~~Class A~~of ~~ordinary~~holding ~~shares~~a ornon-binding ~~public~~advisory ~~warrants~~vote ~~may~~on beexecutive ~~reduced~~compensation and ~~the~~shareholder ~~number~~approval of ~~beneficial~~any ~~holders~~golden ofparachute payments not previously approved. If some investors find our securities ~~may~~less beattractive ~~reduced~~as a result, ~~which~~there may ~~make~~be ita ~~difficult~~less toactive ~~maintain~~trading ormarket ~~obtain~~for ~~the~~our ~~quotation,~~securities ~~listing~~and orthe ~~trading~~prices of our securities onmay abe ~~national~~more ~~securities exchange~~volatile.

8In 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.

~~Table~~We will remain an emerging growth company until the earlier of ~~Contents~~(1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (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 securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

~~Our sponsor~~Additionally, ~~officers,~~we ~~directors~~are ~~and/or~~a ~~their~~“smaller ~~affiliates~~reporting ~~anticipate~~company” ~~that~~as ~~they~~defined may identify the shareholders with whom our initial shareholders, officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in ~~the case of Class~~Rule ~~A ordinary shares~~10(f) ~~following our mailing~~ (1) of ~~proxy~~Regulation ~~materials~~S-K. inSmaller ~~connection~~reporting ~~with~~companies ~~our~~may ~~initial~~take ~~business~~advantage ~~combination.~~of Tocertain ~~the~~reduced ~~extent~~disclosure ~~that our sponsor~~obligations, ~~officers~~including, ~~directors,~~among ~~advisors~~other ~~or their affiliates enter into a private purchase~~things, ~~they~~providing ~~would identify and contact~~ only ~~potential~~two years ~~selling shareholders who have expressed their election to redeem their shares for a pro rata share~~ of ~~the~~audited ~~trust~~financial ~~account~~statements. orWe ~~vote~~will ~~against~~remain ~~our initial business combination, whether or not such shareholder has already submitted~~ a ~~proxy~~smaller ~~with~~reporting ~~respect~~company tountil ~~our initial business combination but only if such shares have not already been voted at~~ the ~~general~~last ~~meeting~~day ~~related to our initial business combination. Our sponsor, officers, directors, advisors or any~~ of ~~their~~the ~~affiliates~~fiscal year ~~will~~in ~~select~~ which ~~shareholders~~(1) the tomarket ~~purchase~~value ~~shares from based on a negotiated price and number~~ of ~~shares~~our ~~and~~ordinary ~~any other factors that they may deem relevant, and will only purchase~~ shares ifheld ~~such~~by ~~purchases~~non-affiliates ~~comply~~equalled ~~with~~or ~~Regulation~~exceeded M$250 ~~under~~million ~~the~~as ~~Exchange~~of ~~Act and~~ the ~~other~~prior ~~federal securities laws. Our sponsor~~June 30th, ~~officers, directors and/~~or ~~their affiliates will not make purchases of shares if the purchases would violate Section 9~~(~~a)(~~2) orour ~~Rule 10b-5~~annual ofrevenues ~~the~~exceeded ~~Exchange~~$100 ~~Act.~~million ~~Any~~during such ~~purchases~~completed ~~will~~fiscal year beand ~~reported~~the ~~pursuant~~market tovalue ~~Section 13~~of ~~and~~our ~~Section 16~~ordinary ofshares ~~the~~held ~~Exchange~~by ~~Act~~non-affiliates toequalled ~~the~~or ~~extent~~exceeded ~~such~~$700 ~~purchasers~~million ~~are~~as ~~subject~~of tothe ~~such~~prior ~~reporting requirements~~June 30th.

~~Redemption~~Effecting ~~Rights for Public Shareholders upon Completion of~~ Our Initial Business Combination

We ~~will~~are ~~provide~~not ~~our~~presently ~~public~~engaged ~~shareholders~~in, ~~with~~and ~~the~~we ~~opportunity~~will tonot ~~redeem~~engage ~~all~~in, orany aoperations ~~portion~~for an indefinite period of ~~their~~time ~~Class A~~following ~~ordinary~~our ~~shares~~initial ~~upon~~public ~~the~~offering. ~~completion~~We ofintend to effectuate our initial business combination atusing ~~a per-share price, payable in~~ cash, ~~equal~~from to the ~~aggregate~~proceeds ~~amount~~of ~~then~~our oninitial ~~deposit~~public inoffering and the ~~trust~~private ~~account~~placement ~~calculated as~~ of ~~two~~the ~~business~~private ~~days~~placement ~~prior~~warrants toand the ~~consummation~~sale of the ~~initial~~forward ~~business~~purchase ~~combination~~securities, ~~including interest earned on~~ the ~~funds~~proceeds ~~held~~of in the ~~trust~~sale ~~account~~of ~~and~~our ~~not~~shares ~~previously~~in ~~released~~connection towith ~~us to pay~~ our ~~taxes,~~initial ~~divided~~business bycombination ~~the~~(pursuant ~~number~~to offorward ~~then~~purchase ~~outstanding~~agreements ~~public~~or ~~shares,~~backstop ~~subject~~agreements towe ~~the~~may ~~limitations~~enter ~~and~~into onfollowing the ~~conditions~~consummation ~~described~~of ~~herein.~~our ~~The~~initial ~~amount~~public inoffering ~~the~~or ~~trust~~otherwise), ~~account~~shares isissued ~~initially anticipated~~ to bethe ~~$10.00~~owners ~~per~~of ~~public~~the ~~share.~~target, ~~The~~debt ~~per~~issued ~~share amount we will distribute~~ to ~~investors~~bank ~~who~~or ~~properly~~other ~~redeem~~lenders ~~their~~or ~~shares~~the ~~will~~owners ~~not~~of ~~be reduced by~~ the ~~deferred~~target, ~~underwriting~~or ~~commissions~~a wecombination ~~will~~of ~~pay to~~ the ~~underwriters~~foregoing. ~~Our~~We ~~sponsor,~~may ~~officers~~seek ~~and~~to ~~directors~~complete ~~have~~our ~~entered~~initial ~~into~~business acombination ~~letter~~with ~~agreement~~a ~~with~~company ~~us,~~or ~~pursuant~~business tothat ~~which~~may ~~they~~be ~~have~~financially ~~agreed~~unstable toor ~~waive~~in ~~their~~its ~~redemption~~early ~~rights~~stages ~~with~~of ~~respect~~development toor ~~their~~growth, ~~founder~~which ~~shares~~would ~~and~~subject ~~any~~us ~~public~~to ~~shares~~the ~~they~~numerous ~~may~~risks ~~hold~~inherent in ~~connection~~such ~~with~~companies ~~the~~and ~~completion of our initial business combination~~businesses.

~~Limitations~~If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on ~~Redemptions~~indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

~~Our~~While ~~amended and restated memorandum and articles of association provide that in no event will~~ we ~~redeem~~may ~~our~~pursue ~~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 orin ~~its~~any ~~owners~~industry, ~~(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~~intend ~~be required~~ to ~~pay~~focus ~~for~~our ~~all~~search ~~Class A~~on ~~ordinary~~companies ~~shares~~in ~~that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to~~ the ~~terms~~technology ofsector. ~~the~~Although ~~proposed~~our ~~initial~~management ~~business combination exceed the aggregate amount of cash available to us, we~~ will ~~not~~assess ~~complete~~ the ~~initial~~risks ~~business~~inherent 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~~a ~~with~~particular ~~our~~target ~~initial~~ business ~~combination,~~with ~~including~~which ~~pursuant to forward purchase agreements or backstop arrangements~~ we may ~~enter into following consummation of our initial public offering~~combine, ~~in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.~~

~~Manner of Conducting Redemptions~~8

WeTable ~~will provide our public shareholders with the opportunity to redeem all or a portion~~ of their Class A ordinary shares upon 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 issuerContents

9we 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.

~~Table~~We may seek to raise additional funds through a private offering of ~~Contents~~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 our initial public offering and the sale of the private placement warrants, 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 our initial public offering. Other than the forward purchase agreements, 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.

~~(which~~Sources 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 and any transactions where we issue more than 20% of ~~our~~Target issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.Businesses

~~The~~We ~~requirement~~anticipate that wetarget ~~provide~~business candidates will be brought to our ~~public~~attention ~~shareholders~~from ~~with~~various ~~the~~unaffiliated ~~opportunity~~sources, toincluding ~~redeem~~investment ~~their~~bankers ~~public~~and ~~shares~~private investment funds. Target businesses may be brought to our attention by ~~one~~such unaffiliated sources as a result of ~~the~~being ~~two~~solicited ~~methods~~by ~~listed~~us ~~above~~through ~~will~~calls beor ~~contained~~mailings. These sources may also introduce us to target businesses in ~~provisions~~which they think we may be interested on an unsolicited basis, since many of ~~our~~these ~~amended~~sources ~~and~~will ~~restated~~have ~~memorandum~~read this Annual Report and ~~articles~~know what types of ~~association~~businesses we are targeting. Our officers and ~~will~~directors, ~~apply~~as ~~whether~~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 ~~not~~informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we ~~maintain~~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 ~~registration~~officers ~~under~~and directors. While we do not presently anticipate engaging the ~~Exchange~~services ~~Act~~of professional firms or ~~our~~other ~~listing~~individuals that specialize in business acquisitions on ~~Nasdaq.~~any ~~Such~~formal ~~provisions~~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 ~~amended~~determined ifin ~~approved~~an byarm’s ~~holders~~length negotiation based on the terms of ~~two~~the ~~thirds~~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 ~~ordinary~~management ~~shares~~determines ~~who~~is ~~attend~~in ~~and~~our ~~vote~~best atinterest to pursue. Payment of a ~~general~~finder’s ~~meeting~~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, soor ~~long~~for asany weservices ~~offer~~they ~~redemption~~render in order to effectuate, the completion 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. Other than the foregoing, there will be no 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 ~~such~~any ~~amendment~~services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

IfWe weare ~~provide~~not ~~our~~prohibited ~~public~~from ~~shareholders~~pursuing an initial business combination with a company that is affiliated with our sponsor, officers, or directors. In the ~~opportunity~~event towe ~~redeem~~seek ~~their~~to ~~public~~complete ~~shares~~our ininitial ~~connection~~business combination with a ~~shareholder~~company ~~meeting~~that is affiliated with our sponsor, officers, or directors, we, ~~will~~or a committee of independent directors, ~~pursuant~~will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that such an initial business combination is fair to our ~~amended~~company ~~and~~from ~~restated~~a ~~memorandum~~financial ~~and~~point ~~articles~~of view. Our shareholders may not be provided with a copy of ~~association:~~such opinion and they may not be able to rely upon such opinion.

· 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, and9

~~· file~~Table ~~proxy~~of ~~materials with the SEC.~~Contents

InEvaluation ~~the event that we seek shareholder approval~~ of ~~our~~a ~~initial~~Target ~~business~~Business ~~combination, we will distribute proxy materials~~ and, inStructuring ~~connection therewith, provide our public shareholders with the redemption rights described above upon completion~~ of ~~the~~Our ~~initial~~Initial ~~business~~Business ~~combination.~~Combination

IfIn weevaluating ~~seek~~a ~~shareholder~~prospective ~~approval,~~target ~~we will complete our initial~~ business, ~~combination only if~~ we ~~obtain~~expect ~~an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the shareholders represented in person or by proxy and entitled~~ to ~~vote~~conduct ~~thereon who attend and vote at~~ a ~~general~~due ~~meeting~~diligence ofreview ~~the~~which ~~company.~~may Aencompass, ~~quorum~~among ~~for~~other ~~such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor~~things, ~~officers~~meetings ~~and~~with ~~directors~~incumbent ~~will~~management ~~count toward this quorum~~ and, ~~pursuant to the letter agreement~~employees, ~~our~~document ~~sponsor~~reviews, ~~officers~~interviews ~~and~~of ~~directors~~customers ~~have agreed to vote their founder shares, private placement shares~~ and any public shares purchased during or after our initial public offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolutionsuppliers, ~~non-votes~~inspection ~~will have no effect on the approval~~ of ~~our initial business combination once a quorum is obtained. As a result~~facilities, inas ~~addition to our initial shareholders’ founder shares~~applicable, weas ~~would~~well ~~need~~as ~~8,625,001,~~a orreview ~~37.5%,~~ of ~~the~~financial, 23operational,~~000,000~~ ~~public~~legal ~~shares~~and ~~sold~~other ininformation ~~our~~which ~~initial~~will ~~public offering to~~ be ~~voted~~made inavailable ~~favor of an initial business combination in order~~ to ~~have our initial business combination approved (assuming all outstanding shares are voted)~~us. ~~These~~If ~~quorum~~we ~~and~~determine ~~voting~~to ~~thresholds,~~move ~~and~~forward ~~the~~with ~~voting~~a ~~agreement~~particular ~~of our sponsor~~target, ~~officers and directors, may make it more likely that~~ we will ~~consummate~~proceed ~~our initial business combination. Each public shareholder may elect~~ to ~~redeem~~structure ~~their~~and ~~public~~negotiate ~~shares~~the ~~irrespective~~terms of ~~whether they vote for or against~~ the ~~proposed~~business ~~transaction~~combination ~~or whether they were a public shareholder on the record date for the general meeting held to approve the proposed~~ transaction.

IfThe time required to select and evaluate a ~~shareholder~~target ~~vote~~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 ~~required~~ultimately completed will result in our incurring losses and will reduce the funds we docan use to complete another business combination. The company will not ~~decide~~pay any consulting fees to ~~hold~~members aof ~~shareholder~~our ~~vote~~management team, or any of their respective affiliates, for ~~business~~services rendered to or ~~other~~in ~~legal~~connection ~~reasons,~~with weour ~~will:~~initial business combination.

~~· conduct~~In evaluating the ~~redemptions~~potential ~~pursuant~~business tocombination ~~Rule 13e-4~~with ~~and~~Perfect, ~~Regulation~~we ~~14E~~conducted ofan ~~the~~extensive ~~Exchange~~due ~~Act,~~diligence review which ~~regulate~~encompassed, ~~issuer~~among ~~tender~~other ~~offers~~things, meetings with incumbent management, as well as review of financial, legal and other information which was made available to us. This due diligence review was conducted by our management.

~~· file~~Lack 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~~Business ~~Exchange Act, which regulates the solicitation of proxies.~~Diversification

10For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

~~Table~~● subject us to negative economic, competitive and regulatory developments, any or all of ~~Contents~~which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

In● ~~the~~cause ~~event~~us ~~we conduct redemptions pursuant~~ to ~~the~~depend ~~tender~~on ~~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~~marketing ~~Act,~~ and wesale ~~will not be permitted to complete our initial business combination until the expiration~~ of ~~the~~a ~~tender~~single ~~offer~~product ~~period.~~or Inlimited ~~addition, the tender offer will be conditioned on public shareholders not tendering more than the~~ number of ~~public~~products ~~shares~~or ~~we are permitted to redeem~~services. ~~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~~Limited ~~the~~Ability ~~public announcement of our initial business combination, if we elect~~ to ~~conduct~~Evaluate ~~redemption pursuant to~~ the ~~tender~~Target’s ~~offer~~Management 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.Team

WeAlthough we intend to ~~require~~closely ~~our~~scrutinize ~~public~~the ~~shareholders~~management ~~seeking~~of toa ~~exercise~~prospective ~~their~~target ~~redemption~~business ~~rights,~~when ~~whether~~evaluating ~~they are record holders or hold their shares in “street name,” to, at~~ the ~~holder’s~~desirability ~~option,~~of ~~either~~effecting ~~deliver their share certificates to~~ our ~~transfer~~initial ~~agent~~business orcombination ~~deliver~~with ~~their~~that ~~shares~~business, to our ~~transfer~~assessment ~~agent~~of ~~electronically using~~ the ~~Depository~~target ~~Trust Company~~business’s ~~DWAC~~management ~~(Deposit/Withdrawal~~may Atnot ~~Custodian)~~prove ~~system, prior~~ to ~~the~~be ~~date~~correct. ~~set~~In ~~forth~~addition, in the ~~proxy~~future ~~materials~~management ormay ~~tender~~not ~~offer~~have ~~documents, as applicable. In~~ the ~~case~~necessary ~~of proxy materials~~skills, ~~this~~qualifications ~~date~~or ~~may~~abilities ~~be up~~ to ~~two~~manage ~~business~~a ~~days~~public ~~prior~~company. toFurthermore, the ~~scheduled~~future ~~vote~~role onof ~~the~~members ~~proposal~~of toour ~~approve~~management ~~the initial business combination. In addition~~team, if weany, ~~conduct redemptions~~ in ~~connection~~the ~~with~~target abusiness ~~shareholder~~cannot ~~vote,~~presently webe ~~intend~~stated towith ~~require~~any acertainty. ~~public~~The ~~shareholder~~determination ~~seeking~~as ~~redemption of its public shares~~ to ~~also~~whether ~~submit~~any aof ~~written~~the ~~request~~members ~~for~~of ~~redemption to~~ our ~~transfer~~management ~~agent~~team ~~two~~will ~~business~~remain ~~days~~with ~~prior~~the tocombined ~~the~~company ~~scheduled~~will ~~vote~~be inmade ~~which~~at the ~~name~~time of ~~the~~our ~~beneficial~~initial ~~owner~~business ofcombination. ~~such~~While ~~shares~~it is ~~included.~~possible ~~The~~that ~~proxy~~one ~~materials~~ or ~~tender~~more ~~offer~~of ~~documents,~~our asdirectors ~~applicable, that we~~ will ~~furnish~~remain toassociated ~~holders~~in ofsome ~~our~~capacity ~~public~~with ~~shares~~us infollowing ~~connection with~~ our initial business combination, ~~will~~it ~~indicate~~is ~~whether~~unlikely wethat ~~are~~any ~~requiring~~of ~~public~~them ~~shareholders~~will todevote ~~satisfy~~their ~~such~~full ~~delivery~~efforts ~~requirements.~~to ~~We believe that this will allow~~ our ~~transfer~~affairs ~~agent~~subsequent to ~~efficiently~~our 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. isMoreover, ~~not approved and~~ we ~~continue~~cannot toassure ~~search~~you ~~for~~that amembers ~~target~~of ~~company,~~our wemanagement team will ~~promptly~~have ~~return~~significant ~~any~~experience ~~certificates~~ or ~~shares~~knowledge ~~delivered~~relating byto ~~public~~the ~~shareholders~~operations ~~who~~of ~~elected~~the toparticular ~~redeem~~target ~~their shares~~business.

~~Our~~We ~~amended~~cannot ~~and~~assure ~~restated~~you ~~memorandum~~that ~~and~~any ~~articles~~ of ~~association~~our ~~provide~~key ~~that~~personnel ~~in no event~~ will weremain ~~redeem our public shares~~ in ansenior ~~amount~~management 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~~advisory ~~owners,~~positions ~~(ii) cash~~with ~~for working capital or other general corporate purposes or (iii)~~ the ~~retention~~combined ~~of cash to satisfy other conditions~~company. InThe ~~the~~determination ~~event~~as ~~the aggregate cash consideration we would be required~~ to ~~pay~~whether ~~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~~our ~~proposed~~key ~~initial~~personnel ~~business combination exceed the aggregate amount of cash available to us, we~~ will ~~not~~remain ~~complete~~with the ~~initial~~combined ~~business~~company ~~combination or redeem any shares, and all Class A ordinary shares submitted for redemption~~ will be ~~returned~~made toat the ~~holders~~time ~~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 following consummation of our initial public offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

~~Limitation~~Following ona ~~Redemption~~business ~~Upon~~combination, ~~Completion~~we ofmay ~~Our~~seek ~~Initial~~to ~~Business~~recruit ~~Combination~~additional Ifmanagers to supplement the incumbent management of the target business. We ~~Seek~~cannot ~~Shareholder~~assure ~~Approval~~you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is 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 holding10

11Table of Contents

~~Table~~Shareholders ofMay Not ~~Contents~~Have the Ability to Approve Our Initial Business Combination

~~more~~We ~~than~~may anconduct ~~aggregate~~redemptions ofwithout ~~15%~~a ofshareholder ~~the~~vote ~~shares~~pursuant ~~sold in our initial public offering could threaten~~ to ~~exercise~~the ~~its~~tender ~~redemption~~offer ~~rights~~rules of ifthe ~~such~~SEC ~~holder’s~~subject ~~shares are not purchased by us, our sponsor or our management at a premium~~ to the ~~then-current~~provisions ~~market~~of ~~price or on other undesirable terms. By limiting~~ our ~~shareholders’~~amended ~~ability~~and torestated ~~redeem~~memorandum noand ~~more~~articles ~~than 15%~~ of ~~the~~association. ~~shares sold in our initial public offering~~However, we ~~believe~~will weseek ~~will~~shareholder ~~limit~~approval ~~the~~if ~~ability~~it ofis arequired ~~small~~by ~~group~~law ofor ~~shareholders~~applicable tostock ~~unreasonably~~exchange ~~attempt~~rule, toor ~~block~~we ~~our~~may ~~ability~~decide to ~~complete~~seek ~~our~~shareholder ~~initial~~approval ~~business~~for ~~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 aother ~~certain amount of cash~~reasons.

~~However,~~Under ~~we would not be restricting our shareholders~~Nasdaq’s ~~ability~~listing torules, ~~vote~~shareholder ~~all~~approval ofwould ~~their~~be ~~shares~~required ~~(including Excess Shares)~~ for ~~or against~~ our initial business combination. if, for example:

~~Delivering~~● ~~Share~~We ~~Certificates~~issue ordinary shares that will be equal to or in ~~Connection~~excess ~~with~~of 20% of the ~~Exercise~~number of ~~Redemption~~our ~~Rights~~ordinary shares then outstanding (other than in a public offering);

As● ~~described~~Any ~~above,~~of weour ~~intend~~directors, toofficers ~~require~~or ~~our~~substantial ~~public~~ shareholders ~~seeking~~(as todefined ~~exercise~~by ~~their~~Nasdaq ~~redemption~~rules) ~~rights,~~has ~~whether~~a ~~they~~5% ~~are record holders~~ or ~~hold~~greater ~~their~~interest ~~shares~~earned inon ~~“street name,” to, at~~ the ~~holder’s~~trust ~~option,~~account ~~either~~(or ~~deliver~~such ~~their~~persons ~~share~~collectively ~~certificates~~have toa ~~our~~10% ~~transfer agent~~ or ~~deliver~~greater ~~their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian~~interest) ~~system~~, ~~prior~~directly ~~to the date set forth in the proxy materials~~ or ~~tender offer documents~~indirectly, asin ~~applicable. In~~ the ~~case~~target ~~of proxy materials, this date may be up to two~~ business ~~days~~or ~~prior~~assets to ~~the~~be ~~scheduled~~acquired ~~vote~~or onotherwise ~~the~~and ~~proposal to approve~~ the ~~initial~~present ~~business~~or ~~combination.~~potential Inissuance ~~addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption~~ of ~~its~~ordinary ~~public~~ shares tocould ~~also~~result ~~submit~~in aan ~~written~~increase ~~request for redemption to our transfer agent two business days prior to the scheduled vote~~ in ~~which~~outstanding ~~the~~ordinary ~~name of the beneficial owner of such~~ shares ~~is included. The proxy materials~~ or ~~tender~~voting ~~offer~~power ~~documents, as applicable, that we will furnish to holders~~ of ~~our~~5% public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or ~~from~~more; ~~the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit~~ or tender its shares if it wishes to seek to exercise its redemption rights. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.

~~There~~● ~~is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system.~~ The ~~transfer~~issuance ~~agent will typically charge the broker submitting~~ or ~~tendering~~potential ~~shares~~issuance ~~a fee~~ of ~~approximately~~ordinary $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to submit or tender their shares. ~~The~~will ~~need~~result toin ~~deliver~~our ~~shares~~undergoing is a ~~requirement~~change of ~~exercising redemption rights regardless of the timing of when such delivery must be effectuated~~control.

~~Any~~Redemption ~~request~~Rights tofor ~~redeem~~Public ~~such~~Shareholders ~~shares,~~upon ~~once~~Completion ~~made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if a holder~~ of aOur ~~public~~Initial ~~share~~Business delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.Combination

IfWe will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination isat ~~not~~a ~~approved~~per-share orprice, ~~completed~~payable ~~for~~in ~~any reason~~cash, equal to the aggregate amount then ~~our~~on ~~public~~deposit ~~shareholders~~in ~~who~~the ~~elected~~trust account calculated as of two business days prior to ~~exercise~~the ~~their~~consummation ~~redemption~~of ~~rights~~the ~~would~~initial business combination, including interest earned on the funds held in the trust account and not bepreviously ~~entitled~~released to ~~redeem~~us ~~their~~to pay our taxes, divided by the number of then outstanding public shares, ~~for~~subject to the ~~applicable~~limitations ~~pro~~and ~~rata~~on ~~share~~the ofconditions described herein. The amount in the trust account is initially anticipated to be $10.00 Inper ~~such~~public ~~case,~~share. The per share amount we will ~~promptly~~distribute ~~return~~to ~~any~~investors ~~certificates~~who ~~delivered~~properly redeem their shares will not be reduced by ~~public~~the ~~holders~~deferred ~~who~~underwriting ~~elected~~commissions we will pay to ~~redeem~~the underwriters. 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 and any public shares they may hold in connection with the completion of our initial business combination.

IfLimitations ~~our~~on initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 24 months from the closing of our initial public offering.Redemptions

12Our 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. 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 following consummation of our initial public offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

~~Table~~Manner of ~~Contents~~Conducting Redemptions

~~Redemption~~We will provide our public shareholders with the opportunity to redeem all or a portion of ~~Public~~their ~~Shares~~Class A ordinary shares upon 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 ~~Liquidation~~will ifbe Nobased ~~Initial~~on ~~Business~~a ~~Combination~~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 and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and

Our amended and restated memorandum and articles of association provide that we will have only 24 months from the closing of our initial public offering to complete our initial business combination. If we do not complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board 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. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period.11

~~Our~~Table sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of our initial public offering. However, if our sponsor or management team acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period.Contents

~~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~~would ~~modify~~require ~~the~~shareholder ~~substance~~approval. orSo ~~timing~~long ofas ~~our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if~~ we doobtain ~~not~~and ~~complete~~maintain ~~our~~a ~~initial~~listing ~~business~~for ~~combination within 24 months from the closing of~~ our ~~initial~~securities public offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on ~~deposit in the trust account~~Nasdaq, ~~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. However,~~ we ~~may~~will ~~not redeem our public shares in an amount that would cause our net tangible assets to~~ be ~~less~~required ~~than $5,000,001. If this optional redemption right is exercised with respect~~ to ancomply ~~excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed~~ with ~~the~~Nasdaq’s ~~amendment~~shareholder orapproval ~~the related redemption of our public shares at such time~~rules.

WeThe ~~expect~~requirement that ~~all~~we ~~costs~~provide ~~and~~our ~~expenses~~public ~~associated~~shareholders with ~~implementing~~the ~~our~~opportunity ~~plan of dissolution, as well as payments~~ to ~~any~~redeem ~~creditors,~~their ~~will~~public beshares ~~funded~~by ~~from~~one ~~amounts remaining out~~ of the ~~approximately~~two ~~$1,000,000~~methods oflisted ~~proceeds~~above ~~held outside the trust account, although we cannot assure you that there~~ will be ~~sufficient~~contained ~~funds~~in ~~for~~provisions ~~such~~of ~~purpose.~~our ~~However,~~amended ifand ~~those~~restated ~~funds~~memorandum ~~are~~and ~~not~~articles ~~sufficient~~of toassociation ~~cover~~and ~~the~~will ~~costs~~apply ~~and~~whether ~~expenses~~or ~~associated~~not ~~with~~we ~~implementing~~maintain our ~~plan~~registration ofunder ~~dissolution, to~~ the ~~extent~~Exchange ~~that~~Act ~~there~~or isour ~~any~~listing ~~interest~~on ~~accrued~~Nasdaq. inSuch ~~the~~provisions ~~trust~~may ~~account~~be ~~not~~amended ~~required~~if toapproved ~~pay~~by ~~income~~holders ~~taxes~~of ontwo ~~interest~~thirds ~~income~~of ~~earned~~our onordinary ~~the~~shares ~~trust~~who ~~account~~attend ~~balance,~~and wevote ~~may~~at ~~request~~a ~~the~~general ~~trustee~~meeting ~~to release to us an additional amount~~ of upthe ~~to $100~~company,~~000~~ ofso ~~such~~long ~~accrued~~as ~~interest~~we tooffer ~~pay~~redemption ~~those~~in ~~costs~~connection ~~and~~with ~~expenses~~such amendment.

If we ~~were~~provide ~~to expend all of the net proceeds of~~ our ~~initial~~ public ~~offering~~shareholders ~~and~~with the ~~sale~~opportunity ofto ~~the~~redeem ~~private~~their ~~placement~~public ~~warrants~~shares ~~and the forward purchase securities, other than the proceeds deposited~~ in ~~the~~connection ~~trust~~with ~~account,~~a ~~and~~shareholder ~~without taking into account interest~~meeting, ifwe ~~any~~will, ~~earned~~pursuant on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to ~~the claims of~~ our ~~creditors~~amended ~~which~~and ~~would~~restated ~~have~~memorandum ~~higher~~and ~~priority~~articles ~~than the claims~~ of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.association:

13● 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

~~Table~~● offile ~~Contents~~proxy materials with the SEC.

~~Although~~In we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the ~~trust~~event ~~account for the benefit of our public shareholders, there is no guarantee~~ that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. Examples of possible instances where we ~~may~~seek ~~engage~~shareholder aapproval ~~third party that refuses to execute a waiver include the engagement~~ of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Marcum LLP, our ~~independent registered public accounting firm, and the underwriters of our~~ initial public offering will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business ~~with which we have entered into a written letter of intent, confidentiality or other similar agreement or business~~ combination ~~agreement~~, ~~reduce~~we ~~the~~will ~~amount~~distribute ofproxy ~~funds~~materials ~~in the trust account to below the lesser of (i) $10.00 per public share~~ and ~~(ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account~~, ~~if less than $10.00 per share due to reductions~~ in ~~the~~connection ~~value of the trust assets~~therewith, ~~less~~provide taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our ~~indemnity of the underwriters of our initial~~ public ~~offering~~shareholders ~~against~~with ~~certain liabilities, including liabilities under~~ the ~~Securities~~redemption ~~Act.~~rights ~~However,~~described weabove ~~have~~upon ~~not~~completion asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of ~~our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against~~ the ~~trust account, the funds available for our~~ initial business combination ~~and redemptions could be reduced to less than $10~~.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

InIf ~~the~~we ~~event~~seek ~~that~~shareholder ~~the~~approval, ~~proceeds~~we inwill ~~the~~complete ~~trust~~our ~~account~~initial ~~are~~business ~~reduced~~combination ~~below~~only if we obtain an ordinary resolution under Cayman Islands law, being the ~~lesser~~affirmative vote of ~~(i) $10.00~~a ~~per~~majority ~~public~~of ~~share~~the shareholders represented in person or by proxy and ~~(ii) the~~entitled ~~actual~~to ~~amount~~vote ~~per~~thereon ~~public~~who ~~share~~attend ~~held~~and invote ~~the~~at ~~trust~~a ~~account~~general asmeeting of the ~~date~~company. ofA ~~the~~quorum ~~liquidation~~for ofsuch ~~the~~meeting ~~trust~~will ~~account~~be present if ~~less~~the ~~than~~holders ~~$10.00~~of ~~per~~a ~~share~~majority ~~due~~of toissued ~~reductions~~and inoutstanding ~~the~~shares ~~value~~entitled ofto vote at the ~~trust~~meeting ~~assets,~~are represented in ~~each~~person ~~case~~or ~~less~~by ~~taxes~~proxy. ~~payable~~Our sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our sponsor, ~~asserts~~officers ~~that~~and itdirectors ishave ~~unable~~agreed to ~~satisfy~~vote ~~its~~their ~~indemnification~~founder ~~obligations~~shares, orprivate ~~that~~placement itshares ~~has~~and noany ~~indemnification~~public ~~obligations~~shares ~~related~~purchased toduring aor ~~particular~~after ~~claim,~~ our ~~independent~~initial ~~directors~~public ~~would~~offering ~~determine~~(including ~~whether~~in toopen ~~take~~market ~~legal~~and ~~action~~privately-negotiated ~~against~~transactions) ~~our~~in ~~sponsor~~favor toof ~~enforce~~our ~~its~~initial ~~indemnification~~business ~~obligations~~combination. ~~While~~For wepurposes ~~currently~~of ~~expect~~seeking ~~that~~approval ~~our~~of ~~independent~~an ~~directors~~ordinary ~~would~~resolution, ~~take~~non-votes ~~legal~~will ~~action~~have no effect on ~~our~~the ~~behalf~~approval ~~against~~of our ~~sponsor~~initial tobusiness ~~enforce~~combination ~~its~~once ~~indemnification~~a ~~obligations~~quorum is obtained. As a result, in addition to usour initial shareholders’ founder shares, itwe iswould ~~possible~~need ~~that~~8,625,001, ~~our~~or ~~independent~~37.5%, ~~directors~~of inthe ~~exercising~~23,000,000 ~~their~~public ~~business~~shares ~~judgment~~sold ~~may~~in ~~choose~~our ~~not~~initial public offering to dobe sovoted in ~~any~~favor ~~particular~~of ~~instance~~an ~~if,~~initial ~~for~~business ~~example,~~combination ~~the~~in ~~cost~~order ofto ~~such~~have ~~legal~~our ~~action~~initial isbusiness ~~deemed~~combination byapproved ~~the~~(assuming ~~independent~~all ~~directors~~outstanding toshares beare ~~too~~voted). ~~high~~These ~~relative~~quorum toand voting thresholds, and the ~~amount~~voting ~~recoverable~~agreement orof ifour ~~the~~sponsor, ~~independent~~officers and directors, ~~determine~~may make it more likely that awe ~~favorable~~will ~~outcome~~consummate isour ~~not~~initial ~~likely~~business combination. ~~Accordingly,~~Each wepublic ~~cannot~~shareholder ~~assure~~may ~~you~~elect ~~that~~to ~~due~~redeem totheir ~~claims~~public shares irrespective of ~~creditors~~whether they vote for or against the ~~actual~~proposed ~~value~~transaction ofor whether they were a public shareholder on the ~~per-share~~record ~~redemption~~date ~~price~~for ~~will~~the ~~not~~general bemeeting ~~less~~held ~~than~~to ~~$10.00~~approve ~~per~~the ~~share~~proposed transaction.

WeIf ~~will~~a ~~seek~~shareholder tovote ~~reduce~~is ~~the~~not ~~possibility~~required ~~that~~and ~~our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which~~ we do ~~business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also~~ not bedecide ~~liable as~~ to ~~any~~hold ~~claims~~a ~~under~~shareholder ~~our~~vote ~~indemnity~~for ofbusiness ~~the~~or ~~underwriters~~other oflegal ~~our initial public offering against certain liabilities~~reasons, ~~including~~we ~~liabilities under the Securities Act. We~~ will ~~have access to up to approximately $1,000,000 from the proceeds of our initial public offering with which to~~:

14● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

~~Table~~● 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 ~~Contents~~the Exchange Act, which regulates the solicitation of proxies.

~~pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).~~ In the event ~~that~~ we ~~liquidate~~conduct ~~and~~redemptions itpursuant isto ~~subsequently determined that~~ the ~~reserve~~tender ~~for~~offer ~~claims and liabilities is insufficient~~rules, ~~shareholders~~our ~~who~~offer ~~received~~to ~~funds~~redeem ~~from~~will ~~our~~remain ~~trust~~open ~~account~~for ~~could~~at beleast ~~liable~~20 ~~for~~business days, ~~claims~~in ~~made~~accordance bywith ~~creditors.~~Rule 14e-1(a) under In the ~~event~~Exchange ~~that~~Act, ~~our~~and ~~offering~~we ~~expenses~~will ~~exceed~~not ~~our~~be ~~estimate~~permitted ofto ~~$1,000,000,~~complete weour ~~may~~initial ~~fund~~business ~~such~~combination ~~excess~~until ~~with funds from~~ the ~~funds~~expiration ~~not~~of ~~to be held in~~ the ~~trust~~tender ~~account~~offer period. In ~~such case~~addition, the ~~amount~~tender ofoffer ~~funds~~will ~~we intend to~~ be ~~held~~conditioned ~~outside~~on ~~the~~public ~~trust~~shareholders ~~account~~not ~~would~~tendering ~~decrease~~more bythan ~~a corresponding amount. Conversely, in~~ the ~~event~~number ~~that~~of ~~the~~public ~~offering~~shares ~~expenses~~we are ~~less~~permitted ~~than~~to ~~our~~redeem. ~~estimate~~If ofpublic ~~$1,000,000,~~shareholders ~~the~~tender ~~amount~~more ofshares ~~funds~~than we ~~intend~~have offered to bepurchase, ~~held~~we ~~outside~~will withdraw the ~~trust~~tender ~~account~~offer ~~would~~and ~~increase~~not bycomplete athe ~~corresponding~~initial ~~amount~~business combination.

IfUpon ~~we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed,~~ the ~~proceeds~~public ~~held~~announcement ~~in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims~~ of ~~third parties with priority over the claims of~~ our ~~shareholders.~~initial Tobusiness ~~the extent any bankruptcy claims deplete the trust account~~combination, weif ~~cannot assure you~~ we ~~will~~elect ~~be able~~ to ~~return~~conduct ~~$10.00~~redemption ~~per~~pursuant ~~share~~ to ~~our~~the ~~public~~tender ~~shareholders.~~offer ~~Additionally~~rules, if we ~~file a bankruptcy~~ or ~~insolvency~~our ~~petition~~sponsor orwill anterminate ~~involuntary bankruptcy or insolvency petition is filed against us that is not dismissed,~~ any ~~distributions~~plan ~~received~~established byin ~~shareholders~~accordance ~~could~~with beRule 10b5-1 ~~viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek~~ to ~~recover~~purchase ~~some~~our orClass A ~~all~~ordinary ~~amounts~~shares ~~received~~in bythe ~~our~~open ~~shareholders. Furthermore~~market, ~~our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted~~ in ~~bad~~order ~~faith, and thereby exposing itself and our company~~ to ~~claims~~comply ofwith ~~punitive~~Rule 14e-5 ~~damages,~~under ~~by paying public shareholders from~~ the ~~trust~~Exchange ~~account prior to addressing the claims of creditors~~Act. ~~We cannot assure you that claims will not be brought against us for these reasons.~~

Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. 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.12

~~Competition~~Table of Contents

InWe ~~identifying,~~intend ~~evaluating~~to ~~and~~require ~~selecting~~our apublic ~~target~~shareholders ~~business~~seeking ~~for~~to ~~our~~exercise ~~initial~~their ~~business~~redemption ~~combination~~rights, wewhether ~~may~~they ~~encounter~~are ~~competition~~record ~~from~~holders ~~other~~or ~~entities~~hold ~~having~~their ashares ~~business~~in ~~objective~~“street ~~similar~~name,” to, ~~ours~~at the holder’s option, ~~including~~either ~~other~~deliver ~~special~~their ~~purpose~~share ~~acquisition~~certificates ~~companies,~~to ~~private~~our ~~equity~~transfer ~~groups~~agent ~~and~~or ~~leveraged~~deliver ~~buyout~~their ~~funds~~shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, ~~public~~prior ~~companies~~to ~~and~~the ~~operating~~date ~~businesses~~set ~~seeking~~forth ~~strategic~~in ~~acquisitions~~the proxy materials or tender offer documents, as applicable. ~~Many~~In the case of ~~these~~proxy ~~entities~~materials, ~~are~~this ~~well~~date ~~established~~may ~~and~~be ~~have~~up ~~extensive~~to ~~experience~~two ~~identifying~~business days ~~and~~prior ~~effecting~~to ~~business~~the ~~combinations~~scheduled ~~directly~~vote oron ~~through~~the ~~affiliates~~proposal to approve the initial business combination. ~~Moreover~~In addition, ~~many~~if ofwe ~~these~~conduct ~~competitors~~redemptions ~~possess~~in ~~similar~~connection orwith ~~greater~~a ~~financial,~~shareholder ~~technical~~vote, ~~human~~we ~~and~~intend ~~other~~to ~~resources~~require ~~than~~a ~~us.~~public ~~Our~~shareholder ~~ability~~seeking redemption of its public shares to ~~acquire~~also ~~larger~~submit ~~target~~a ~~businesses~~written ~~will~~request befor ~~limited~~redemption byto our ~~available~~transfer ~~financial~~agent ~~resources.~~two ~~This~~business days ~~inherent~~prior ~~limitation~~to ~~gives~~the ~~others~~scheduled anvote ~~advantage~~ in ~~pursuing~~which the ~~acquisition~~name of athe ~~target~~beneficial ~~business~~owner of such shares is included. ~~Furthermore~~The proxy materials or tender offer documents, ~~our~~as ~~obligation~~applicable, that we will furnish to ~~pay~~holders ~~cash~~of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders ~~who~~to ~~exercise~~satisfy ~~their~~such ~~redemption~~delivery ~~rights~~requirements. ~~may~~We ~~reduce~~believe ~~the~~that ~~resources~~this ~~available~~will allow our transfer agent to usefficiently ~~for~~process ~~our~~any ~~initial~~redemptions ~~business~~without ~~combination~~the ~~and~~need ~~our~~for ~~issued~~further ~~and~~communication ~~outstanding~~or ~~warrants~~action from the redeeming public shareholders, which could delay redemptions and ~~the~~result ~~future~~in ~~dilution~~additional ~~they~~administrative ~~potentially~~cost. ~~represent,~~If ~~may~~the proposed initial business combination is not beapproved ~~viewed~~and ~~favorably~~we bycontinue ~~certain~~to search for a target ~~businesses.~~company, ~~Either~~we ofwill ~~these~~promptly ~~factors~~return ~~may~~any ~~place~~certificates usor atshares adelivered ~~competitive~~by ~~disadvantage~~public inshareholders ~~successfully~~who ~~negotiating~~elected anto ~~initial~~redeem ~~business~~their ~~combination~~shares.

15Our 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. 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 following consummation of our initial public offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

~~Table~~Limitation on Redemption Upon Completion of ~~Contents~~Our Initial Business Combination If We Seek Shareholder Approval

~~Facilities~~If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is 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 15% of the shares sold in our initial public offering 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 15% of the shares sold in our initial public offering, 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.

~~We currently utilize office space at Unit 11C/D~~However, ~~Kimley~~we ~~Commercial~~would ~~Building,~~not ~~142~~be —restricting ~~146~~our ~~Queen~~shareholders’s ~~Road~~ability ~~Central,~~to ~~Hong~~vote ~~Kong~~all ~~from our sponsor and the members~~ of ~~our~~their ~~management~~shares ~~team~~(including asExcess ~~our~~Shares) ~~executive~~for ~~offices.~~or Weagainst ~~consider~~ our ~~current~~initial ~~office~~business ~~space adequate for our current operations~~combination.

~~Employees~~Delivering Share Certificates in Connection with the Exercise of Redemption Rights

WeAs ~~currently~~described ~~have~~above, ~~three~~we ~~executive~~intend ~~officers. These~~to ~~individuals~~require ~~are~~our ~~not~~public ~~obligated~~shareholders seeking to ~~devote~~exercise ~~any~~their ~~specific~~redemption ~~number~~rights, ofwhether ~~hours~~they toare ~~our~~record ~~matters~~holders ~~but~~or ~~they~~hold ~~intend~~their shares in “street name,” to, ~~devote~~at asthe ~~much~~holder’s ofoption, either deliver their ~~time~~share ascertificates ~~they~~to ~~deem~~our ~~necessary~~transfer agent or deliver their shares to our ~~affairs~~transfer ~~until~~agent weelectronically ~~have~~using ~~completed~~the ~~our~~Depository ~~initial~~Trust ~~business~~Company’s ~~combination. The~~DWAC ~~amount~~(Deposit/Withdrawal ofAt ~~time~~Custodian) ~~they~~system, ~~will~~prior ~~devote~~to the date set forth in ~~any~~the ~~time~~proxy ~~period~~materials ~~will~~or ~~vary~~tender ~~based~~offer ondocuments, ~~whether~~as aapplicable. ~~target~~In ~~business~~the ~~has~~case ~~been~~of ~~selected~~proxy ~~for~~materials, ~~our~~this ~~initial~~date may be up to two business days ~~combination~~prior ~~and~~to the ~~stage~~scheduled ofvote on the proposal to approve the initial business combination. ~~process~~In addition, if we ~~are~~conduct redemptions in~~. We~~ ~~may~~connection ~~plan~~with a shareholder vote, we intend to ~~have~~require ~~full~~a ~~time~~public ~~employees~~shareholder ~~other~~seeking ~~than~~redemption ~~the~~of ~~executive~~its ~~officers~~public shares to also submit a written request for redemption to our transfer agent two business days prior to the ~~completion~~scheduled vote in which the name of ~~our~~the ~~initial~~beneficial ~~business~~owner ~~combination~~of such shares is included. The proxy materials or tender offer

~~Periodic Reporting and Financial Information~~13

WeTable have registered our units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of ~~the Exchange Act, our annual report contains financial statements audited and reported on by our independent registered public accountants.~~Contents

Wedocuments, ~~will~~as ~~provide~~applicable, ~~shareholders~~that ~~with~~we ~~audited~~will ~~financial~~furnish ~~statements~~to holders of ~~the~~our ~~prospective~~public ~~target~~shares ~~business~~in asconnection ~~part~~with ofour ~~the~~initial ~~proxy~~business ~~solicitation~~combination ~~materials~~will orindicate ~~tender~~whether ~~offer~~we ~~documents~~are ~~sent~~requiring topublic shareholders to ~~assist~~satisfy ~~them~~such indelivery ~~assessing the target business~~requirements. ~~In all likelihood~~Accordingly, ~~these~~a ~~financial~~public ~~statements~~shareholder ~~will~~would ~~need~~have up to betwo ~~prepared~~business days inprior ~~accordance with, or reconciled~~ to, ~~GAAP~~the orscheduled ~~IFRS,~~vote ~~depending~~ on the ~~circumstances,~~initial ~~and~~business ~~the~~combination ~~historical~~if ~~financial~~we ~~statements~~distribute ~~may~~proxy bematerials, ~~required~~or tofrom ~~be audited in accordance with~~ the ~~standards~~time ofwe ~~the~~send ~~PCAOB.~~out ~~These~~our ~~financial~~tender ~~statement~~offer ~~requirements~~materials ~~may~~until ~~limit~~ the ~~pool~~close of ~~potential~~the ~~target~~tender ~~businesses~~offer weperiod, ~~may~~as ~~conduct~~applicable, anto ~~initial~~submit ~~business~~or ~~combination~~tender ~~with~~its ~~because~~shares ~~some~~if ~~targets~~it ~~may~~wishes ~~be unable~~ to ~~provide~~seek ~~such statements in time for us~~ to ~~disclose~~exercise ~~such~~its ~~statements~~redemption inrights. ~~accordance~~In ~~with federal proxy rules and complete our initial business combination within~~ the ~~prescribed~~event ~~time frame. We cannot assure you~~ that ~~any particular target business identified by us as~~ a ~~potential~~shareholder ~~business~~fails ~~combination~~to ~~candidate~~comply ~~will have financial statements prepared in accordance~~ with ~~the~~these ~~requirements outlined above,~~ or ~~that~~any ~~the~~other ~~potential~~procedures ~~target~~disclosed ~~business will be able to prepare its financial statements~~ in ~~accordance with~~ the ~~requirements~~proxy ~~outlined~~or ~~above.~~tender Tooffer ~~the~~materials, ~~extent~~as ~~that these requirements cannot be met~~applicable, weits shares may not be ~~able to acquire the proposed target business~~redeemed. ~~While~~Given ~~this may limit~~ the ~~pool~~relatively ofshort ~~potential~~exercise ~~business~~period, ~~combination~~it ~~candidates,~~is weadvisable dofor ~~not~~shareholders ~~believe~~to ~~that~~use ~~this~~electronic ~~limitation~~delivery ~~will~~of betheir ~~material~~public shares.

WeThere ~~will~~is bea ~~required~~nominal tocost ~~evaluate~~associated ~~our~~with ~~internal~~the ~~control~~above-referenced ~~procedures~~process ~~for~~and the ~~fiscal~~act ~~year~~of ~~ending~~certificating ~~December 31,~~the ~~2021~~shares asor ~~required~~delivering bythem through the ~~Sarbanes-Oxley~~DWAC ~~Act~~system. ~~Only~~The intransfer ~~the~~agent ~~event~~will wetypically ~~are~~charge ~~deemed~~the tobroker besubmitting aor ~~large~~tendering ~~accelerated~~shares ~~filer~~a orfee anof ~~accelerated~~approximately ~~filer,~~$80.00 and noit ~~longer~~would ~~qualify~~be asup anto ~~emerging~~the ~~growth~~broker ~~company,~~whether ~~will~~or wenot beto ~~required~~pass tothis ~~have~~cost ~~our~~on ~~internal~~to ~~control~~the ~~procedures~~redeeming ~~audited~~holder. AHowever, ~~target~~this ~~business~~fee ~~may~~would ~~not~~ be inincurred ~~compliance~~regardless ~~with the provisions~~ of ~~the~~whether ~~Sarbanes-Oxley~~or ~~Act~~not ~~regarding~~we ~~adequacy~~require ofholders ~~their~~seeking ~~internal~~to ~~controls.~~exercise ~~The~~redemption ~~development~~rights ofto ~~the~~submit ~~internal~~or ~~controls~~tender oftheir ~~any~~shares. ~~such~~The ~~entity~~need to ~~achieve~~deliver ~~compliance~~shares ~~with~~is ~~the~~a ~~Sarbanes-Oxley~~requirement ~~Act~~of ~~may~~exercising ~~increase~~redemption ~~the~~rights ~~time~~regardless ~~and~~of ~~costs~~the ~~necessary~~timing toof ~~complete~~when ~~any~~ such ~~business~~delivery ~~combination~~must be effectuated.

WeAny ~~have~~request ~~filed~~to aredeem ~~Registration~~such ~~Statement~~shares, ononce ~~Form 8-A~~made, ~~with~~may ~~the~~be ~~SEC~~withdrawn toat ~~voluntarily~~any ~~register~~time ~~our~~up ~~securities~~to ~~under~~the ~~Section 12~~date ofset forth in the ~~Exchange~~proxy ~~Act~~materials or tender offer documents, as applicable. AsFurthermore, if a ~~result,~~holder weof ~~are~~a ~~subject~~public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the ~~rules and~~applicable ~~regulations~~date ~~promulgated~~not ~~under~~to elect to exercise such rights, such holder may simply request that the ~~Exchange~~transfer ~~Act~~agent return the certificate (physically or electronically). WeIt ~~have~~is noanticipated ~~current~~that ~~intention~~the offunds ~~filing~~to abe ~~Form 15~~distributed to ~~suspend~~holders of our ~~reporting~~public orshares ~~other~~electing ~~obligations~~to ~~under~~redeem ~~the~~their ~~Exchange~~shares ~~Act~~will ~~prior~~be ordistributed ~~subsequent~~promptly toafter the ~~consummation~~completion of our initial business combination.

WeIf ~~are~~our ainitial ~~Cayman~~business ~~Islands~~combination ~~exempted~~is ~~company.~~not ~~Exempted~~approved ~~companies~~or ~~are~~completed ~~Cayman~~for ~~Islands~~any ~~companies conducting business mainly outside the Cayman Islands and~~reason, asthen ~~such,~~our ~~are~~public ~~exempted~~shareholders ~~from~~who ~~complying~~elected ~~with~~to ~~certain~~exercise ~~provisions~~their ofredemption ~~the~~rights ~~Companies~~would ~~Act.~~not Asbe anentitled ~~exempted~~to ~~company,~~redeem wetheir ~~have~~shares ~~applied~~ for ~~and received a tax exemption undertaking from~~ the ~~Cayman~~applicable ~~Islands~~pro ~~government~~rata ~~that,~~share ~~in accordance with Section 6~~ of the ~~Tax~~trust ~~Concessions~~account. ~~Law~~In ~~(2018~~such ~~Revision) of the Cayman Islands~~case, ~~for~~we awill ~~period~~promptly ofreturn ~~20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing~~ any ~~tax~~certificates todelivered beby ~~levied~~public onholders ~~profits,~~who ~~income,~~elected ~~gains or appreciations will apply~~ to usredeem ortheir ~~our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the~~shares.

16If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 24 months from the closing of our initial public offering.

~~Table~~Redemption of ~~Contents~~Public Shares and Liquidation if No Initial Business Combination

~~nature~~Our ofamended ~~estate~~and ~~duty~~restated ormemorandum ~~inheritance~~and ~~tax~~articles of association provide that we will behave ~~payable~~only ~~(i)~~24 onmonths orfrom inthe ~~respect~~closing of our ~~shares~~initial public offering to complete our initial business combination. If we do not complete our initial business combination within such 24-month period, ~~debentures~~we orwill: ~~other~~(i) cease ~~obligations~~all oroperations except for the purpose of winding up, (ii) byas ~~way~~promptly ofas reasonably possible but not more than ten business days thereafter, redeem the ~~withholding~~public shares, at a per-share price, payable in ~~whole~~cash, orequal to the aggregate amount then on deposit in ~~part~~the oftrust aaccount, ~~payment~~including ofinterest ~~dividend~~earned oron ~~other~~the ~~distribution~~funds held in the trust account (less taxes payable and up to $100,000 of ~~income~~interest orto ~~capital~~pay dissolution expenses), divided by usthe 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 orand aour ~~payment~~board of ~~principal~~directors, orliquidate ~~interest~~and ordissolve, ~~other~~subject ~~sums~~in ~~due~~the case of clauses (ii) and (iii) to our obligations under aCayman ~~debenture~~Islands orlaw to provide for claims of creditors and in all cases subject to the other ~~obligation~~requirements of usapplicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period.

WeOur ~~are~~sponsor, anofficers ~~“emerging~~and ~~growth~~directors ~~company,”~~have asentered ~~defined~~into ~~in Section 2(~~a~~) of~~ ~~the~~letter ~~Securities~~agreement ~~Act~~with us, aspursuant ~~modified~~to bywhich ~~the~~they ~~JOBS~~have ~~Act.~~waived Astheir ~~such,~~rights ~~we are eligible~~ to ~~take~~liquidating ~~advantage~~distributions ~~of certain exemptions~~ from ~~various~~the ~~reporting~~trust ~~requirements~~account ~~that~~with ~~are~~respect ~~applicable~~ to ~~other~~any ~~public~~founder ~~companies~~shares ~~that~~held ~~are~~by ~~not~~them ~~“emerging~~if ~~growth~~we ~~companies”~~fail ~~including, but not limited~~ to, ~~not~~complete ~~being~~our ~~required~~initial tobusiness ~~comply~~combination ~~with~~within ~~the auditor attestation requirements of Section~~24 ~~404~~months offrom the ~~Sarbanes-Oxley~~closing ~~Act,~~of ~~reduced disclosure obligations regarding executive compensation in~~ our ~~periodic~~initial ~~reports~~public ~~and~~offering. ~~proxy statements~~However, ~~and~~if ~~exemptions~~our ~~from~~sponsor ~~the~~or ~~requirements~~management ofteam ~~holding~~acquire apublic ~~non-binding~~shares ~~advisory~~in ~~vote~~or onafter ~~executive~~our ~~compensation~~initial ~~and~~public ~~shareholder~~offering, ~~approval~~they ofwill ~~any~~be ~~golden~~entitled ~~parachute~~to ~~payments~~liquidating ~~not~~distributions ~~previously~~from ~~approved.~~the Iftrust ~~some~~account ~~investors~~with ~~find~~respect ~~our~~to ~~securities~~such ~~less~~public ~~attractive~~shares asif awe ~~result,~~fail ~~there~~to ~~may~~complete beour ainitial ~~less~~business ~~active~~combination ~~trading~~within ~~market for our securities and~~ the ~~prices~~allotted of24-month ~~our~~time ~~securities may be more volatile~~period.

InOur ~~addition~~sponsor, ~~Section 107~~officers ofand ~~the~~directors ~~JOBS~~have ~~Act~~agreed, ~~also~~pursuant ~~provides~~to a written agreement with us, that anthey ~~“emerging~~will ~~growth~~not ~~company”~~propose ~~can~~any ~~take~~amendment ~~advantage~~to our amended and restated memorandum and articles of association (A) to modify the ~~extended~~substance ~~transition~~or ~~period~~timing ~~provided~~of our obligation to allow redemption in ~~Section~~connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 7months from the closing of our initial public offering or (~~a)(2)(~~B) ofwith ~~the~~respect ~~Securities~~to ~~Act~~any ~~for~~other ~~complying~~material ~~with~~provisions ~~new~~relating orto ~~revised~~shareholders’ ~~accounting~~rights ~~standards.~~or Inpre-initial ~~other~~business ~~words~~combination activity, anunless ~~“emerging~~we ~~growth~~provide ~~company”~~our ~~can~~public ~~delay~~shareholders with the ~~adoption~~opportunity to redeem their public shares upon approval of ~~certain~~any ~~accounting~~such ~~standards~~amendment ~~until~~at ~~those~~a ~~standards~~per-share ~~would~~price, ~~otherwise~~payable ~~apply~~in cash, equal to ~~private~~the ~~companies.~~aggregate Weamount ~~intend~~then toon ~~take~~deposit ~~advantage~~in ofthe trust account, including interest earned on the ~~benefits~~funds ofheld ~~this~~in ~~extended~~the ~~transition~~trust ~~period.~~

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (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 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.14

~~Legal~~Table ~~Proceedings~~of Contents

~~There~~account isand nonot ~~material~~previously ~~litigation~~released to us to pay our taxes, ~~arbitration~~divided orby ~~governmental~~the ~~proceeding~~number ~~currently~~of ~~pending~~then ~~against~~outstanding uspublic orshares. ~~any~~However, ~~members~~we ofmay not redeem our ~~management~~public ~~team~~shares in ~~their~~an ~~capacity~~amount asthat would cause our net tangible assets to be less than $5,000,001. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.

~~Item~~We 1Aexpect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1,000,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. ~~Risk~~However, ~~Factors~~if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay income taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

AnIf ~~investment~~we inwere ~~our~~to ~~securities~~expend ~~involves~~all aof ~~high~~the ~~degree~~net proceeds of ~~risk.~~our ~~You~~initial ~~should~~public ~~consider~~offering ~~carefully~~and ~~all~~the sale of the ~~risks~~private ~~described~~placement ~~below,~~warrants ~~together~~and ~~with~~ the forward purchase securities, other ~~information~~than ~~contained~~the proceeds deposited in ~~this~~the ~~Annual~~trust ~~Report~~account, ~~before~~and ~~making~~without ataking ~~decision~~into toaccount ~~invest~~interest, inif any, earned on the trust account, the per-share redemption amount received by shareholders upon our ~~securities~~dissolution would be approximately $10.00. IfThe ~~any~~proceeds ofdeposited in the ~~following~~trust ~~events~~account ~~occur~~could, however, become subject to the claims of our ~~business,~~creditors ~~financial~~which ~~condition~~would ~~and~~have ~~operating~~higher ~~results~~priority ~~may~~than bethe ~~materially~~claims ~~adversely~~of ~~affected~~our public shareholders. InWe ~~that~~cannot ~~event,~~assure you that the ~~trading~~actual ~~price~~per-share ofredemption ~~our~~amount ~~securities~~received ~~could~~by ~~decline~~shareholders will not be substantially less than $10.00. While we intend to pay such amounts, ~~and~~if any, we cannot assure you ~~could~~that ~~lose~~we ~~all~~will have funds sufficient to pay or ~~part~~provide offor ~~your~~all ~~investment~~creditors’ claims.

~~Risks~~Although ~~Relating~~we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our ~~Search~~public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Marcum LLP, our independent registered public accounting firm, and the underwriters of our initial public offering will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, ~~Consummation~~our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or ~~Ability~~other similar agreement or business combination agreement, reduce the amount of funds in the trust account to ~~Consummate~~below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a ~~Business~~third ~~Combination~~party or prospective target business who executed a waiver of any and ~~Post-Business~~all ~~Combination~~rights ~~Risks~~to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

WeIn the event that the proceeds in the trust account are areduced ~~blank~~below ~~check~~the ~~company~~lesser ~~with~~of no(i) $10.00 ~~operating~~per ~~history~~public share and no(ii) the ~~revenues~~actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and ~~you~~our ~~have~~sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no ~~basis~~indemnification onobligations ~~which~~related to ~~evaluate~~a particular claim, our ~~ability~~independent directors would determine whether to ~~achieve~~take legal action against our ~~business~~sponsor ~~objective~~to enforce its indemnification obligations. While we currently expect that

We are a blank check company incorporated under the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through our initial public offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.15

17Table of Contents

~~Table~~our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of ~~Contents~~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. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our ~~public~~sponsor ~~shareholders~~will ~~may~~also not be ~~afforded~~liable anas ~~opportunity~~ to ~~vote~~any onclaims under our ~~proposed~~indemnity of the underwriters of our initial ~~business~~public ~~combination~~offering against certain liabilities, ~~and~~including ~~even~~liabilities ifunder wethe ~~hold~~Securities aAct. ~~vote~~We will have access to up to approximately $1,000,000 ~~holders~~from the proceeds of our ~~founder~~initial ~~shares~~public ~~will~~offering ~~participate~~with inwhich to pay any such ~~vote~~potential claims (including costs and expenses incurred in connection with our liquidation, ~~which~~currently ~~means~~estimated to be no more than approximately $100,000). In the event that we ~~may~~liquidate ~~complete~~and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our ~~initial~~trust ~~business~~account ~~combination~~could ~~even~~be ~~though~~liable afor ~~majority~~claims ofmade by creditors. In the event that our ~~public~~offering ~~shareholders~~expenses doexceed our estimate of $1,000,000, we may fund such excess with funds from the funds not ~~support~~to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a ~~combination~~corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

WeIf ~~may~~we ~~choose~~file ~~not~~a tobankruptcy ~~hold~~or ainsolvency ~~shareholder~~petition ~~vote~~or toan ~~approve~~involuntary ~~our~~bankruptcy ~~initial~~or ~~business~~insolvency ~~combination~~petition ~~unless~~is filed against us that is not dismissed, the ~~business~~proceeds ~~combination~~held ~~would~~in ~~require~~the ~~shareholder~~trust ~~approval~~account ~~under~~could be subject to applicable bankruptcy law, orand ~~stock~~may ~~exchange~~be ~~listing~~included ~~requirements.~~in Inour ~~such~~bankruptcy ~~case,~~estate and subject to the ~~decision~~claims asof tothird ~~whether~~parties wewith ~~will~~priority ~~seek~~over ~~shareholder~~the ~~approval~~claims of aour ~~proposed~~shareholders. ~~business~~To ~~combination~~the orextent any bankruptcy claims deplete the trust account, we cannot assure you we will ~~allow~~be ~~shareholders~~able to ~~sell~~return ~~their~~$10.00 ~~shares~~per share to usour inpublic shareholders. Additionally, if we file a ~~tender~~bankruptcy ~~offer~~or ~~will~~insolvency bepetition ~~made~~or byan involuntary bankruptcy or insolvency petition is filed against us, ~~solely~~that inis ~~our~~not ~~discretion~~dismissed, ~~and~~any ~~will~~distributions received by shareholders could be ~~based~~viewed onunder aapplicable ~~variety~~debtor/creditor ofand/or ~~factors,~~bankruptcy ~~such~~laws as ~~the~~either ~~timing~~a of“preferential ~~the~~transfer” ~~transaction~~or ~~and~~a ~~whether~~“fraudulent ~~the~~conveyance.” ~~terms~~As ofa ~~the~~result, ~~transaction~~a ~~would~~bankruptcy ~~otherwise~~court ~~require~~could usseek to ~~seek~~recover ~~shareholder~~some ~~approval.~~or ~~Even~~all ifamounts wereceived ~~seek~~by ~~shareholder~~our ~~approval~~shareholders. Furthermore, ~~the~~our ~~holders~~board of ~~our~~directors ~~founder~~may ~~shares~~be ~~will~~viewed ~~participate~~as inhaving ~~the~~breached ~~vote~~its onfiduciary ~~such~~duty ~~approval.~~to ~~Accordingly,~~our wecreditors and/or may ~~complete~~have ~~our~~acted ~~initial~~in ~~business~~bad ~~combination~~faith, ~~even~~and ifthereby ~~holders~~exposing ofitself aand ~~majority~~our company to claims of ~~our~~punitive ~~ordinary~~damages, ~~shares~~by dopaying ~~not~~public ~~approve~~shareholders offrom the ~~business~~trust ~~combination~~account weprior ~~complete.~~to ~~Please~~addressing ~~see~~ the ~~section~~claims ~~entitled~~of ~~“Item I~~creditors. ~~Business—Shareholders~~We ~~May Not~~cannot ~~Have~~assure ~~the~~you ~~Ability~~that toclaims ~~Approve~~will ~~Our~~not ~~Initial~~be ~~Business~~brought ~~Combination”~~against us for ~~additional~~these ~~information~~reasons.”

~~Your~~Our ~~only~~public ~~opportunity~~shareholders will be entitled to ~~effect~~receive ~~your~~funds ~~investment~~from ~~decision~~the ~~regarding~~trust aaccount ~~potential~~only (i) in the event of the redemption of our public shares if we do not complete our initial business combination ~~may~~within be24 months ~~limited~~from the closing of our initial public offering, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the ~~exercise~~substance or timing of ~~your~~our ~~right~~obligation to allow redemption in connection with our initial business combination or to redeem ~~your~~100% of our public shares if we do not complete our initial business combination within 24 months from usthe closing of our initial public offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. 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.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board 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.Competition

~~The~~In ~~recent~~identifying, ~~COVID-19~~evaluating ~~pandemic~~ and ~~the~~selecting ~~impact~~a ontarget 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 ~~debt~~leveraged buyout funds, public companies and ~~equity~~operating ~~markets~~businesses ~~could~~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 ~~material~~target ~~adverse~~business. ~~effect~~Furthermore, onour obligation to pay cash in connection with our ~~search~~public shareholders who exercise their redemption rights may reduce the resources available to us for aour initial business combination and our issued and outstanding warrants, and ~~any~~the future dilution they potentially represent, may not be viewed favorably by certain target ~~business~~businesses. ~~with~~Either ~~which~~of wethese ~~ultimately~~factors ~~complete~~may place us at a competitive disadvantage in successfully negotiating an initial business combination.

In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States and Europe. On January 30, 2020, the World Health Organization declared the outbreak of the 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 the COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. A significant outbreak of the COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, business operations and the conduct of commerce generally and could have a material adverse effect on the business of any potential target business with which we complete a business combination. Furthermore, we may be unable to complete a business combination if continued concerns relating to the COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and complete a transaction in a timely manner. The extent to which the outbreak of 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 the COVID-19 pandemic and the actions to contain the COVID-19 or treat its impact, among others. If the disruptions posed by the COVID-19 or other matters of global concern continue for an extensive period of time, it could have a material adverse effect on our ability to complete a business combination, or the operations of a target business with which we ultimately complete a business combination.16

InTable ~~addition,~~of our ability to complete a transaction may be dependent on the ability to raise equity and debt financing and the COVID-19 and other related events could have a material adverse effect on our ability to raise adequate financing.Contents

18Facilities

~~Table~~We currently utilize office space at Unit 11C/D, Kimley Commercial Building, 142 — 146 Queen’s Road Central, Hong Kong from our sponsor and the members of ~~Contents~~our management team as our executive offices. We consider our current office space adequate for our current operations.

If 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.Employees

~~Our~~We ~~initial~~currently ~~shareholders~~have ~~will~~three ~~own~~executive ~~20%~~officers. ofThese ~~our~~individuals ~~issued~~are ~~and~~not ~~outstanding~~obligated ~~ordinary~~to ~~shares~~devote ~~immediately~~any ~~following~~specific ~~the~~number ~~completion~~ of ~~our~~hours ~~initial~~to ~~public offering (assuming~~ our ~~initial~~matters ~~shareholders~~but dothey ~~not~~intend ~~purchase~~to ~~any~~devote ~~units~~as inmuch ~~our~~of ~~initial~~their ~~public offering). Our initial shareholders and management team also may from~~ time toas ~~time~~they ~~purchase~~deem ~~Class A~~necessary ~~ordinary shares prior~~ to our ~~initial~~affairs ~~business~~until ~~combination. Our amended and restated memorandum and articles of association provides that, if~~ we ~~seek~~have ~~shareholder~~completed ~~approval~~our ~~of an~~ initial business combination, such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company, including the founder shares. AsThe aamount ~~result, in addition to our initial shareholders’ founder shares, we would need 8,625,001, or 37.5%,~~ of ~~the~~time ~~23,000,000~~they ~~public~~will ~~shares~~devote ~~sold~~ in ~~our~~any ~~initial~~time ~~public~~period ~~offering~~will tovary bebased ~~voted~~on inwhether ~~favor~~a oftarget ~~an initial~~ business ~~combination~~has inbeen ~~order~~selected tofor ~~have~~ our initial business combination ~~approved.~~and ~~Accordingly,~~the ifstage ~~we seek shareholder approval~~ of ~~our~~the ~~initial~~ business combination, ~~the~~process ~~agreement~~we byare ~~our~~in. ~~initial~~We ~~shareholders~~may ~~and~~plan ~~management team~~ to ~~vote~~have infull ~~favor~~time ofemployees ~~our~~other ~~initial~~than ~~business combination will increase~~ the ~~likelihood~~executive ~~that~~officers weprior ~~will~~to ~~receive an ordinary resolution, being~~ the ~~requisite~~completion ~~shareholder~~of ~~approval~~our ~~for such~~ initial business combination.

InPeriodic ~~evaluating~~Reporting aand ~~prospective~~Financial target business for our initial business combination, our management may consider the availability of all of the funds from the sale of the forward purchase shares, which may be used as part of the consideration to the sellers in the initial business combination. If the sale of some or all of the forward purchase shares fails to close, we may lack sufficient funds to consummate our initial business combination.Information

We have ~~entered~~registered ~~into forward purchase agreements pursuant to which the anchor investors, including an affiliate of~~ our ~~sponsor~~units, ~~have~~Class A ~~agreed~~ordinary ~~to purchase an aggregate of 5,500,000 forward purchase~~ shares ~~plus~~and ~~2,750,000 redeemable~~ warrants for a purchase price of $10.00 per forward purchase share, or $55,000,000 in the aggregate, in a private placement to close concurrently with our initial business combination. The funds from the sale of forward purchase securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. The obligations under the ~~forward~~Exchange ~~purchase~~Act ~~agreements do not depend on whether any public shareholders elect to redeem their shares~~ and ~~provide~~have usreporting ~~with a minimum funding level for the initial business combination. However~~obligations, ~~if the sale of the forward purchase securities does not close for any reason,~~ including ~~by reason of~~ the ~~failure~~requirement bythat ~~some or all of the anchor investors to fund the purchase price for their forward purchase securities, for example,~~ we ~~may~~file ~~lack sufficient funds to consummate our initial business combination. Additionally~~annual, ~~each~~quarterly anchor investor’s obligation to purchase the forward purchase securities are subject to termination prior to the closing of the sale of the forward purchase securities by mutual written consent of the company and ~~each~~current ~~anchor~~reports ~~investor,~~with ~~or, automatically: (i) if our initial public offering is not consummated prior to June 30, 2021; (ii) if our initial business combination is not consummated within 24 months from~~ the closing of our initial public offering or such longer period as approved by our shareholders or mutually agreed by us and the anchor investors; or (iii) if our sponsor or the company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of our sponsor or the company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointmentSEC. ~~The~~In ~~anchor~~accordance investors’ obligations to purchase their forward purchase securities are subject to fulfillment of customary closing conditions, including the following: (i) our initial business combination must be consummated substantially concurrently with, ~~and immediately following,~~ the ~~purchase~~requirements of ~~forward purchase securities; and (ii)~~ the ~~company~~Exchange ~~must have delivered to the anchor investors a certificate evidencing the company’s good standing as a Cayman Islands exempted company~~Act, asour ofannual areport ~~date~~contains ~~within~~financial ~~ten~~statements ~~(10) business~~audited ~~days of the closing of the sale of forward purchase securities. In the event of any such failure to fund by an anchor investor, any obligation is so terminated or any such condition is not satisfied~~ and ~~not~~reported ~~waived~~on by anour ~~anchor~~independent ~~investor,~~registered wepublic ~~may not be able to obtain additional funds to account for such shortfall on terms favorable to us or at all~~accountants. Any such shortfall would also reduce the amount of funds that we have available for working capital of the post-business combination company. While each anchor investor has represented to us that it has sufficient funds to satisfy its obligations under the respective forward purchase agreements, we have not obligated the anchor investors to reserve funds for such obligations.

19We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

~~Table~~We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley Act. 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 have our internal control procedures audited. A target business may not be in compliance with the provisions of ~~Contents~~the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls 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.

IfWe have filed a Registration Statement on Form 8-A with the ~~anchor~~SEC ~~investors~~to ~~purchase~~voluntarily ~~large~~register ~~amounts~~our ofsecurities ~~public~~under ~~shares~~Section 12 inof the ~~open~~Exchange ~~market~~Act. As a result, ~~they~~we ~~may~~are ~~attempt~~subject to ~~leverage~~the ~~their~~rules and ~~redemption~~regulations ~~rights~~promulgated inunder ~~order~~the toExchange ~~affect~~Act. ~~the~~We ~~outcome~~have no current intention of filing a ~~potential~~Form 15 ~~initial~~to ~~business~~suspend ~~combination~~our reporting or other obligations under the Exchange Act prior to the consummation of the Business Combination.

~~The~~Legal anchor investors have redemption rights with respect to any public shares they own, subject to the limitation that under the company’s amended and restated memorandum and articles of association 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 Exchange Act), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the public shares, without the prior consent of the company. If our management proposes an initial business combination of which some or all of the anchor investors are not in favor of, such anchor investors may decide to purchase public shares in the open market and seek to leverage their redemption rights to influence whether such business combination is consummated. This could result in our having to negotiate for more favorable terms for the anchor investors, which could jeopardize our ability to successfully consummate an initial business combination. See “—In evaluating a prospective target business for our initial business combination, our management may consider the availability of all of the funds from the sale of the forward purchase securities, which may be used as part of the consideration to the sellers in the initial business combination. If the sale of some or all of the forward purchase securities fails to close, we may lack sufficient funds to consummate our initial business combination.”Proceedings

~~The~~There ~~ability~~is ofno ~~our~~material ~~public~~litigation, ~~shareholders~~arbitration toor ~~redeem~~governmental ~~their~~proceeding ~~shares~~currently ~~for~~pending ~~cash~~against ~~may~~us ~~make~~or ~~our~~any ~~financial~~members ~~condition~~of ~~unattractive~~our tomanagement ~~potential~~team ~~business~~in ~~combination~~their ~~targets,~~capacity ~~which~~as ~~may make it difficult for us to enter into a business combination with a target~~such.

We may seek to enter into a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.17

~~The~~Table ~~ability~~ of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.Contents

At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the ClassItem ~~B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination~~1A. InRisk addition, the amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.Factors

20Risk Factor Summary

~~Table~~We are providing the following summary of ~~Contents~~the risk factors to enhance the readability and accessibility of our risk factor disclosures. We encourage you to carefully review the full risk factors discussed below in their entirety for additional information. Some of the factors that could materially and adversely affect our business, financial condition, results of operations or prospects include:

~~The~~● ~~ability~~Our ~~of our~~ public shareholders tomay ~~exercise~~not ~~redemption~~be ~~rights~~afforded ~~with~~an ~~respect~~opportunity to vote on our proposed initial business combination, and even if we hold a ~~large~~vote, ~~number~~holders of our founder shares ~~could~~will ~~increase~~participate ~~the~~in ~~probability~~such ~~that~~vote, ~~our~~which ~~initial~~means ~~business~~we ~~combination~~may ~~would~~complete beour ~~unsuccessful~~initial ~~and~~business ~~that~~combination ~~you~~even ~~would~~though ~~have~~a tomajority ~~wait~~of ~~for~~our ~~liquidation~~public inshareholders ~~order~~do tonot ~~redeem~~support ~~your~~such ~~shares~~a combination.

If● ~~our~~Your ~~initial~~only ~~business~~opportunity ~~combination agreement requires us~~ to ~~use~~effect ayour ~~portion~~investment ofdecision ~~the~~regarding ~~cash in the trust account to pay the purchase price, or requires us to have~~ a ~~minimum~~potential ~~amount of cash at closing, the probability that our initial~~ business combination ~~would~~may be ~~unsuccessful~~limited is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to ~~sell your shares in~~ the ~~open~~exercise market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of ~~funds expected in connection with~~ your ~~exercise~~right ~~of redemption rights until we liquidate or you are able~~ to ~~sell~~redeem your shares infrom ~~the~~us ~~open~~for ~~market~~cash.

● The ~~requirement~~recent ~~that~~COVID-19 wepandemic ~~complete~~and ~~our initial business combination within 24 months after~~ the ~~closing~~impact ofon ~~our initial public offering may give potential target businesses leverage over us in negotiating a~~ business ~~combination~~ and ~~may~~debt ~~limit~~and ~~the~~equity ~~time~~markets wecould have ina ~~which~~material toadverse ~~conduct~~effect ~~due~~on ~~diligence~~our onsearch ~~potential~~for a business combination ~~targets~~, inand ~~particular~~any astarget webusiness ~~approach~~with ~~our dissolution deadline,~~ which ~~could~~we ~~undermine~~ultimately ~~our ability to~~ complete ~~our~~a ~~initial~~ business combination ~~on terms that would produce value for our shareholders~~.

~~Any~~● ~~potential~~If ~~target business with which~~ we ~~enter~~seek ~~into~~shareholder ~~negotiations~~approval ~~concerning a business combination will be aware that we must complete our initial business combination within 24 months from the closing~~ of our initial ~~public offering. Consequently, such target~~ business ~~may obtain leverage over us in negotiating a business~~ combination, ~~knowing that if we do not complete~~ our initial ~~business~~shareholders ~~combination~~and ~~with~~management ~~that~~team ~~particular~~have ~~target~~agreed ~~business,~~to wevote ~~may~~in befavor ~~unable~~of tosuch ~~complete our~~ initial business combination ~~with any target business. This risk will increase as we get closer to the timeframe described above. In addition~~, weregardless ~~may~~of ~~have~~how ~~limited time to conduct due diligence and may enter into~~ our ~~initial~~public ~~business~~shareholders ~~combination on terms that we would have rejected upon a more comprehensive investigation~~vote.

We● ~~may~~In ~~not~~evaluating bea ~~able~~prospective totarget ~~complete~~business for our initial business combination, ~~within~~our 24management ~~months~~may ~~after~~consider the ~~closing~~availability of ~~our~~all ~~initial~~of ~~public~~the ~~offering,~~funds infrom ~~which~~the ~~case~~sale weof ~~would~~the ~~cease~~forward ~~all~~purchase ~~operations~~shares, ~~except~~which ~~for~~may ~~the~~be ~~purpose~~used as part of ~~winding~~the upconsideration ~~and~~to wethe ~~would~~sellers ~~redeem~~in ~~our~~the ~~public~~initial ~~shares~~business ~~and~~combination. ~~liquidate,~~If inthe ~~which~~sale ~~case~~of ~~our~~some ~~public~~or ~~shareholders~~all ~~may~~of ~~only~~the ~~receive~~forward ~~$10.00~~purchase ~~per~~shares ~~share,~~fails orto ~~less~~close, ~~than~~we ~~such~~may ~~amount~~lack insufficient ~~certain~~funds ~~circumstances,~~to ~~and~~consummate our ~~warrants~~initial ~~will~~business ~~expire worthless~~combination.

We● ~~may~~The ~~not~~recent beCOVID-19 ~~able~~pandemic ~~to find a suitable target business~~ and ~~complete our initial business combination within 24 months after~~ the ~~closing~~impact ofon ~~our initial public offering. Our ability to complete our initial~~ business ~~combination may be negatively impacted by general market conditions, volatility in the capital~~ and debt ~~markets~~ and ~~the~~equity ~~other~~markets ~~risks described herein. For example, the COVID-19 outbreak~~ could ~~limit~~have ~~our ability to complete our initial business combination, including as~~ a ~~result~~material ofadverse ~~increased~~effect ~~market volatility, decreased market liquidity and third-party financing being unavailable~~ on ~~terms~~our ~~acceptable~~search tofor ~~us or at all. Additionally, the outbreak of COVID-19 and other events (such as terrorist attacks, natural disasters or~~ a ~~significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire. If we have not completed our initial~~ business combination ~~within such time period~~, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) ~~and~~target ~~(iii) as~~business ~~promptly~~with 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, in which ~~case~~we ~~our~~ultimately ~~public~~complete ~~shareholders~~a ~~may~~business ~~only receive $10~~combination.~~00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.~~

21● If the anchor investors purchase large amounts of public shares in the open market, they may attempt to leverage their redemption rights in order to affect the outcome of a potential initial business combination.

~~Table~~● The ability of ~~Contents~~our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

If● weThe ~~seek~~ability ~~shareholder approval~~ of our ~~initial~~public ~~business combination, our sponsor, initial~~ shareholders, ~~directors,~~to ~~officers,~~exercise ~~advisors~~redemption ~~and~~rights ~~their~~with ~~affiliates~~respect ~~may elect~~ to ~~purchase~~a ~~shares~~large ornumber ~~public~~of ~~warrants~~our ~~from~~shares ~~public~~may ~~shareholders,~~not ~~which~~allow ~~may~~us ~~influence~~to acomplete ~~vote~~the onmost adesirable ~~proposed~~ business combination ~~and~~or ~~reduce~~optimize ~~the public “float” of~~ our ~~Class A~~capital ~~ordinary shares~~structure.

If● weThe ~~seek~~ability ~~shareholder approval~~ of our ~~initial~~public ~~business~~shareholders ~~combination~~to ~~and~~exercise weredemption dorights ~~not conduct redemptions in connection~~ with ~~our~~respect ~~initial business combination pursuant~~ to ~~the~~a ~~tender~~large ~~offer~~number ~~rules,~~of our ~~sponsor, directors, officers, advisors or their affiliates may purchase~~ shares orcould ~~public~~increase ~~warrants in privately negotiated transactions or in~~ the ~~open~~probability ~~market~~that ~~either prior to or following the completion of~~ our initial business combination, ~~although~~would ~~they~~be ~~are~~unsuccessful under no obligation to do so. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and ~~Nasdaq~~that ~~rules.~~you ~~However,~~would ~~they~~ have ~~no current commitments, plans or intentions~~ to ~~engage~~wait ~~in such transactions and have not formulated any terms or conditions~~ for ~~any~~liquidation ~~such transactions. None of the funds~~ in ~~the~~order ~~trust account will be used~~ to ~~purchase~~redeem ~~shares~~your ~~or public warrants in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our~~ shares~~, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights~~.

In● ~~the~~The ~~event~~requirement that ~~our~~we ~~sponsor,~~complete ~~directors,~~our ~~officers,~~initial ~~advisors~~business orcombination ~~their~~within ~~affiliates~~24 ~~purchase~~months ~~shares~~after inthe ~~privately~~closing ~~negotiated~~of ~~transactions~~our ~~from~~initial public ~~shareholders~~offering ~~who~~may ~~have~~give ~~already~~potential ~~elected~~target tobusinesses ~~exercise~~leverage ~~their~~over ~~redemption~~us ~~rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares~~ in ~~favor~~negotiating ofa ~~the~~ business combination and ~~thereby~~may ~~increase~~limit the ~~likelihood~~time ofwe ~~obtaining~~have ~~shareholder approval of the business combination or to satisfy a closing condition~~ in anwhich ~~agreement with a target that requires us~~ to ~~have~~conduct adue ~~minimum~~diligence ~~net~~on ~~worth~~potential orbusiness acombination ~~certain~~targets, ~~amount~~in ofparticular ~~cash~~as atwe ~~the~~approach ~~closing of~~ our ~~initial~~dissolution ~~business combination~~deadline, ~~where~~which ~~it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants~~ could beundermine toour ~~reduce~~ability ~~the number of public warrants outstanding or~~ to ~~vote~~complete ~~such warrants on any matters submitted to the warrantholders for approval in connection with~~ our initial business combination. ~~Any~~on ~~such~~terms ~~purchases of our securities may result in the completion of our initial business combination~~ that ~~may~~would ~~not~~produce ~~otherwise~~value have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Item 1. 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~~.

In● ~~addition,~~We ifmay ~~such~~not ~~purchases~~be ~~are~~able ~~made,~~to ~~the~~complete ~~public~~our ~~“float”~~initial business combination within 24 months after the closing of our ~~Class A~~initial ~~ordinary~~public ~~shares~~offering, orin ~~public~~which ~~warrants~~case ~~and~~we would cease all operations except for the ~~number~~purpose of ~~beneficial~~winding ~~holders~~up ofand we would redeem our ~~securities~~public ~~may~~shares beand ~~reduced~~liquidate, ~~possibly~~in ~~making~~which itcase ~~difficult~~our topublic ~~obtain~~shareholders ormay ~~maintain~~only ~~the~~receive ~~quotation,~~$10.00 ~~listing~~per share, or ~~trading~~less ofthan ~~our~~such ~~securities~~amount onin acertain ~~national~~circumstances, ~~securities~~and ~~exchange~~our warrants will expire worthless.

If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.18

WeTable will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, 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 to deliver their shares to our transfer agent electronically 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. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. See “Item I. Business—Delivering Share Certificates in Connection with the Exercise of Redemption Rights.”Contents

22● If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.

~~Table~~● If a shareholder fails to receive notice of ~~Contents~~our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

● You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

~~Our~~● ~~public~~You ~~shareholders~~are ~~will~~not be entitled to ~~receive~~protections ~~funds~~normally ~~from~~afforded ~~the trust account only upon the earliest~~ to ~~occur~~investors of: ~~(i) our~~many completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other ~~material~~blank ~~provisions~~check relating to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of our public shares if we do not complete an initial business combination within 24 months from the closing of our initial public offering, subject to applicable law and as further described hereincompanies. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

~~You~~● ~~are~~If the net proceeds of the initial public offering and the sale of the private placement warrants not ~~entitled~~being held in the trust account are insufficient to ~~protections~~allow ~~normally~~us ~~afforded~~to operate for the 24 months following the closing of the initial public offering, it could limit the amount available to ~~investors~~fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of ~~many~~our ~~other~~management ~~blank~~team ~~check~~to ~~companies~~fund our search and to complete our initial business combination.

~~Since~~● ~~the~~Subsequent ~~net~~to ~~proceeds of~~ our ~~initial~~completion ~~public offering and the sale~~ of ~~the~~our ~~private placement warrants are intended to be used to complete an~~ initial business combination ~~with a target business that has not been selected~~, we may be ~~deemed~~required to betake awrite-downs ~~“blank~~or ~~check” company under the United States securities laws. However~~write-offs, ~~because~~restructuring ~~we will have net tangible assets in excess of $5,000,000 as of the completion of our initial public offering~~ and ~~the~~impairment sale of the private placement warrants and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors are afforded the benefits or ~~protections of those rules. Among~~ other ~~things,~~charges ~~this~~that ~~means~~could ~~our units were immediately tradable and we~~ have a ~~longer~~significant ~~period~~negative ofeffect ~~time~~on ~~to complete~~ our ~~initial~~financial ~~business combination than do companies subject to Rule 419. Moreover~~condition, ifresults ~~our initial public offering were subject to Rule 419, that rule have prohibited the release~~ of ~~any~~operations ~~interest earned on funds held in the trust account to us unless~~ and ~~until~~our ~~the~~share ~~funds~~price, inwhich ~~the~~could ~~trust~~cause ~~account~~you ~~were released~~ to uslose insome ~~connection~~or ~~with~~all ~~our completion~~ of anyour ~~initial business combination~~investment.

~~Because~~● ofWe ~~our~~have ~~limited~~identified ~~resources~~a ~~and~~material ~~the~~weakness ~~significant~~in ~~competition~~our ~~for~~internal ~~business~~control ~~combination~~over ~~opportunities,~~financial itreporting ~~may~~as beof ~~more~~December ~~difficult~~31, ~~for~~2021. usIf towe ~~complete~~are ~~our~~unable ~~initial~~to ~~business~~develop ~~combination.~~and Ifmaintain wean doeffective ~~not~~system ~~complete~~of ~~our~~internal ~~initial~~control ~~business~~over ~~combination~~financial reporting, ~~our~~we ~~public shareholders~~ may ~~receive~~not ~~only~~be ~~their~~able ~~pro~~to ~~rata~~accurately ~~portion~~report ofour ~~the~~financial ~~funds~~results in ~~the~~a ~~trust~~timely ~~account~~manner, ~~that~~which ~~are~~may ~~available~~adversely ~~for~~affect ~~distribution~~investor toconfidence ~~public~~in ~~shareholders,~~us and materially and adversely affect our ~~warrants~~business ~~will~~and ~~expire~~operating ~~worthless~~results.

We● ~~expect to encounter competition from other entities having a business objective similar to ours~~We, ~~including private investors (which may be individuals or investment partnerships), other blank check companies~~ and ~~other~~following ~~entities, domestic and international, competing for~~ the ~~types~~Business ~~of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting~~Combination, ~~directly or indirectly~~Perfect, ~~acquisitions~~may offace ~~companies~~litigation ~~operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human~~ and other ~~resources~~risks toas ~~ours~~a orresult ~~more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those~~ of ~~many of these competitors. While we believe there are numerous target businesses we could potentially acquire with~~ the ~~net~~material ~~proceeds~~weakness ofin our ~~initial~~internal ~~public~~control ~~offering~~over ~~and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available~~ financial ~~resources~~reporting. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we do not complete our initial business combination, our public shareholders may receive

23● We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.

~~Table~~Risk ~~of Contents~~Factors

~~only~~An ~~their~~investment ~~pro~~in ~~rata~~our ~~portion~~securities involves a high degree of risk. You should consider carefully all of the ~~funds~~risks indescribed below, together with the ~~trust~~other ~~account~~information ~~that~~contained ~~are~~in ~~available~~this ~~for~~Annual ~~distribution~~Report, before making a decision to ~~public~~invest ~~shareholders~~in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our ~~warrants~~securities ~~will~~could ~~expire~~decline, ~~worthless~~and you could lose all or part of your investment.

IfRisks ~~the~~Relating ~~net~~to ~~proceeds of~~ our ~~initial~~Search ~~public~~for, ~~offering~~Consummation ~~and the sale~~ of, ~~the~~or ~~private~~Ability ~~placement warrants not being held in the trust account are insufficient~~ to ~~allow us to operate for at least the next 24 months~~Consummate, ~~it could limit the amount available to fund our search for~~ a ~~target~~Business ~~business~~Combination ~~or businesses~~ and ~~complete~~Post-Business ~~our~~Combination ~~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.~~Risks

The funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the next 24 months, assuming that our initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through our initial public offering and potential loans from certain of our affiliates are ~~discussed~~a inblank ~~the~~check ~~section~~company ofwith ~~this~~no ~~Annual~~operating ~~Report~~history ~~titled “Item 7. Management’s Discussion~~ and ~~Analysis~~no ~~of Financial Condition and Results of Operations.” However~~revenues, ~~our affiliates are not obligated to make loans to us in the future,~~ and weyou ~~may~~have ~~not~~no bebasis ~~able~~on towhich ~~raise additional financing from unaffiliated parties necessary~~ to ~~fund~~evaluate our ~~expenses. Any such event in the future may negatively impact the analysis regarding our~~ ability to ~~continue~~achieve asour abusiness ~~going concern at such time~~objective.

OfWe ~~the~~are ~~net~~a ~~proceeds~~blank ofcheck ~~our~~company ~~initial~~incorporated ~~public~~under ~~offering,~~ the ~~sale~~laws of the ~~private~~Cayman ~~placement~~Islands ~~warrants~~with ~~and~~no ~~the~~operating ~~sale of the forward purchase securities~~results, ~~only~~and ~~$1,000,000~~we ~~are~~will ~~available~~not tocommence usoperations ~~initially~~until ~~outside~~obtaining ~~the~~funding ~~trust~~through ~~account to fund~~ our ~~working capital requirements. We believe that, upon closing of our~~ initial public offering,. ~~the~~Because ~~funds~~we ~~available~~lack toan usoperating ~~outside~~history, ofyou ~~the~~have ~~trust~~no ~~account~~basis ~~will~~upon bewhich ~~sufficient~~ to ~~allow~~evaluate ~~us to operate for at least the next 24 months; however, we cannot assure you that~~ our ~~estimate~~ability ~~is accurate. Of the funds available~~ to ~~us,~~achieve weour ~~could~~business ~~use~~objective ~~a portion~~ of ~~the~~completing ~~funds available to us to pay fees to consultants to assist us with~~ our ~~search~~initial ~~for a target~~ business combination. We ~~could~~have ~~also use a portion of the funds as a down payment or to fund a “~~no~~-shop”~~ ~~provision~~plans, (aarrangements ~~provision in letters of intent~~ or ~~merger~~understandings ~~agreements designed to keep target businesses from “shopping” around for transactions~~ with ~~other~~any ~~companies~~prospective ~~or investors on terms more favorable to such~~ target ~~businesses)~~business ~~with~~concerning ~~respect to~~ a ~~particular proposed~~ business combination, ~~although~~and wemay dobe ~~not~~unable ~~have~~to ~~any~~complete ~~current~~our ~~intention~~initial tobusiness ~~do so~~combination. If we ~~entered~~fail ~~into a letter of intent or merger agreement where we paid for the right~~ to ~~receive~~complete ~~exclusivity~~our ~~from~~initial ~~a target~~ business ~~and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise)~~combination, we ~~might~~will ~~not~~never ~~have~~generate ~~sufficient~~any ~~funds~~operating ~~to continue searching for, or conduct due diligence with respect to, a target business~~revenues.

In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we do not complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.19

24Table of Contents

~~Table~~Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of ~~Contents~~our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.

~~Subsequent~~We may choose not to ~~our~~hold ~~completion~~a ofshareholder vote to approve our initial business combination, weunless ~~may~~the bebusiness ~~required~~combination towould ~~take~~require ~~write-downs~~shareholder approval under applicable law or ~~write-offs~~stock exchange listing requirements. In such case, ~~restructuring~~the ~~and~~decision ~~impairment~~as to whether we will seek shareholder approval of a proposed business combination or ~~other~~will ~~charges~~allow ~~that~~shareholders ~~could~~to ~~have~~sell their shares to us in a ~~significant~~tender ~~negative~~offer ~~effect~~will onbe made by us, solely in our ~~financial~~discretion, ~~condition~~and will be based on a variety of factors, ~~results~~such as the timing of ~~operations~~the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our ~~share~~founder ~~price~~shares will participate in the vote on such approval. Accordingly, ~~which~~we ~~could~~may ~~cause~~complete ~~you~~our toinitial ~~lose~~business ~~some~~combination oreven ~~all~~if holders of ~~your~~a ~~investment~~majority of our ordinary shares do not approve of the business combination we complete. Please see the section entitled “Item I. Business—Shareholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.”

~~Even~~Your ifonly weopportunity conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular target business, that it would be possible to ~~uncover~~effect ~~all~~your ~~material~~investment ~~issues~~decision ~~through~~regarding a ~~customary~~potential ~~amount of due diligence, or that factors outside of the target~~ business ~~and~~combination ~~outside of our control will not later arise. As a result of these factors, we~~ may be ~~forced~~limited to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the ~~fact~~exercise ~~that we report charges~~ of ~~this~~your ~~nature~~right ~~could contribute~~ to ~~negative~~redeem ~~market~~your ~~perceptions~~shares ~~about~~from us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omissioncash.

IfAt ~~third~~the ~~parties~~time ~~bring~~of ~~claims~~your ~~against~~investment in us, you will not be provided with an opportunity to evaluate the ~~proceeds~~specific ~~held~~merits inor risks of our initial business combination. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the ~~trust~~right ~~account~~or ~~could~~opportunity beto ~~reduced~~vote ~~and~~on the ~~per-share~~business ~~redemption~~combination, ~~amount~~unless ~~received~~we byseek ~~shareholders~~such shareholder vote. Accordingly, your only opportunity to effect your investment decision regarding our initial business combination may be ~~less~~limited ~~than~~to ~~$10.00~~exercising ~~per~~your ~~share~~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.

~~Our~~The ~~placing~~recent ofCOVID-19 ~~funds~~pandemic inand the ~~trust~~impact ~~account~~on ~~may~~business ~~not~~and ~~protect~~debt ~~those~~and ~~funds~~equity ~~from~~markets ~~third~~could ~~party~~have ~~claims~~a ~~against~~material ~~us.~~adverse ~~Although~~effect weon ~~will~~our ~~seek~~search tofor ~~have~~a ~~all~~business ~~vendors~~combination, ~~service~~and ~~providers,~~any ~~prospective~~ target ~~businesses~~business ~~and other entities~~ with which we doultimately ~~business~~complete execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a ~~claim~~business ~~against our assets, including the funds held in the trust account~~combination. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. Marcum LLP, our independent registered public accounting firm, and the underwriters of our initial public offering will not execute agreements with us waiving such claims to the monies held in the trust account.

~~Examples~~In ofDecember ~~possible~~2019, ~~instances~~a ~~where~~respiratory weillness ~~may~~caused ~~engage~~by a ~~third~~novel ~~party~~strain ~~that~~of ~~refuses~~coronavirus, toSARS-CoV2, ~~execute~~causing ~~a waiver include~~ the ~~engagement~~Coronavirus ofDisease a2019, ~~third~~also ~~party~~known ~~consultant~~as ~~whose~~COVID-19 ~~particular~~or ~~expertise~~coronavirus, oremerged. ~~skills~~On ~~are~~January ~~believed~~30, by2020, ~~management~~the toWorld beHealth ~~significantly~~Organization ~~superior~~declared tothe ~~those~~outbreak of ~~other~~the ~~consultants~~coronavirus ~~that~~disease ~~would~~(COVID-19) ~~agree~~a to“Public ~~execute~~Health aEmergency ~~waiver~~of orInternational inConcern.” ~~cases~~On ~~where~~January ~~management~~31, is2020, ~~unable~~the toU.S. ~~find~~Department aof ~~service~~Health ~~provider~~and ~~willing~~Human toServices ~~execute~~declared a ~~waiver.~~public Inhealth ~~addition,~~emergency ~~there~~for isthe noUnited ~~guarantee~~States ~~that such entities will agree~~ to ~~waive~~aid ~~any claims they may have in~~ the ~~future as a result of~~U.S., orand ~~arising~~on ~~out~~March of11, ~~any negotiations~~2020, ~~contracts~~the orWorld ~~agreements~~Health ~~with~~Organization uscharacterized ~~and will not seek recourse against~~ the ~~trust~~COVID-19 ~~account~~outbreak ~~for~~as ~~any~~a ~~reason~~“pandemic.”

~~Upon~~The ~~redemption~~COVID-19 ofpandemic ~~our~~has ~~public shares~~resulted, ifand weother doinfectious ~~not~~diseases ~~complete~~could ~~our initial business combination within the prescribed timeframe~~result, orin ~~upon the exercise of~~ a ~~redemption~~widespread ~~right~~health incrisis ~~connection~~that ~~with~~has ~~our~~and ~~initial~~could ~~business~~continue ~~combination, we will be required~~ to ~~provide~~adversely ~~for~~affect ~~payment of claims of creditors that were not waived that may be brought against us within~~ the 10economies ~~years~~and ~~following~~financial ~~redemption.~~markets ~~Accordingly~~worldwide, ~~the~~which ~~per-share~~may ~~redemption~~delay ~~amount~~or ~~received~~prevent ~~by public shareholders could be less than~~ the ~~$10.00~~consummation ~~per~~of ~~public share initially held in~~ the ~~trust~~Business ~~account~~Combination, ~~due~~and tothe ~~claims~~business of ~~such~~Perfect ~~creditors.~~or ~~Pursuant~~Perfect tofollowing the ~~Letter~~Proposed ~~Agreement,~~Transactions ~~our~~could ~~sponsor has agreed that it will~~ be ~~liable~~materially ~~to us if~~ and toadversely ~~the~~affected. The extent ~~any~~of ~~claims~~such byimpact awill ~~third~~depend ~~party~~on ~~for~~future ~~services rendered or products sold to us~~developments, ~~or a prospective target business with~~ which weare ~~have~~highly ~~entered~~uncertain ~~into~~and acannot ~~written~~be ~~letter of intent~~predicted, ~~confidentiality~~including ornew ~~other~~information ~~similar~~which ~~agreement~~may oremerge ~~business~~concerning ~~combination agreement, reduce~~ the ~~amount~~severity of ~~funds~~COVID-19 ~~in the trust account to below the lesser of (i) $10.00 per public share~~ and ~~(ii)~~ the ~~actual~~actions ~~amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due~~ to ~~reductions~~contain inCOVID-19 ~~the~~or ~~value~~treat ofits ~~the trust assets~~impact, ~~less~~among ~~taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed~~others.

25The disruptions posed by COVID-19 have continued, and other matters of global concern may continue, for an extensive period of time, and Provident’s and Perfect’s ability to consummate the Business Combination and Perfect’s financial condition and results of operations following the Proposed Transactions may be materially adversely affected. Each of Provident and Perfect may also incur additional costs due to delays caused by COVID-19, which could adversely affect Perfect’s financial condition and results of operations.

~~Table of Contents~~20

aTable ~~waiver~~ of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.Contents

~~Our~~If ~~directors~~we ~~may~~seek ~~decide~~shareholder ~~not~~approval toof ~~enforce~~our ~~the~~initial ~~indemnification~~business ~~obligations~~combination, of our ~~sponsor,~~initial ~~resulting~~shareholders inand amanagement ~~reduction~~team inhave ~~the~~agreed ~~amount~~to ofvote ~~funds~~ in ~~the~~favor ~~trust~~of ~~account~~such ~~available~~initial ~~for~~business ~~distribution~~combination, toregardless of how our public shareholders vote.

InOur ~~the~~initial ~~event~~shareholders ~~that~~will ~~the~~own ~~proceeds~~20% inof ~~the~~our ~~trust~~issued ~~account~~and ~~are~~outstanding ~~reduced~~ordinary ~~below~~shares immediately following the ~~lesser~~completion of ~~(i) $10.00~~our ~~per~~initial ~~share~~public ~~and~~offering (~~ii) the~~assuming ~~actual~~our ~~amount~~initial ~~per~~shareholders ~~public~~do ~~share~~not ~~held~~purchase any units in ~~the~~our ~~trust~~initial ~~account~~public asoffering). ofOur ~~the~~initial ~~date~~shareholders ofand ~~the~~management ~~liquidation~~team ofalso ~~the~~may ~~trust~~from ~~account~~time ifto ~~less~~time ~~than~~purchase ~~$10.00~~Class A ~~per~~ordinary ~~share~~shares ~~due~~prior to ~~reductions~~our ininitial ~~the~~business ~~value~~combination. ofOur ~~the~~amended ~~trust~~and ~~assets,~~restated inmemorandum ~~each~~and ~~case~~articles ~~less~~of ~~taxes~~association ~~payable~~provides that, ~~and~~if ~~our~~we ~~sponsor~~seek ~~asserts~~shareholder ~~that~~approval itof isan ~~unable~~initial tobusiness ~~satisfy~~combination, ~~his~~such ~~obligations~~initial orbusiness ~~that~~combination hewill ~~has~~be noapproved ~~indemnification~~if ~~obligations~~we ~~related~~receive toan aordinary ~~particular~~resolution ~~claim,~~under ~~our~~Cayman ~~independent~~Islands ~~directors~~law, ~~would~~which ~~determine~~requires ~~whether~~the toaffirmative ~~take~~vote ~~legal~~of ~~action~~a ~~against~~majority ~~our~~of ~~sponsor~~the toshareholders ~~enforce~~who ~~its~~attend ~~indemnification~~and ~~obligations.~~vote ~~While~~at wea ~~currently~~general ~~expect~~meeting ~~that~~of ~~our~~the ~~independent~~company, ~~directors~~including ~~would~~the ~~take~~founder ~~legal~~shares. ~~action~~As ona ~~our~~result, ~~behalf~~in ~~against~~addition to our ~~sponsor~~initial toshareholders’ ~~enforce~~founder ~~its~~shares, ~~indemnification~~we ~~obligations~~would toneed us8,625,001, itor is37.5%, ~~possible~~of ~~that~~the ~~our~~23,000,000 ~~independent~~public ~~directors~~shares sold in ~~exercising~~our ~~their~~initial ~~business~~public ~~judgment~~offering ~~and subject~~ to ~~their~~be ~~fiduciary~~voted ~~duties~~in ~~may~~favor ~~choose~~of ~~not~~an toinitial dobusiness socombination in ~~any~~order ~~particular~~to ~~instance~~have ~~if,~~our ~~for~~initial ~~example,~~business ~~the~~combination ~~cost~~approved. ofAccordingly, ~~such~~if ~~legal~~we ~~action~~seek isshareholder ~~deemed~~approval byof ~~the~~our ~~independent~~initial ~~directors~~business tocombination, ~~be too high relative to~~ the ~~amount~~agreement ~~recoverable~~by orour ifinitial ~~the~~shareholders ~~independent~~and ~~directors~~management ~~determine~~team ~~that~~to avote ~~favorable~~in ~~outcome~~favor isof ~~not likely. If~~ our ~~independent~~initial ~~directors~~business ~~choose~~combination ~~not~~will toincrease ~~enforce~~the ~~these~~likelihood ~~indemnification~~that ~~obligations,~~we ~~the~~will ~~amount~~receive ofan ~~funds~~ordinary inresolution, being the ~~trust~~requisite ~~account~~shareholder ~~available~~approval for ~~distribution~~such toinitial ~~our~~business ~~public shareholders may be reduced below $10~~combination.~~00 per share.~~

WeIn evaluating a prospective target business for our initial business combination, our management may ~~not~~consider ~~have~~the ~~sufficient~~availability of all of the funds from the sale of the forward purchase shares, which may be used as part of the consideration to ~~satisfy~~the ~~indemnification~~sellers ~~claims~~in the initial business combination. If the sale of some or all of the forward purchase shares fails to close, we may lack sufficient funds to consummate our ~~directors~~initial ~~and~~business ~~officers~~combination.

We have ~~agreed~~entered tointo ~~indemnify~~forward ~~our~~purchase ~~officers~~agreements ~~and~~pursuant ~~directors~~ to which the ~~fullest~~anchor ~~extent~~investors, ~~permitted~~including byan ~~law.~~affiliate ~~However,~~of our ~~officers~~sponsor, ~~and directors~~ have agreed to ~~waive~~purchase ~~any~~an ~~right~~aggregate of 5,500,000 ~~title~~forward purchase shares plus 2,750,000 ~~interest~~redeemable warrants for a purchase price of $10.00 per forward purchase share, or ~~claim~~$55,000,000 in the aggregate, in a private placement to close concurrently with our initial business combination. The funds from the sale of ~~any~~forward ~~kind~~purchase securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or tofor ~~any~~working ~~monies~~capital in the ~~trust~~post-transaction ~~account~~company. ~~and~~The toobligations under the forward purchase agreements do not ~~seek~~depend ~~recourse~~on ~~against~~whether any public shareholders elect to redeem their shares and provide us with a minimum funding level for the ~~trust~~initial ~~account~~business combination. However, if the sale of the forward purchase securities does not close for any reason, ~~whatsoever~~including by reason of the failure by some or all of the anchor investors to fund the purchase price for their forward purchase securities, for example, we may lack sufficient funds to consummate our initial business combination. ~~Accordingly~~Additionally, ~~any~~each ~~indemnification~~anchor ~~provided~~investor’s ~~will~~obligation beto ~~able~~purchase the forward purchase securities are subject to betermination ~~satisfied~~prior to the closing of the sale of the forward purchase securities by usmutual ~~only~~written ifconsent of the company and each anchor investor, or, automatically: (i) weif ~~have~~our ~~sufficient~~initial ~~funds~~public ~~outside~~offering ofis ~~the~~not ~~trust~~consummated ~~account~~prior orto June 30, 2021; (ii) weif ~~consummate~~our an initial business combination. ~~Our~~is ~~obligation~~not toconsummated ~~indemnify~~within 24 months from the closing of our ~~officers~~initial ~~and~~public ~~directors~~offering ~~may~~or ~~discourage~~such longer period as approved by our shareholders ~~from~~or ~~bringing~~mutually aagreed ~~lawsuit~~by ~~against~~us and the anchor investors; or (iii) if our ~~officers~~sponsor or ~~directors~~the company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for ~~breach~~business or property of ~~their~~our ~~fiduciary~~sponsor ~~duty~~or the company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment. ~~These~~The ~~provisions~~anchor ~~also~~investors’ ~~may~~obligations to purchase their forward purchase securities are subject to fulfillment of customary closing conditions, including the following: (i) our initial business combination must be consummated substantially concurrently with, and immediately following, the purchase of forward purchase securities; and (ii) the company must have delivered to the ~~effect~~anchor investors a certificate evidencing the company’s good standing as a Cayman Islands exempted company, as of ~~reducing~~a date within ten (10) business days of the ~~likelihood~~closing of ~~derivative~~the ~~litigation~~sale ~~against~~of ~~our~~forward ~~officers~~purchase ~~and~~securities. ~~directors,~~In ~~even~~the ~~though~~event of any such failure to fund by an ~~action~~anchor investor, ifany ~~successful,~~obligation ~~might~~is ~~otherwise~~so ~~benefit~~terminated usor any such condition is not satisfied and ~~our~~not ~~shareholders.~~waived ~~Furthermore,~~by aan ~~shareholder’s~~anchor ~~investment~~investor, we may not be ~~adversely~~able ~~affected~~to obtain additional funds to account for such shortfall on terms favorable to us or at all. Any such shortfall would also reduce the ~~extent~~amount of funds that we ~~pay~~have ~~the~~available ~~costs~~for working capital of ~~settlement~~the ~~and~~post-business ~~damage~~combination ~~awards~~company. ~~against~~While ~~our~~each ~~officers~~anchor ~~and~~investor ~~directors~~has ~~pursuant~~represented to ~~these~~us ~~indemnification~~that ~~provisions~~it has sufficient funds to satisfy its obligations under the respective forward purchase agreements, we have not obligated the anchor investors to reserve funds for such obligations.

If, ~~after we distribute~~ the ~~proceeds~~anchor ininvestors ~~the~~purchase ~~trust~~large ~~account~~amounts toof ~~our~~ public ~~shareholders,~~shares wein ~~file~~the aopen ~~bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed~~market, athey ~~bankruptcy court~~ may ~~seek~~attempt to ~~recover~~leverage ~~such~~their ~~proceeds,~~redemption ~~and~~rights ~~the~~in ~~members~~order ~~of our board of directors may be viewed as having breached their fiduciary duties~~ to ~~our~~affect ~~creditors, thereby exposing~~ the ~~members~~outcome of ~~our~~a ~~board~~potential ofinitial ~~directors~~business ~~and us to claims of punitive damages~~combination.

~~If,~~The ~~after~~anchor weinvestors ~~distribute~~have ~~the~~redemption ~~proceeds~~rights inwith ~~the~~respect ~~trust account~~ to ~~our~~any public ~~shareholders,~~shares wethey ~~file~~own, asubject ~~bankruptcy~~to orthe ~~insolvency~~limitation ~~petition~~that orunder anthe ~~involuntary~~company’s ~~bankruptcy~~amended orand ~~insolvency~~restated ~~petition~~memorandum isand ~~filed~~articles ~~against~~of usassociation that isa ~~not~~public ~~dismissed~~shareholder, ~~any~~together ~~distributions~~with ~~received~~any byaffiliate ~~shareholders~~of ~~could~~such beshareholder ~~viewed~~or ~~under~~any ~~applicable~~other ~~debtor/creditor~~person ~~and/or~~with ~~bankruptcy~~whom ~~laws~~such asshareholder ~~either~~is aacting ~~“preferential~~in ~~transfer”~~concert or as a “~~fraudulent conveyance.~~group” As(as adefined ~~result,~~under aSection 13 ~~bankruptcy~~of ~~court~~Exchange ~~could~~Act), ~~seek~~is torestricted ~~recover~~from ~~some~~redeeming orits ~~all~~shares ~~amounts~~with ~~received~~respect byto ~~our~~more ~~shareholders.~~than Inan ~~addition,~~aggregate ~~our board~~ of ~~directors~~15% ~~may be viewed as having breached its fiduciary duty to our creditors and/~~or ~~having~~more ~~acted~~of inthe ~~bad~~public ~~faith~~shares, ~~thereby~~without ~~exposing~~the ~~itself~~prior ~~and~~consent ~~us to claims~~ of ~~punitive~~the ~~damages,~~company. byIf ~~paying~~our ~~public~~management ~~shareholders~~proposes ~~from~~an ~~the~~initial ~~trust~~business ~~account~~combination ~~prior~~of towhich ~~addressing~~some ~~the~~or ~~claims~~all of ~~creditors.~~the

2621

Table of Contents

Ifanchor investors are not in favor of, ~~before~~such ~~distributing~~anchor ~~the~~investors ~~proceeds~~may decide to purchase public shares in the ~~trust~~open ~~account~~market and seek to leverage their redemption rights to influence whether such business combination is consummated. This could result in our ~~public~~having ~~shareholders~~to negotiate for more favorable terms for the anchor investors, wewhich ~~file~~could ajeopardize ~~bankruptcy~~our orability ~~insolvency~~to ~~petition~~successfully orconsummate an ~~involuntary~~initial ~~bankruptcy~~business orcombination. ~~insolvency~~See ~~petition~~“—In isevaluating ~~filed~~a ~~against~~prospective ustarget ~~that~~business isfor ~~not~~our ~~dismissed~~initial business combination, our management may consider the ~~claims~~availability of ~~creditors~~all inof ~~such~~the ~~proceeding~~funds ~~may~~from ~~have~~the ~~priority~~sale ~~over~~of the ~~claims~~forward purchase securities, which may be used as part of ~~our~~the ~~shareholders~~consideration ~~and~~to the ~~per-share~~sellers ~~amount~~in ~~that~~the ~~would~~initial ~~otherwise~~business becombination. ~~received~~If bythe ~~our~~sale ~~shareholders~~of insome ~~connection~~or ~~with~~all ~~our~~of ~~liquidation~~the forward purchase securities fails to close, we may belack ~~reduced~~sufficient funds to consummate our initial business combination.”

~~If,~~The ~~before~~ability ~~distributing~~of ~~the proceeds in the trust account to~~ our public shareholders, ~~we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject~~ to ~~applicable~~redeem ~~bankruptcy~~their ~~law,~~shares ~~and~~for cash may bemake ~~included in~~ our ~~bankruptcy~~financial ~~estate~~condition ~~and~~unattractive ~~subject~~ to ~~the~~potential ~~claims~~business ofcombination ~~third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account~~targets, ~~the~~which ~~per-share~~may ~~amount~~make ~~that~~it ~~would~~difficult ~~otherwise~~for beus ~~received~~to byenter ~~our~~into ~~shareholders~~a inbusiness ~~connection~~combination with ~~our~~a ~~liquidation may be reduced~~target.

~~Changes~~We inmay ~~laws~~seek to enter into a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or ~~regulations~~its owners, (ii) cash for working capital or aother ~~failure~~general corporate purposes or (iii) the retention of cash to ~~comply~~satisfy ~~with~~other ~~any~~conditions. ~~laws~~If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, ~~regulations~~as a result, ~~may~~would ~~adversely~~not ~~affect~~be ~~our~~able to proceed with the business combination. Furthermore, ~~including~~in no event will we redeem our ~~ability~~public shares in an amount that would cause our net tangible assets to ~~negotiate~~be ~~and~~less ~~complete~~than $5,000,001. Consequently, if accepting all properly submitted redemption requests would cause our ~~initial~~net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a condition as described above, we would not proceed with such redemption and the related business combination, and ~~results~~may instead search for an alternate business combination. Prospective targets will be aware of ~~operations~~these risks and, thus, may be reluctant to enter into a business combination transaction with us.

WeThe ~~are~~ability ~~subject~~of toour ~~laws~~public ~~and~~shareholders ~~regulations enacted by national, regional and local governments. In particular, we will be required~~ to ~~comply~~exercise ~~with~~redemption ~~certain~~rights ~~SEC and other legal requirements. Compliance~~ with, ~~and~~respect ~~monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time~~ to ~~time and those changes could have~~ a ~~material~~large ~~adverse~~number ~~effect~~of on our ~~business,~~shares ~~investments~~may ~~and~~not ~~results~~allow ofus ~~operations. In addition, a failure~~ to ~~comply~~complete ~~with~~the ~~applicable~~most ~~laws~~desirable ~~or regulations, as interpreted and applied, could have a material adverse effect on our~~ business, ~~including~~combination ~~our~~or ~~ability~~optimize ~~to negotiate and complete~~ our ~~initial~~capital ~~business combination, and results of operations~~structure.

IfAt the time we doenter into an agreement for our initial business combination, we will not ~~consummate~~know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination ~~within~~agreement 24requires ~~months~~us ~~from~~to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial ~~public~~business ~~offering~~combination. In addition, ~~our~~the ~~public~~amount ~~shareholders~~of ~~may~~the deferred underwriting commissions payable to the underwriters will not be ~~forced~~adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to ~~wait~~shareholders ~~beyond~~who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to 24reflect ~~months~~our ~~before~~obligation ~~redemption~~to ~~from~~pay the entire deferred underwriting commissions. The above considerations may limit our ~~trust~~ability ~~account~~to complete the most desirable business combination available to us or optimize our capital structure.

IfThe weability ~~do not consummate our initial business combination within 24 months from the closing~~ of our ~~initial~~ public ~~offering,~~shareholders ~~the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up~~ to ~~$100,000~~exercise ofredemption ~~interest~~rights towith ~~pay~~respect ~~dissolution expenses), will be used~~ to ~~fund~~a ~~the~~large ~~redemption~~number of our ~~public~~ shares, ascould ~~further~~increase ~~described herein. Any redemption of public shareholders from~~ the ~~trust~~probability 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 24 months from the closing of~~ our initial ~~public~~business ~~offering~~combination ~~before~~would ~~the~~be ~~redemption~~unsuccessful ~~proceeds of our trust account become available to them,~~ and ~~they~~that ~~receive~~you ~~the~~would ~~return of their pro rata portion of the proceeds from our trust account. We~~ have ~~no obligation~~ to ~~return~~wait ~~funds~~for ~~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~~order ~~where investors have sought~~ to redeem ~~their~~your ~~Class A ordinary~~ shares. ~~Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination.~~

~~Our~~If ~~shareholders~~our ~~may~~initial bebusiness ~~held~~combination ~~liable~~agreement ~~for~~requires ~~claims~~us byto ~~third~~use ~~parties~~a ~~against~~portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the ~~extent~~probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of ~~distributions~~the ~~received~~trust byaccount ~~them~~until ~~upon~~we ~~redemption~~liquidate the trust account. If you are in need of ~~their~~immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, 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 our22

27Table of Contents

~~Table~~The requirement that we complete our initial business combination within 24 months after the closing of ~~Contents~~our initial public offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

~~directors~~Any ~~and~~potential ~~officers~~target ~~who~~business ~~knowingly~~with ~~and~~which ~~willfully~~we ~~authorized~~enter orinto ~~permitted~~negotiations ~~any~~concerning ~~distribution~~a tobusiness combination will be ~~paid~~aware ~~out~~that we must complete our initial business combination within 24 months from the closing of our ~~share~~initial ~~premium~~public ~~account~~offering. ~~while~~Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we ~~were~~do not complete our initial business combination with that particular target business, we may be unable to ~~pay~~complete our ~~debts~~initial business combination with any target business. This risk will increase as ~~they~~we ~~fall~~get ~~due~~closer into the ~~ordinary~~timeframe ~~course~~described ofabove. ~~business~~In ~~would~~addition, bewe ~~guilty~~may ofhave anlimited ~~offence~~time to conduct due diligence and may beenter ~~liable~~into toour ainitial ~~fine~~business ofcombination ~~$18,292.68~~on ~~and~~terms tothat ~~imprisonment~~we ~~for~~would ~~five~~have ~~years~~rejected inupon ~~the~~a ~~Cayman~~more ~~Islands~~comprehensive investigation.

We may not ~~hold~~be anable ~~annual~~to ~~general~~complete ~~meeting~~our ofinitial ~~shareholders~~business ~~until~~combination within 24 months after the ~~consummation~~closing of our initial ~~business~~public ~~combination~~offering, in which ~~could~~case ~~delay~~we ~~the~~would ~~opportunity~~cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders tomay ~~appoint~~only ~~directors~~receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

InWe ~~accordance~~may ~~with~~not ~~Nasdaq~~be ~~corporate~~able ~~governance~~to ~~requirements,~~find wea ~~are~~suitable ~~not~~target ~~required~~business toand ~~hold~~complete anour ~~annual~~initial ~~general~~business ~~meeting~~combination ~~until~~within no24 months ~~later~~after ~~than~~the ~~one~~closing ~~year~~of ~~after~~ our ~~first~~initial ~~fiscal~~public ~~year~~offering. ~~end~~Our ~~following~~ability to complete our ~~listing~~initial onbusiness ~~Nasdaq.~~combination ~~There~~may isbe nonegatively ~~requirement~~impacted ~~under~~by ~~the~~general ~~Companies~~market ~~Act~~conditions, ~~for~~volatility usin tothe ~~hold~~capital ~~annual~~and ordebt ~~extraordinary~~markets ~~general~~and ~~meetings~~the toother ~~elect~~risks ~~directors~~described herein. ~~Until~~For weexample, ~~hold~~the anCOVID-19 ~~annual~~outbreak ~~general~~could ~~meeting~~limit our ability to complete our initial business combination, ~~public~~including ~~shareholders~~as ~~may~~a ~~not~~result beof ~~afforded~~increased ~~the~~market ~~opportunity~~volatility, todecreased ~~appoint~~market ~~directors~~liquidity and tothird-party ~~discuss~~financing ~~company~~being ~~affairs~~unavailable ~~with~~on ~~management~~terms acceptable to us or at all. ~~Our~~Additionally, ~~board~~the outbreak of ~~directors~~COVID-19 isand ~~divided~~other ~~into~~events ~~three~~(such ~~classes~~as ~~with~~terrorist ~~only~~attacks, ~~one~~natural ~~class~~disasters or a significant outbreak of ~~directors~~other ~~being~~infectious ~~appointed~~diseases) inmay ~~each~~negatively ~~year~~impact ~~and~~businesses ~~each~~we ~~class~~may seek to acquire. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for ~~those~~the ~~directors~~purpose ~~appointed~~of ~~prior~~winding toup, ~~our~~(ii) as ~~first~~promptly ~~annual~~as ~~general~~reasonably ~~meeting)~~possible ~~serving~~but not more than ten business days thereafter, redeem the public shares, at a ~~three~~per-~~year~~share ~~term.~~price, Inpayable ~~addition~~in cash, asequal ~~holders~~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 ~~our~~interest ~~Class A~~to ~~ordinary~~pay dissolution expenses), divided by the number of then outstanding public shares, ~~our~~which redemption will completely extinguish public shareholders’ ~~will~~rights ~~not~~as ~~have~~shareholders (including the right to ~~vote~~receive onfurther liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the ~~appointment~~approval of our remaining shareholders and our board of directors, ~~until~~liquidate ~~after~~and dissolve, subject in the ~~consummation~~case of clauses (ii) and (iii), to our ~~initial~~obligations ~~business~~under ~~combination~~Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law, in which case our public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

~~The~~If ~~grant~~we seek shareholder approval of ~~registration~~our ~~rights~~initial tobusiness combination, our sponsor, initial shareholders, ~~and~~directors, ~~holders~~officers, ofadvisors ~~our~~and ~~private~~their ~~placement~~affiliates ~~warrants~~ may ~~make~~elect itto ~~more~~purchase ~~difficult~~shares toor ~~complete~~public ~~our~~warrants ~~initial~~from ~~business~~public ~~combination~~shareholders, ~~and~~which ~~the~~may ~~future~~influence ~~exercise~~a ofvote ~~such~~on ~~rights~~a ~~may~~proposed ~~adversely~~business ~~affect~~combination and reduce the ~~market~~public ~~price~~“float” of our Class A ordinary shares.

~~Pursuant~~If towe anseek ~~agreement~~shareholder toapproval ~~be entered into concurrently with the issuance and sale~~ of ~~the securities in~~ our initial ~~public~~business ~~offering,~~combination ~~our initial shareholders~~ and ~~their permitted transferees can demand that~~ we ~~register~~do ~~the~~not ~~Class A~~conduct ~~ordinary~~redemptions ~~shares~~in ~~into~~connection ~~which~~with ~~founder shares are convertible, holders of~~ our ~~private~~initial ~~placement~~business ~~warrants~~combination ~~and~~pursuant ~~their~~to ~~permitted transferees can demand that we register~~ the ~~private~~tender ~~placement~~offer ~~warrants~~rules, ~~and~~our ~~the~~sponsor, ~~Class A~~directors, ~~ordinary shares issuable upon exercise of the private placement warrants~~officers, ~~and~~advisors ~~holders~~or oftheir ~~securities~~affiliates ~~that~~ may bepurchase ~~issued upon conversion of working capital loans may demand that we register such units,~~ shares, ~~warrants~~ or ~~the~~public ~~Class A ordinary shares issuable upon exercise of such~~ warrants. ~~Pursuant~~in toprivately ~~the~~negotiated ~~forward~~transactions ~~purchase~~or ~~agreements,~~in ~~we have agreed that we will use our reasonable best efforts (i) to file within 30 days after~~ the ~~closing~~open ofmarket ~~the~~either ~~initial~~prior ~~business combination (and, with respect~~ to ~~clause~~or ~~(i)(B) below, within 30 days~~ following ~~announcement of~~ the ~~results~~completion of ~~the shareholder vote relating to~~ our initial business combination, oralthough ~~the~~they ~~results~~are ofunder ~~our~~no ~~offer~~obligation to ~~shareholders~~do toso. ~~redeem~~There ~~their Class A ordinary shares in connection with our initial business combination (whichever~~ is ~~later),~~no ~~which~~limit weon ~~refer to as~~ the ~~“disclosure~~number ~~date”) a registration statement with the SEC for a secondary offering~~ of ~~(A) the forward purchase securities and Class A ordinary~~ shares ~~underlying~~our ~~the~~initial ~~forward~~shareholders, ~~purchase warrants and founder shares~~directors, ~~(B) any other Class A ordinary shares or warrants acquired by the anchor investors~~officers, ~~including~~advisors ~~any time after we complete our initial business combination and (C) any other equity security of the Company issued~~ or ~~issuable~~their ~~with~~affiliates ~~respect~~may topurchase ~~the securities referred to~~ in ~~clauses~~such ~~(i)(A) and (i)(B) by way of a share capitalization or share sub-division or in connection with a combination of shares recapitalization~~transactions, ~~merger,~~subject ~~consolidation or reorganization, (ii)~~ to ~~cause~~compliance ~~such~~with ~~registration~~applicable ~~statement~~law toand beNasdaq ~~declared~~rules. ~~effective promptly thereafter~~However, ~~but~~they inhave no ~~event~~current ~~later~~commitments, ~~than~~plans ~~60 days after the closing of the initial business combination~~ or ~~the~~intentions ~~disclosure date, as the case may be, and (iii)~~ to ~~maintain~~engage ~~the~~in ~~effectiveness of~~ such ~~registration~~transactions ~~statement~~and ~~until~~have ~~the~~not ~~earliest~~formulated ofany ~~(A) the~~terms ~~date~~or onconditions ~~which~~for ~~the~~any ~~relevant~~such ~~anchor~~transactions. ~~investor~~None ~~ceases to hold the securities covered thereby and (B) the date all~~ of the ~~securities~~funds ~~covered~~in ~~thereby can be sold publicly without restriction or limitation under Rule 144 under~~ the ~~Securities~~trust ~~Act,~~account ~~and~~will ~~without the requirement to~~ be inused ~~compliance with Rule 144(c)(1) under the Securities Act, subject~~ to ~~certain~~purchase ~~conditions~~shares ~~and~~or ~~limitations~~public ~~set~~warrants ~~forth~~ in ~~the~~such ~~forward purchase agreements~~transactions. WeSuch ~~will~~purchases ~~bear~~may ~~the~~include ~~cost~~a ofcontractual ~~registering~~acknowledgment ~~these~~that ~~securities. The registration and availability of~~ such ashareholder, ~~significant~~although ~~number~~still ~~of securities for trading in~~ the ~~public~~record ~~market~~holder ~~may have an adverse effect on the market price~~ of our ~~Class A ordinary~~ shares~~. In addition~~, ~~the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This~~ is ~~because~~no ~~the~~longer ~~shareholders of~~ the ~~target~~beneficial ~~business~~owner ~~may~~thereof ~~increase~~and ~~the~~therefore ~~equity~~agrees ~~stake~~not ~~they seek in the combined entity or ask for more cash consideration~~ to ~~offset~~exercise ~~the~~its ~~negative~~redemption impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders, holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registeredrights.

28In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of

~~Table of Contents~~23

~~Because~~Table we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of ~~any particular target business’s operations.~~Contents

~~Our~~any ~~efforts~~such topurchases ~~identify~~of apublic ~~prospective~~warrants ~~initial~~could ~~business combination target will not~~ be ~~limited~~ to areduce ~~particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on~~ the ability of our management team to identify and acquire a business or businesses that can benefit from our management team’s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of ~~sectors,~~public ~~technology~~warrants ~~sector~~outstanding ~~in particular. Our amended and restated memorandum and articles of association prohibits us from effectuating a business combination with another blank check company~~ or ~~similar~~to ~~company~~vote ~~with~~such ~~nominal~~warrants ~~operations.~~on ~~Because we have not yet selected or approached~~ any ~~specific~~matters ~~target~~submitted ~~business with respect~~ to ~~a business combination, there is no basis to evaluate~~ the ~~possible~~warrant ~~merits~~holders orfor ~~risks~~approval ofin ~~any~~connection ~~particular~~with ~~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~~Any ~~example,~~such ifpurchases ~~we combine with a financially unstable business or an entity lacking an established record~~ of ~~sales~~our orsecurities ~~earnings, we~~ may beresult ~~affected by the risks inherent~~ in the ~~business~~completion ~~and operations~~ of ~~a financially unstable or a development stage entity. Although~~ our ~~officers~~initial ~~and directors will endeavor to evaluate the risks inherent in a particular target~~ business, wecombination ~~cannot assure you~~ that wemay ~~will~~not ~~properly~~otherwise ~~ascertain or assess all of the significant risk factors or that we will~~ have ~~adequate~~been ~~time to complete due diligence~~possible. ~~Furthermore,~~Any ~~some~~such ofpurchases ~~these~~will ~~risks may~~ be ~~outside~~reported ofpursuant ~~our~~to ~~control~~Section 13 and ~~leave~~Section 16 usof ~~with~~the noExchange ~~ability~~Act to ~~control or reduce~~ the ~~chances~~extent ~~that~~such ~~those~~purchasers ~~risks~~are ~~will~~subject ~~adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove~~ to ~~be more favorable to investors than a direct investment, if~~ such ~~opportunity~~reporting ~~were~~requirements. ~~available,~~See ~~in a business combination target~~“Item 1. ~~Accordingly,~~Business—Effecting ~~any~~Our ~~shareholders~~Initial ~~who~~Business ~~choose~~Combination—Permitted toPurchases ~~remain~~of ~~shareholders~~Our ~~following~~Securities” ~~the~~for ~~business combination could suffer~~ a ~~reduction~~description ~~in the value~~ of ~~their~~how ~~securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by~~ our ~~officers~~sponsor, or directors, ofofficers, aadvisors ~~duty of care~~ or ~~other~~any ~~fiduciary~~of ~~duty~~their ~~owed~~affiliates towill ~~them,~~select orwhich ifshareholders ~~they are able~~ to ~~successfully~~purchase ~~bring a private claim under~~ securities ~~laws~~from ~~that~~in ~~the~~any ~~proxy~~private ~~solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission~~transaction.

WeIn ~~may~~addition, ~~seek~~if ~~business~~such ~~combination~~purchases ~~opportunities~~are inmade, ~~industries~~the public “float” of our Class A ordinary shares or ~~sectors~~public ~~that~~warrants and the number of beneficial holders of our securities may be ~~outside~~reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our ~~management’s~~securities ~~areas~~on ofa ~~expertise~~national securities exchange.

WeIf ~~will consider~~ a ~~business~~shareholder ~~combination~~fails ~~outside of our management’s areas of expertise if a business combination candidate is presented~~ to usreceive ~~and~~notice we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of ~~the significant risk factors. We also cannot assure you that an investment in~~ our ~~units~~offer ~~will not ultimately prove~~ to beredeem ~~less favorable to investors in~~ our ~~initial~~ public ~~offering~~shares ~~than a direct investment, if an opportunity were available,~~ in aconnection ~~business~~with ~~combination~~our ~~candidate.~~initial ~~In the event we elect to pursue a~~ business combination ~~outside of the areas of our management’s expertise~~, ~~our management’s expertise may not be directly applicable to its evaluation~~ or ~~operation,~~fails ~~and the information contained in this Annual Report regarding the areas of our management’s expertise would not be relevant~~ to ancomply ~~understanding~~with of the ~~business~~procedures ~~that~~for wesubmitting ~~elect~~or totendering ~~acquire.~~its ~~As a result~~shares, ~~our~~such ~~management~~shares may not be ~~able to ascertain or assess adequately all of the relevant risk factors~~redeemed. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

~~Although~~We wewill ~~have~~comply ~~identified~~with ~~general~~the ~~criteria~~proxy ~~and~~rules or ~~guidelines~~tender ~~that~~offer werules, ~~believe~~as ~~are~~applicable, ~~important~~when conducting redemptions in ~~evaluating~~connection ~~prospective~~with ~~target~~our ~~businesses~~initial business combination. Despite our compliance with these rules, weif a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may ~~enter~~not ~~into~~become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination ~~with~~will adescribe ~~target~~the various procedures that ~~does~~must ~~not~~be ~~meet~~complied ~~such~~with ~~criteria~~in ~~and~~order ~~guidelines~~to validly tender or submit public shares for redemption. For example, ~~and~~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 to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as aapplicable. ~~result~~In the case of proxy materials, this date may be up to two business days prior to the ~~target~~scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with ~~which~~a shareholder vote, we ~~enter~~intend ~~into~~to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our ~~initial~~transfer agent two business days ~~combination~~prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not ~~have~~be ~~attributes~~redeemed. ~~entirely~~See ~~consistent~~“Item I. Business—Delivering Share Certificates in Connection with ~~our~~the ~~general~~Exercise ~~criteria~~of ~~and~~Redemption ~~guidelines~~Rights.”

~~Although~~You wewill not have ~~identified~~any ~~general~~rights ~~criteria~~or ~~and~~interests ~~guidelines~~in ~~for~~funds ~~evaluating~~from ~~prospective~~the ~~target~~trust ~~businesses~~account, itexcept isunder ~~possible~~certain ~~that~~limited acircumstances. ~~target~~Therefore, ~~business~~to ~~with~~liquidate ~~which~~your weinvestment, ~~enter~~you ~~into~~may ~~our~~be ~~initial~~forced ~~business~~to ~~combination~~sell ~~will~~your ~~not~~public ~~have~~shares ~~all~~or ofwarrants, ~~these~~potentially ~~positive~~at ~~attributes. If we complete our initial business combination with~~ a ~~target that does not meet some or all of~~loss.

29Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of our public shares if we do not complete an initial business combination within 24 months from the closing of our initial public offering, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

~~Table~~You are not entitled to protections normally afforded to investors of ~~Contents~~many other blank check companies.

~~these~~Since ~~guidelines,~~the ~~such~~net ~~combination~~proceeds ~~may~~of ~~not~~our beinitial aspublic ~~successful~~offering asand athe ~~combination~~sale ~~with a business that does meet all~~ of ~~our~~the ~~general~~private ~~criteria~~placement ~~and~~warrants ~~guidelines.~~are Inintended ~~addition,~~to ifbe weused ~~announce~~to acomplete ~~prospective~~an initial business combination with a target business that ~~does~~has not ~~meet~~been ~~our~~selected, ~~general~~we ~~criteria~~may ~~and~~be ~~guidelines,~~deemed to be a ~~greater~~“blank ~~number~~check” ofcompany ~~shareholders~~under ~~may~~the ~~exercise~~United ~~their~~States ~~redemption~~securities ~~rights~~laws. However, ~~which~~because ~~may~~we ~~make~~will ithave ~~difficult~~net ~~for~~tangible usassets toin ~~meet~~excess ~~any~~of ~~closing~~$5,000,000 ~~condition~~as ~~with~~of athe ~~target~~completion ~~business~~of ~~that~~our ~~requires~~initial uspublic tooffering ~~have~~and athe ~~minimum~~sale ~~net~~of ~~worth~~the orprivate aplacement ~~certain~~warrants ~~amount~~and offiled ~~cash.~~a InCurrent ~~addition,~~Report ifon ~~shareholder~~Form 8-K, ~~approval~~including ofan ~~the~~audited ~~transaction~~balance issheet ~~required~~demonstrating bythis ~~law~~fact, or we ~~decide~~are toexempt ~~obtain~~from ~~shareholder~~rules promulgated ~~approval~~by ~~for~~the ~~business~~SEC orto ~~other~~protect ~~reasons,~~investors itin ~~may~~blank becheck ~~more~~companies, ~~difficult~~such ~~for~~as usRule 419. toAccordingly, ~~attain~~investors ~~shareholder~~are ~~approval~~afforded ofthe ~~our~~benefits ~~initial~~or ~~business~~protections ~~combination~~of ifthose ~~the~~rules. ~~target~~Among ~~business~~other ~~does~~things, ~~not~~this ~~meet~~means our ~~general~~units ~~criteria~~were ~~and~~immediately ~~guidelines.~~tradable Ifand we dohave ~~not~~a longer period of time to complete our initial business combination, ~~our~~than ~~public~~do ~~shareholders~~companies ~~may~~subject ~~only~~to ~~receive~~Rule 419. ~~their~~Moreover, ~~pro~~if ~~rata~~our ~~portion~~initial ofpublic ~~the~~offering ~~funds~~were insubject ~~the trust account that are available for distribution~~ to ~~public shareholders~~Rule 419, ~~and~~that ~~our~~rule have ~~warrants will expire worthless.~~

~~We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.~~24

ToTable ~~the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages~~ of development or growth, we may be affected by numerous risks inherent in such company or business. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.Contents

~~With~~prohibited ~~limited~~the ~~exceptions,~~release weof ~~are~~any ~~not~~interest ~~required~~earned toon ~~obtain~~funds anheld ~~opinion~~in ~~from~~the antrust ~~independent~~account ~~investment~~to ~~banking~~us ~~firm~~unless ~~or from a valuation or appraisal firm,~~ and ~~consequently,~~until ~~you~~the ~~may~~funds ~~have~~in ~~no assurance from an independent source that~~ the ~~price~~trust weaccount ~~are~~were ~~paying~~released ~~for~~to ~~the~~us ~~business~~in isconnection ~~fair~~with to our ~~shareholders~~completion ~~from~~of aan ~~financial~~initial ~~point~~business ~~of view~~combination.

~~Unless~~Because weof ~~complete~~ our ~~initial~~limited ~~business~~resources ~~combination~~and ~~with~~the ansignificant ~~affiliated~~competition ~~entity~~for orbusiness ~~our~~combination ~~board~~opportunities, ofit ~~directors~~may ~~cannot~~be ~~independently~~more ~~determine~~difficult ~~the~~for ~~fair~~us ~~market~~to ~~value~~complete ofour ~~the~~initial ~~target~~ business orcombination. ~~businesses~~If ~~(including with the assistance of financial advisors),~~ we ~~are~~do not ~~required~~complete toour ~~obtain~~initial anbusiness ~~opinion~~combination, ~~from~~our anpublic ~~independent~~shareholders ~~investment~~may ~~banking~~receive ~~firm~~only ~~which~~their ispro arata ~~member~~portion of ~~FINRA~~the orfunds ~~from~~in athe ~~valuation~~trust oraccount ~~appraisal firm~~ that ~~the price we~~ are ~~paying~~available isfor ~~fair~~distribution to ~~our~~public shareholders ~~from a financial point of view. If no opinion is obtained~~, ~~our~~and ~~shareholders will be relying on the judgment of~~ our ~~board~~warrants ~~of directors, who~~ will ~~determine~~expire ~~fair market value based on standards generally accepted by the financial community~~worthless. ~~Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.~~

~~Resources~~We ~~could~~expect beto ~~wasted~~encounter incompetition ~~researching~~from other entities having a business ~~combinations~~objective ~~that~~similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are ~~not~~well-established ~~completed~~and have extensive experience in identifying and effecting, ~~which~~directly ~~could~~or ~~materially~~indirectly, ~~adversely~~acquisitions ~~affect~~of ~~subsequent~~companies ~~attempts~~operating in or providing services to ~~locate~~various industries. Many of these competitors possess similar or greater technical, human and ~~acquire~~other resources to ours or ~~merge~~more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with ~~another~~those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we do not complete our initial business combination, our public shareholders may ~~only~~ 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.

WeIf ~~anticipate that~~ the ~~investigation~~net proceeds of ~~each~~our ~~specific~~initial ~~target~~public ~~business~~offering and the ~~negotiation,~~sale ~~drafting and execution~~ of ~~relevant~~the ~~agreements,~~private ~~disclosure~~placement ~~documents~~warrants ~~and~~not ~~other~~being ~~instruments~~held ~~will~~in ~~require~~the ~~substantial~~trust ~~management~~account ~~time~~are ~~and~~insufficient ~~attention~~to ~~and~~allow ~~substantial~~us ~~costs for accountants, attorneys, consultants and others. If we decide not~~ to ~~complete~~operate afor ~~specific~~at ~~initial~~least ~~business combination,~~ the ~~costs~~next ~~incurred~~24 months, upit tocould ~~that~~limit ~~point for~~ the ~~proposed~~amount ~~transaction~~available ~~likely~~to ~~would~~fund ~~not~~our besearch ~~recoverable.~~for ~~Furthermore, if we reach an agreement relating to~~ a ~~specific~~ target business, weor ~~may~~businesses ~~fail~~and to complete our initial business combination, ~~for~~and ~~any~~we ~~number~~will ofdepend ~~reasons~~on ~~including~~loans ~~those~~from ~~beyond~~ our ~~control.~~sponsor ~~Any~~or ~~such~~management ~~event~~team ~~will result in a loss~~ to usfund ofour ~~the~~search ~~related~~and ~~costs incurred which could materially adversely affect subsequent attempts~~ to ~~locate and acquire or merge with another business. If we do not~~ 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~~.

30The funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the next 24 months, assuming that our initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through our initial public offering and potential loans from certain of our affiliates are discussed in the section of this Annual Report titled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” However, our affiliates are not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

~~Table~~Of the net proceeds of ~~Contents~~our initial public offering, the sale of the private placement warrants and the sale of the forward purchase securities, only $1,000,000 are available to us initially outside the trust account to fund our working capital requirements. We believe that, upon closing of our initial public offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the next 24 months; however, we cannot assure you that our estimate is 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.

WeIn the event that our offering expenses exceed our estimate of $1,000,000, we may ~~have~~fund asuch ~~limited~~excess ~~ability~~with funds not to ~~assess~~be held in the ~~management~~trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a ~~prospective~~corresponding ~~target~~amount. ~~business~~The ~~and,~~amount held in the trust account will not be impacted as a result of such increase or decrease. Conversely, ~~may~~in ~~effect~~the event that the offering expenses are less than our ~~initial~~estimate ~~business~~of ~~combination~~$1,000,000, ~~with~~the amount of funds we intend to be held outside the trust account would increase by a ~~target~~corresponding ~~business~~amount. ~~whose~~If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may ~~not~~be ~~have~~forced ~~the~~to ~~skills~~liquidate. Neither our sponsor, ~~qualifications~~members orof ~~abilities~~our management team nor any of their affiliates is under any obligation to ~~manage~~advance afunds ~~public~~to ~~company~~us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business

When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.25

~~The~~Table ~~officers and directors~~ of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.Contents

~~The~~combination. ~~role~~Up to $1,500,000 of ansuch ~~acquisition~~loans ~~candidate’s~~may ~~key~~be ~~personnel~~convertible ~~upon~~into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, ~~cannot~~we bedo ~~ascertained~~not atexpect ~~this~~to ~~time.~~seek ~~Although~~loans wefrom ~~contemplate~~parties ~~that~~other ~~certain~~than ~~members~~our ofsponsor or an ~~acquisition~~affiliate ~~candidate’s~~of ~~management~~our ~~team~~sponsor as we do not believe third parties will ~~remain~~be ~~associated~~willing ~~with~~to ~~the~~loan ~~acquisition~~such ~~candidate~~funds ~~following~~and provide a waiver against any and all rights to seek access to funds in our trust account. If we do not complete our initial business combination because we do not have sufficient funds available to us, itwe iswill ~~possible~~be ~~that~~forced ~~members~~to ofcease operations and liquidate the ~~management~~trust ofaccount. Consequently, our public shareholders may only receive an ~~acquisition~~estimated ~~candidate~~$10.00 ~~will~~per ~~not~~share, ~~wish~~or topossibly ~~remain~~less, inon ~~place~~our redemption of our public shares, and our warrants will expire worthless.

WeSubsequent ~~may~~to ~~issue~~our ~~notes~~completion orof ~~other~~our ~~debt~~initial ~~securities~~business combination, orwe ~~otherwise~~may ~~incur~~be ~~substantial~~required ~~debt,~~ to ~~complete~~take awrite-downs ~~business~~or ~~combination~~write-offs, ~~which~~restructuring ~~may~~and ~~adversely~~impairment ~~affect~~or ~~our~~other ~~leverage~~charges ~~and~~that could have a significant negative effect on our financial condition, results of operations and ~~thus~~our ~~negatively~~share ~~impact~~price, ~~the~~which ~~value~~could ofcause ~~our~~you ~~shareholders’~~to ~~investment~~lose insome usor all of your investment.

~~Although~~Even if we ~~have~~conduct nodue ~~commitments~~diligence ason ofa ~~the~~target ~~date~~business ofwith which we combine, we cannot assure you that this ~~Annual~~diligence ~~Report~~will identify all material issues that may be present within a particular target business, that it would be possible to ~~issue~~uncover ~~any~~all ~~notes~~material orissues ~~other~~through ~~debt~~a ~~securities~~customary amount of due diligence, or tothat ~~otherwise~~factors ~~incur~~outside ~~outstanding~~of ~~debt~~the ~~following~~target business and outside of our ~~initial~~control ~~public~~will ~~offering~~not later arise. As a result of these factors, we may ~~choose~~be forced to ~~incur~~later ~~substantial~~write-down ~~debt~~or towrite-off ~~complete~~assets, restructure our ~~initial~~operations, ~~business~~or ~~combination~~incur impairment or other charges that could result in our reporting losses. WeEven if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our ~~officers~~preliminary risk analysis. Even though these charges may be non-cash items and not have ~~agreed~~an immediate impact on our liquidity, the fact that we ~~will~~report ~~not~~charges ~~incur~~of ~~any~~this ~~indebtedness~~nature ~~unless~~could wecontribute ~~have~~to ~~obtained~~negative ~~from~~market ~~the~~perceptions ~~lender~~about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a ~~waiver~~result of ~~any~~assuming ~~right,~~pre-existing ~~title,~~debt ~~interest~~held by a target business or ~~claim~~by virtue of ~~any~~our ~~kind~~obtaining indebt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following the ~~monies~~business ~~held~~combination could suffer a reduction in the ~~trust~~value ~~account~~of their securities. AsSuch ~~such,~~shareholders noare ~~issuance~~unlikely ofto ~~debt~~have ~~will~~a ~~affect~~remedy ~~the~~for ~~per~~such ~~share~~reduction ~~amount~~in ~~available~~value ~~for~~unless ~~redemption~~they ~~from~~are able to successfully claim that the ~~trust~~reduction ~~account.~~was ~~Nevertheless,~~due to the ~~incurrence~~breach ofby ~~debt~~our ~~could~~officers ~~have~~or directors of a ~~variety~~duty of ~~negative~~care ~~effects~~or other fiduciary duty owed to them, ~~including:~~or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

~~· default~~If ~~and~~third ~~foreclosure~~parties onbring ~~our~~claims ~~assets~~against ifus, ~~our~~the ~~operating~~proceeds ~~revenues~~held ~~after~~in anthe ~~initial~~trust ~~business~~account ~~combination~~could ~~are~~be ~~insufficient~~reduced toand ~~repay~~the ~~our~~per-share ~~debt~~redemption ~~obligations;~~amount received by shareholders may be less than $10.00 per share.

~~· acceleration~~Our placing of ~~our~~funds ~~obligations~~in tothe ~~repay~~trust ~~the~~account ~~indebtedness~~may ~~even~~not ifprotect those funds from third party claims against us. Although we ~~make~~will seek to have all ~~principal~~vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest ~~payments~~or ~~when~~claim ~~due~~of ifany wekind ~~breach~~in ~~certain~~or ~~covenants~~to ~~that~~any ~~require~~monies held in the ~~maintenance~~trust account for the benefit of ~~certain~~our ~~financial~~public ~~ratios~~shareholders, such parties may not execute such agreements, or ~~reserves~~even ~~without~~if athey ~~waiver~~execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or ~~renegotiation~~other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that ~~covenant;~~such third party’s engagement would be in the best interests of the company under the circumstances. Marcum LLP, our independent registered public accounting firm, and the underwriters of our initial public offering will not execute agreements with us waiving such claims to the monies held in the trust account.

~~· our~~Examples ~~immediate~~of ~~payment~~possible instances where we may engage a third party that refuses to execute a waiver include the engagement of ~~all~~a ~~principal~~third ~~and~~party ~~accrued~~consultant ~~interest~~whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, ifthere is no guarantee that such entities will agree to waive any, ifclaims they may have in the ~~debt~~future ~~security~~as isa ~~payable~~result onof, ~~demand;~~or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

· our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;26

~~· our~~Table ~~inability~~of ~~to pay dividends on our Class A ordinary shares;~~Contents

~~· using~~Upon redemption of our public shares, if we do not complete our initial business combination within the prescribed timeframe, or upon the exercise of a ~~substantial~~redemption ~~portion~~right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the Letter Agreement, our ~~cash~~sponsor ~~flow~~has agreed that it will be liable to ~~pay~~us ~~principal~~if and ~~interest~~to onthe ~~our~~extent ~~debt~~any claims by a third party for services rendered or products sold to us, or a prospective target business with which ~~will~~we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds ~~available~~in ~~for~~the ~~dividends~~trust onaccount ~~our~~to ~~Class~~below the lesser of (i) A$10.00 ~~ordinary~~per ~~shares~~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 ~~declared~~less than $10.00 per share due to reductions in the value of the trust assets, ~~expenses~~less taxes payable, ~~capital~~provided ~~expenditures~~that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, ~~acquisitions~~including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and ~~other~~we ~~general~~believe ~~corporate~~that ~~purposes;~~our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

31Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

~~Table~~In the event that the proceeds in the trust account are reduced below the lesser of ~~Contents~~(i) $10.00 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 $10.00 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 his obligations or that he has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

~~· limitations~~We onmay ~~our~~not ~~flexibility~~have insufficient ~~planning~~funds ~~for~~to ~~and~~satisfy ~~reacting~~indemnification toclaims ~~changes~~of in our ~~business~~directors and ~~in the industry in which we operate;~~officers.

~~· increased~~We ~~vulnerability~~have agreed to ~~adverse~~indemnify ~~changes~~our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in ~~general~~or ~~economic~~to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, ~~industry~~any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and ~~competitive~~directors ~~conditions~~may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and ~~adverse~~directors, ~~changes~~even inthough ~~government~~such ~~regulation;~~an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

· limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.27

WeTable ~~may only be able to complete one business combination with the proceeds~~ of our initial public offering and the sale of the private placement warrants and forward purchase securities, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.Contents

~~The~~If, ~~net~~after we distribute the proceeds ~~from~~in ~~our~~the ~~initial~~trust account to our public ~~offering~~shareholders, ~~the~~we ~~private~~file ~~placement~~a ofbankruptcy ~~warrants~~or ~~and~~insolvency ~~forward~~petition ~~purchase~~or ~~securities~~an ~~will~~involuntary ~~provide~~bankruptcy or insolvency petition is filed against us ~~with~~that ~~$276~~is not dismissed,~~950,000~~ ~~that~~a webankruptcy court may ~~use~~seek to ~~complete~~recover such proceeds, and the members of our ~~initial~~board ~~business~~of ~~combination~~directors ~~(after~~may ~~taking~~be ~~into~~viewed ~~account~~as ~~the~~having ~~$8,050,000~~breached ~~deferred~~their ~~underwriting~~fiduciary ~~commissions~~duties ~~being~~to ~~held~~our increditors, thereby exposing the ~~trust~~members ~~account)~~of our board of directors and us to claims of punitive damages.

WeIf, ~~may~~after ~~effectuate~~we ~~our~~distribute ~~initial~~the ~~business~~proceeds ~~combination~~in ~~with~~the atrust ~~single~~account ~~target~~to ~~business~~our orpublic ~~multiple target businesses simultaneously or within a short period of time. However~~shareholders, we ~~may~~file ~~not~~a bebankruptcy ~~able~~or toinsolvency ~~effectuate~~petition ~~our~~or ~~initial~~an ~~business~~involuntary ~~combination~~bankruptcy ~~with~~or ~~more~~insolvency ~~than~~petition ~~one~~is ~~target~~filed ~~business~~against ~~because~~us ofthat ~~various~~is ~~factors~~not dismissed, ~~including~~any ~~the~~distributions ~~existence~~received ofby ~~complex~~shareholders ~~accounting~~could ~~issues~~be ~~and~~viewed ~~the~~under ~~requirement~~applicable ~~that~~debtor/creditor ~~we prepare~~ and/or ~~file~~bankruptcy ~~pro~~laws ~~forma~~as ~~financial~~either ~~statements~~a ~~with~~“preferential ~~the~~transfer” ~~SEC~~or ~~that~~a ~~present~~“fraudulent ~~operating~~conveyance.” ~~results~~As ~~and~~a ~~the~~result, ~~financial~~a ~~condition~~bankruptcy ofcourt ~~several~~could ~~target~~seek ~~businesses~~to asrecover ifsome ~~they~~or ~~had~~all ~~been~~amounts ~~operated~~received onby aour ~~combined basis~~shareholders. ByIn ~~completing our initial business combination with only a single entity~~addition, our ~~lack~~board of ~~diversification~~directors may ~~subject~~be usviewed toas ~~numerous~~having ~~economic,~~breached ~~competitive~~its ~~and~~fiduciary ~~regulatory~~duty ~~developments. Further, we would not be able~~ to ~~diversify~~ our ~~operations~~creditors and/or ~~benefit~~having ~~from~~acted ~~the~~in ~~possible~~bad ~~spreading of risks or offsetting of losses~~faith, ~~unlike~~thereby ~~other~~exposing ~~entities~~itself ~~which~~and ~~may~~us ~~have the resources~~ to ~~complete~~claims ~~several~~of ~~business~~punitive ~~combinations~~damages, inby ~~different~~paying ~~industries~~public orshareholders ~~different~~from ~~areas~~the oftrust aaccount ~~single~~prior ~~industry.~~to ~~Accordingly,~~addressing the ~~prospects~~claims ~~for~~of ~~our success may be:~~creditors.

~~· solely~~If, ~~dependent~~before ~~upon~~distributing the ~~performance~~proceeds ofin athe ~~single~~trust ~~business~~account to our public shareholders, ~~property~~we file a bankruptcy or ~~asset,~~insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

~~· dependent~~If, ~~upon~~before distributing the ~~development~~proceeds orin ~~market~~the ~~acceptance~~trust ofaccount to our public shareholders, we file a ~~single~~bankruptcy or ~~limited~~insolvency ~~number~~petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of ~~products~~third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, ~~processes~~the orper-share ~~services~~amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

~~This~~Changes ~~lack~~in oflaws ~~diversification~~or ~~may~~regulations, ~~subject~~or usa failure to ~~numerous~~comply ~~economic,~~with ~~competitive~~any laws and ~~regulatory risks~~regulations, ~~any or all of which~~ may ~~have~~adversely aaffect ~~substantial~~our ~~adverse~~business, ~~impact~~including ~~upon~~our ~~the~~ability ~~particular~~to ~~industry~~negotiate inand ~~which~~complete ~~we may operate subsequent to~~ our initial business combination, and results of operations.

We ~~may~~are ~~attempt~~subject to ~~simultaneously~~laws ~~complete~~and ~~business~~regulations ~~combinations~~enacted by national, regional and local governments. In particular, we will be required to comply with ~~multiple~~certain ~~prospective~~SEC ~~targets~~and other legal requirements. Compliance with, ~~which~~and monitoring of, applicable laws and regulations may ~~hinder~~be ~~our~~difficult, ~~ability~~time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to ~~complete~~time ~~our~~and ~~initial~~those changes could have a material adverse effect on our business, ~~combination~~investments and ~~give~~results ~~rise~~of operations. In addition, a failure to ~~increased~~comply ~~costs~~with ~~and~~applicable ~~risks~~laws ~~that~~or regulations, as interpreted and applied, could ~~negatively~~have ~~impact~~a material adverse effect on our ~~operations~~business, including our ability to negotiate and ~~profitability~~complete our initial business combination, and results of operations.

If we ~~determine~~do tonot ~~simultaneously~~consummate ~~acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that~~ our ~~purchase~~initial ~~of its~~ business iscombination ~~contingent~~within on24 months from the ~~simultaneous~~closing ~~closings~~ of ~~the other business combinations, which may make it more difficult for us, and delay~~ our ~~ability, to complete our~~ initial ~~business~~public ~~combination. With multiple business combinations~~offering, weour ~~could~~public ~~also~~shareholders ~~face~~may ~~additional~~be ~~risks,~~forced ~~including additional burdens and costs with respect~~ to ~~possible~~wait ~~multiple~~beyond ~~negotiations~~such 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~~24 months ~~address~~before ~~these~~redemption ~~risks,~~from ~~it could negatively impact~~ our ~~profitability~~trust ~~and results of operations~~account.

32If we do not consummate our initial business combination within 24 months from the closing of our initial public offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding 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 24 months from the closing of our initial public offering before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination.

~~Table of Contents~~28

WeTable ~~may~~of attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.Contents

InOur ~~pursuing~~shareholders ~~our business combination strategy, we~~ may ~~seek~~be ~~to effectuate our initial business combination with a privately~~ held ~~company.~~liable ~~Very~~for ~~little~~claims ~~public~~by ~~information~~third ~~generally~~parties ~~exists~~against ~~about~~us ~~private companies, and we could be required~~ to ~~make our decision on whether to pursue a potential initial business combination on~~ the ~~basis~~extent of ~~limited~~distributions ~~information,~~received ~~which~~by ~~may~~them ~~result~~upon inredemption aof ~~business~~their ~~combination with a company that is not as profitable as we suspected, if at all~~shares.

WeIf dowe ~~not~~are ~~have~~forced ato ~~specified~~enter ~~maximum~~into ~~redemption~~an ~~threshold.~~insolvent ~~The~~liquidation, ~~absence~~any ofdistributions ~~such~~received aby ~~redemption~~shareholders ~~threshold~~could ~~may~~be ~~make~~viewed as an unlawful payment if it ~~possible~~was ~~for~~proved usthat immediately following the date on which the distribution was made, we were unable to ~~complete~~pay our ~~initial~~debts as they fall due in the ordinary course of business. ~~combination~~As ~~with~~a ~~which~~result, a ~~substantial~~liquidator ~~majority~~could ofseek to recover some or all amounts received by our shareholders. doFurthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not ~~agree~~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 $18,292.68 and to imprisonment for five years in the Cayman Islands.

~~Our~~We ~~amended~~may ~~and~~not ~~restated~~hold ~~memorandum and articles of association provide that in no event will we redeem our public shares in~~ an ~~amount~~annual 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~~meeting ~~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 dountil ~~not~~after ~~agree with~~ the ~~transaction~~consummation ~~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~~which ~~entered~~could ~~into~~delay ~~privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In~~ the ~~event~~opportunity ~~the aggregate cash consideration we would be required to pay~~ for ~~all~~our ~~Class A~~shareholders ~~ordinary shares that are validly submitted for redemption plus any amount required~~ to ~~satisfy~~appoint 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 combinationdirectors.

In ~~order~~accordance with Nasdaq corporate governance requirements, we are not required to ~~effectuate~~hold an ~~initial~~annual ~~business~~general ~~combination,~~meeting ~~special~~until ~~purpose~~no ~~acquisition~~later ~~companies~~than ~~have,~~one year inafter ~~the~~our ~~recent~~first ~~past,~~fiscal year ~~amended~~end ~~various~~following ~~provisions~~our oflisting ~~their~~on ~~charters~~Nasdaq. ~~and~~There ~~other~~is ~~governing~~no ~~instruments,~~requirement ~~including~~under ~~their~~the ~~warrant~~Companies ~~agreements.~~Act Wefor ~~cannot~~us ~~assure~~to ~~you~~hold ~~that~~annual or extraordinary general meetings to elect directors. Until we ~~will~~hold an annual general meeting, public shareholders may not ~~seek~~be toafforded ~~amend~~the ~~our~~opportunity ~~amended~~to appoint directors and ~~restated~~to ~~memorandum~~discuss ~~and~~company ~~articles~~affairs with management. Our board of ~~association~~directors oris ~~governing~~divided ~~instruments~~into inthree aclasses ~~manner~~with ~~that~~only ~~will~~one ~~make~~class itof ~~easier~~directors being appointed in each year and each class (except for usthose todirectors ~~complete~~appointed prior to our ~~initial~~first ~~business~~annual ~~combination~~general ~~that~~meeting) serving a three-year term. In addition, as holders of our Class A ordinary shares, our public shareholders ~~may~~will not ~~support~~have the right to vote on the appointment of directors until after the consummation of our initial business combination.

InThe ~~order~~grant ~~to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions~~ of ~~their~~registration ~~charters~~rights and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds and extended the time to ~~consummate~~our an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association will require a special resolution under Cayman Islands law, which requires the affirmative vote of a majority of at least two-thirds of the shareholders ~~who attend~~ and ~~vote~~holders ~~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 ormay ~~any~~make ~~provision~~it ofmore ~~the~~difficult ~~warrant agreement with respect~~ to the private placement warrants, 50% of the then outstanding private placement warrants. In addition, our amended and restated memorandum and articles of association requires us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete ~~an initial business combination within 24 months of the closing of~~ our initial ~~public offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial~~ business combination, ~~activity.~~and To the ~~extent~~future ~~any~~exercise of such ~~amendments~~rights ~~would~~may beadversely ~~deemed~~affect ~~to fundamentally change~~ the ~~nature~~market price 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~~Class A orordinary ~~governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination~~shares.

33Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in our initial public offering, our initial shareholders and their permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and holders of securities that may be issued upon conversion of working capital loans may demand that we register such units, shares, warrants or the Class A ordinary shares issuable upon exercise of such warrants. Pursuant to the forward purchase agreements, we have agreed that we will use our reasonable best efforts (i) to file within 30 days after the closing of the initial business combination (and, with respect to clause (i)(B) below, within 30 days following announcement of the results of the shareholder vote relating to our initial business combination or the results of our offer to shareholders to redeem their Class A ordinary shares in connection with our initial business combination (whichever is later), which we refer to as the “disclosure date”) a registration statement with the SEC for a secondary offering of (A) the forward purchase securities and Class A ordinary shares underlying the forward purchase warrants and founder shares, (B) any other Class A ordinary shares or warrants acquired by the anchor investors, including any time after we complete our initial business combination and (C) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (i)(A) and (i)(B) by way of a share capitalization or share sub-division or in connection with a combination of shares recapitalization, merger, consolidation or reorganization, (ii) to cause such registration statement to be declared effective promptly thereafter, but in no event later than 60 days after the closing of the initial business combination or the disclosure date, as the case may be, and (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the relevant anchor investor ceases to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreements. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders, holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered.

~~Table of Contents~~29

~~The~~Table ~~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 the votes cast by our ordinary shares voting, 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.Contents

~~Our~~We ~~amended~~may ~~and~~seek ~~restated memorandum and articles of association provide that any of its provisions related to pre-~~business combination ~~activity~~opportunities ~~(including the requirement to deposit proceeds of our initial public offering and the private placement of warrants into the trust account and not release such amounts except~~ in ~~specified~~industries 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 the votes cast by our ordinary shares. Our initial shareholders, who will collectively beneficially own 20% of our ordinary shares after the closing of our initial public offering, will participate in any vote to amend our amended and restated memorandum and articles of association and/or ~~trust~~sectors ~~agreement~~that ~~and will have the discretion to vote in any manner they choose. As a result, we~~ may be ~~able~~outside ~~to amend the provisions~~ of our ~~amended~~management’s ~~and~~areas ~~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 agreeexpertise. ~~Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.~~

~~Our~~We ~~sponsor,~~will ~~officers,~~consider ~~directors~~a ~~and~~business ~~director~~combination ~~nominees~~outside ~~have~~of ~~agreed,~~our ~~pursuant~~management’s toareas aof ~~written~~expertise ~~agreement~~if ~~with~~a ~~us,~~business ~~that~~combination ~~they~~candidate ~~will~~is ~~not~~presented ~~propose~~to ~~any~~us ~~amendment~~and towe ~~our~~determine ~~amended~~that ~~and~~such ~~restated~~candidate ~~memorandum~~offers ~~and~~an ~~articles~~attractive ofbusiness ~~association~~combination ~~(A) to~~opportunity ~~modify~~for ~~the~~our ~~substance~~company. orAlthough ~~timing~~our ofmanagement ~~our~~will ~~obligation~~endeavor to ~~allow~~evaluate ~~redemption~~the inrisks ~~connection~~inherent ~~with~~in ~~our~~any ~~initial~~particular business combination orcandidate, towe ~~redeem~~cannot ~~100%~~assure ofyou ~~our~~that ~~public~~we ~~shares~~will ifadequately weascertain door ~~not~~assess ~~complete~~all ~~our~~of ~~initial~~the ~~business~~significant ~~combination~~risk ~~within~~factors. 24We ~~months~~also ~~from~~cannot ~~the~~assure ~~closing~~you ofthat ~~our~~an ~~initial~~investment ~~public~~in ~~offering~~our orunits ~~(B) with~~will ~~respect~~not toultimately ~~any~~prove ~~other~~to ~~material~~be ~~provisions~~less ~~relating~~favorable to ~~shareholders’~~investors ~~rights~~in orour ~~pre-~~initial ~~business~~public ~~combination~~offering ~~activity,~~than ~~unless~~a wedirect ~~provide~~investment, ~~our~~if ~~public~~an ~~shareholders~~opportunity ~~with~~were ~~the~~available, ~~opportunity~~in toa ~~redeem~~business ~~their~~combination ~~Class A~~candidate. ~~ordinary~~In ~~shares~~the ~~upon~~event ~~approval~~we ofelect ~~any~~to ~~such~~pursue ~~amendment~~a atbusiness acombination ~~per-share~~outside ~~price,~~of ~~payable~~the inareas ~~cash,~~of ~~equal~~our tomanagement’s ~~the~~expertise, ~~aggregate~~our ~~amount~~management’s ~~then~~expertise onmay ~~deposit~~not inbe ~~the~~directly ~~trust~~applicable ~~account,~~to ~~including~~its ~~interest~~evaluation ~~earned~~or onoperation, and the ~~funds~~information ~~held~~contained in ~~the~~this ~~trust~~Annual ~~account~~Report ~~and~~regarding ~~not~~the ~~previously~~areas ~~released~~of toour usmanagement’s toexpertise ~~pay~~would ~~our~~not ~~taxes,~~be ~~divided~~relevant byto ~~the~~an ~~number~~understanding of ~~then~~the ~~outstanding~~business ~~public~~that ~~shares.~~we ~~Our~~elect ~~shareholders~~to ~~are~~acquire. ~~not~~As ~~parties~~a toresult, orour ~~third-party~~management ~~beneficiaries~~may ~~of,~~not ~~these~~be ~~agreements~~able ~~and,~~to asascertain aor ~~result,~~assess ~~will~~adequately ~~not~~all ~~have~~of the ~~ability~~relevant torisk ~~pursue~~factors. ~~remedies~~Accordingly, ~~against~~any ~~our~~shareholders ~~sponsor,~~who ~~officers,~~choose ~~directors~~to orremain ~~director~~shareholders ~~nominees~~following ~~for~~our ~~any~~initial ~~breach~~business ofcombination ~~these~~could ~~agreements.~~suffer As a ~~result,~~reduction in the ~~event~~value of atheir ~~breach,~~shares. ~~our~~Such shareholders ~~would~~are ~~need~~unlikely to ~~pursue~~have a ~~shareholder~~remedy ~~derivative~~for ~~action,~~such ~~subject~~reduction toin ~~applicable law~~value.

~~Our~~Although ~~letter~~we ~~agreement~~have ~~with~~identified ~~our~~general ~~sponsor~~criteria and guidelines that we believe are important in evaluating prospective target businesses, ~~officers~~we may enter into our initial business combination with a target that does not meet such criteria and ~~directors~~guidelines, and as a result, the target business with which we enter into our initial business combination may benot ~~amended~~have ~~without~~attributes ~~shareholder~~entirely ~~approval~~consistent with our general criteria and guidelines.

~~Our~~Although ~~letter~~we ~~agreement~~have ~~with~~identified ~~our~~general ~~sponsor~~criteria and guidelines for evaluating prospective target businesses, ~~officers~~it ~~and~~is ~~directors~~possible ~~contain~~that ~~provisions~~a ~~relating~~target tobusiness ~~transfer~~with ~~restrictions~~which ofwe enter into our ~~founder~~initial ~~shares~~business ~~and~~combination ~~private~~will ~~placement~~not ~~warrants,~~have ~~indemnification~~all of ~~the~~these ~~trust~~positive ~~account,~~attributes. ~~waiver~~If ofwe ~~redemption~~complete ~~rights~~our ~~and~~initial ~~participation~~business incombination ~~liquidating~~with ~~distributions~~a ~~from~~target ~~the~~that ~~trust~~does ~~account.~~not ~~The~~meet ~~letter~~some ~~agreement~~or all of these guidelines, such combination may not be ~~amended~~as ~~without~~successful ~~shareholder~~as ~~approval~~a ~~(although~~combination ~~releasing~~with ~~the~~a ~~parties~~business ~~from~~that ~~the~~does ~~restriction~~meet ~~not~~all toof ~~transfer~~our ~~the~~general ~~founder~~criteria ~~shares~~and ~~for~~guidelines. ~~185~~In ~~days~~addition, ~~following~~if ~~the~~we ~~date~~announce ofa ~~the~~prospective ~~prospectus~~business ~~will~~combination ~~require~~with ~~the~~a ~~prior~~target ~~written~~that ~~consent~~does not meet our general criteria and guidelines, a greater number of ~~the~~shareholders ~~underwriters).~~may ~~While~~exercise wetheir doredemption ~~not~~rights, ~~expect~~which ~~our~~may ~~board~~make it difficult for us to ~~approve~~meet any ~~amendment~~closing tocondition ~~the~~with ~~letter~~a ~~agreement~~target ~~prior~~business that requires us to ~~our~~have ~~initial~~a ~~business~~minimum ~~combination,~~net itworth ~~may~~or bea ~~possible~~certain ~~that~~amount ~~our~~of ~~board,~~cash. inIn ~~exercising~~addition, ~~its~~if ~~business~~shareholder ~~judgment~~approval ~~and~~of ~~subject~~the totransaction ~~its~~is ~~fiduciary~~required ~~duties~~by law, ~~chooses~~or we decide to ~~approve~~obtain ~~one~~shareholder approval for business or other reasons, it may be more ~~amendments~~difficult for us to ~~the~~attain ~~letter~~shareholder ~~agreement.~~approval ~~Any~~of ~~such~~our ~~amendments~~initial tobusiness combination if the ~~letter~~target ~~agreement~~business ~~would~~does not ~~require~~meet ~~approval~~our ~~from~~general criteria and guidelines. If we do not complete our ~~shareholders~~initial ~~and~~business ~~may~~combination, ~~have~~our anpublic ~~adverse~~shareholders ~~effect~~may ononly ~~the~~receive ~~value~~their pro rata portion of anthe ~~investment~~funds in the trust account that are available for distribution to public shareholders, and our ~~securities~~warrants will expire worthless.

34We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.

~~Table~~To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of ~~Contents~~development or growth, we may be affected by numerous risks inherent in such company or business. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

WeWith ~~may~~limited beexceptions, ~~unable~~we are not required to obtain ~~additional~~an ~~financing~~opinion tofrom ~~complete~~an ~~our~~independent ~~initial~~investment ~~business~~banking ~~combination~~firm or tofrom ~~fund~~a ~~the~~valuation ~~operations~~or appraisal firm, and ~~growth~~consequently, ofyou amay ~~target~~have ~~business,~~no ~~which~~assurance ~~could~~from ~~compel~~an usindependent source that the price we are paying for the business is fair to ~~restructure~~our orshareholders ~~abandon~~from a ~~particular~~financial ~~business~~point ~~combination~~of view.

WeUnless ~~have~~we ~~not~~complete ~~selected~~our ~~any~~initial ~~specific~~ business combination ~~target but intend to target businesses~~ with ~~enterprise~~an ~~values~~affiliated ~~that~~entity ~~are~~or ~~greater than we could acquire with the net proceeds of~~ our ~~initial~~board ~~public offering and the sale~~ of ~~the~~directors ~~private~~cannot ~~placement~~independently ~~warrants~~determine ~~and~~ the ~~forward~~fair ~~purchase~~market ~~securities.~~value ~~As a result, if the cash portion~~ of the ~~purchase~~target ~~price~~business ~~exceeds~~or ~~the~~businesses ~~amount~~(including ~~available~~with ~~from~~ the ~~trust~~assistance ~~account, net~~ of ~~amounts~~financial ~~needed to satisfy any redemption by public shareholders~~advisors), we ~~may~~are benot required to ~~seek~~obtain ~~additional~~an ~~financing~~opinion tofrom complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an ~~alternative~~independent ~~target~~investment ~~business~~banking ~~candidate.~~firm ~~Further,~~which weis ~~may~~a bemember ~~required to obtain additional financing in connection with the closing~~ of ~~our~~FINRA ~~initial~~or ~~business~~from ~~combination~~a ~~for~~valuation ~~general corporate purposes, including for maintenance~~ or ~~expansion~~appraisal offirm ~~operations~~that of the ~~post-transaction~~price ~~businesses,~~we ~~the~~are ~~payment~~paying ofis ~~principal~~fair orto ~~interest due on indebtedness incurred in completing~~ our ~~initial~~shareholders ~~business~~from ~~combination,~~a orfinancial topoint ~~fund the purchase~~ of ~~other companies~~view. If weno doopinion ~~not~~is ~~complete our initial business combination~~obtained, our ~~public~~ shareholders ~~may~~will ~~only~~be ~~receive~~relying ~~their~~on ~~pro~~the ~~rata~~judgment ~~portion~~ of ~~the~~our ~~funds~~board inof ~~the trust account that are available for distribution to public shareholders~~directors, ~~and~~who ~~our warrants~~ will ~~expire~~determine ~~worthless.~~fair Inmarket ~~addition,~~value ~~even~~based ifon westandards dogenerally ~~not~~accepted ~~need~~by ~~additional financing to complete our initial business combination, we may require such financing to fund~~ the ~~operations~~financial ~~or growth of the target business~~community. ~~The~~Such ~~failure~~standards toused ~~secure~~will ~~additional~~be ~~financing~~disclosed ~~could~~in ~~have~~our aproxy ~~material~~materials ~~adverse effect on the continued development~~ or ~~growth~~tender ofoffer ~~the~~documents, ~~target~~as ~~business. None of our officers~~applicable, ~~directors~~related ~~or shareholders is required~~ to ~~provide any financing to us in connection with or after~~ our initial business combination.

~~Our initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.~~30

~~Upon~~Table ~~closing~~ of our initial public offering, our initial shareholders will own 20% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. If our initial shareholders purchase any units in our initial public offering 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. Accordingly, our initial shareholders will continue to exert control at least until the completion of our initial business combination.Contents

~~Because~~Resources wecould ~~must~~be ~~furnish~~wasted ~~our~~in ~~shareholders~~researching ~~with~~business ~~target~~combinations ~~business~~that ~~financial~~are ~~statements~~not completed, wewhich ~~may~~could ~~lose~~materially ~~the~~adversely ~~ability~~affect subsequent attempts to ~~complete~~locate anand ~~otherwise~~acquire ~~advantageous~~or merge with another business. If we do not complete our initial business combination, ~~with~~our ~~some~~public ~~prospective~~shareholders ~~target~~may ~~businesses~~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.

~~The~~We ~~federal~~anticipate ~~proxy rules require~~ that the ~~proxy~~investigation ~~statement~~of ~~with~~each ~~respect~~specific totarget business and the ~~vote~~negotiation, ondrafting anand ~~initial~~execution ~~business~~of ~~combination~~relevant ~~include~~agreements, ~~historical~~disclosure documents and ~~pro~~other ~~forma~~instruments ~~financial~~will ~~statement~~require ~~disclosure.~~substantial Wemanagement ~~will~~time ~~include~~and ~~the~~attention ~~same~~and ~~financial~~substantial ~~statement~~costs ~~disclosure~~for inaccountants, ~~connection~~attorneys, ~~with~~consultants ~~our~~and ~~tender~~others. ~~offer~~If ~~documents,~~we ~~whether~~decide or not ~~they~~to ~~are~~complete ~~required~~a ~~under~~specific ~~the~~initial ~~tender~~business ~~offer~~combination, ~~rules.~~the ~~These~~costs ~~financial~~incurred ~~statements~~up ~~may~~to bethat ~~required~~point tofor bethe ~~prepared~~proposed intransaction ~~accordance~~likely ~~with,~~would ornot be ~~reconciled~~recoverable. toFurthermore, ~~accounting~~if ~~principles~~we ~~generally~~reach ~~accepted~~an inagreement ~~the~~relating ~~United~~to ~~States~~a ofspecific ~~America~~target ~~(“GAAP”)~~business, orwe ~~international~~may ~~financial~~fail ~~reporting~~to ~~standards~~complete asour ~~issued~~initial bybusiness ~~the~~combination ~~International~~for ~~Accounting~~any ~~Standards~~number ~~Board~~of ~~(“IFRS”)~~reasons ~~depending~~including onthose ~~the~~beyond ~~circumstances~~our ~~and~~control. ~~the~~Any ~~historical~~such ~~financial~~event ~~statements~~will ~~may~~result ~~be required to be audited~~ in ~~accordance~~a ~~with~~loss ~~the~~to ~~standards~~us of the ~~Public~~related ~~Company~~costs ~~Accounting~~incurred ~~Oversight~~which ~~Board~~could ~~(United~~materially ~~States)~~adversely ~~(“PCAOB”).~~affect ~~These~~subsequent ~~financial~~attempts ~~statement~~to ~~requirements~~locate ~~may~~and ~~limit~~acquire ~~the~~or ~~pool~~merge ofwith ~~potential~~another ~~target~~business. ~~businesses~~If we ~~may~~do ~~acquire~~not ~~because~~complete ~~some~~our ~~targets~~initial ~~may~~business becombination, ~~unable~~our topublic ~~provide~~shareholders ~~such~~may ~~financial~~only ~~statements~~receive intheir ~~time~~pro ~~for~~rata usportion toof ~~disclose~~the ~~such~~funds ~~statements~~ in ~~accordance~~the ~~with~~trust ~~federal~~account ~~proxy~~that ~~rules and~~are ~~complete~~available ~~our~~for ~~initial~~distribution ~~business~~to ~~combination~~public ~~within~~shareholders, ~~the~~and ~~prescribed~~our ~~time~~warrants ~~frame~~will expire worthless.

35We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

~~Table~~When evaluating the desirability of ~~Contents~~effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

~~Compliance~~The ~~obligations~~officers ~~under~~and ~~the~~directors ~~Sarbanes-Oxley~~of ~~Act~~an ~~may~~acquisition ~~make~~candidate itmay ~~more~~resign ~~difficult~~upon ~~for~~completion usof ~~to effectuate~~ our initial business combination,. ~~require~~The ~~substantial~~loss ~~financial~~of ~~and~~a ~~management~~business ~~resources,~~combination ~~and~~target’s ~~increase~~key personnel could negatively impact the ~~time~~operations and ~~costs~~profitability of ~~completing~~our anpost-combination ~~initial~~ business ~~combination~~.

~~Section 404~~The role of ~~the~~an ~~Sarbanes-Oxley~~acquisition ~~Act~~candidate’s ~~requires~~key ~~that~~personnel weupon ~~evaluate~~the ~~and~~completion ~~report on our system~~ of ~~internal controls beginning with~~ our ~~Annual~~initial ~~Report~~business oncombination ~~Form 10-K~~cannot ~~for~~be ~~the~~ascertained ~~year~~at ~~ending~~this ~~December 31, 2021~~time. ~~Only~~Although ~~in the event~~ we ~~are~~contemplate ~~deemed~~that tocertain bemembers aof ~~large accelerated filer or~~ an ~~accelerated~~acquisition ~~filer,~~candidate’s ~~and~~management noteam ~~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 anassociated ~~emerging growth company, we will not be required to comply~~ with the ~~independent~~acquisition ~~registered~~candidate ~~public~~following ~~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~~it ~~not~~is bepossible inthat ~~compliance~~members ~~with the provisions~~ of the ~~Sarbanes-Oxley~~management ~~Act regarding adequacy~~ of ~~its~~an ~~internal~~acquisition ~~controls.~~candidate ~~The~~will ~~development~~not ofwish ~~the internal control of any such entity~~ to ~~achieve~~remain ~~compliance~~in ~~with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination~~place.

~~Risks~~We ~~Relating~~may issue notes or other debt securities, or otherwise incur substantial debt, to ~~Provident~~complete ~~Group~~a business combination, which may adversely affect our ~~Sponsor~~leverage and financial condition and thus negatively impact the value of our ~~Management~~shareholders’ ~~Team~~investment in us.

~~Our~~Although ~~officers~~we ~~and~~have ~~directors~~no ~~will~~commitments ~~allocate~~as ~~their~~of ~~time~~the date of this Annual Report to issue any notes or other ~~businesses~~debt ~~thereby~~securities, ~~causing~~or ~~conflicts~~to ofotherwise ~~interest~~incur inoutstanding ~~their~~debt ~~determination~~following asour toinitial ~~how~~public ~~much~~offering, ~~time~~we may choose to ~~devote~~incur substantial debt to complete our ~~affairs~~initial business combination. ~~This~~We ~~conflict~~and ofour ~~interest~~officers ~~could~~have agreed that we will not incur any indebtedness unless we have obtained from the lender a ~~negative~~waiver ~~impact~~of onany ~~our~~right, ~~ability~~title, interest or claim of any kind in or to ~~complete~~the ~~our~~monies ~~initial~~held ~~business~~in ~~combination~~the trust account. As such, no issuance of debt will affect the per share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

~~Our~~● ~~officers~~default and ~~directors~~foreclosure ~~are~~on ~~not required to, and will not, commit their full time to~~ our ~~affairs,~~assets ~~which~~if ~~may result in a conflict of interest in allocating their time between~~ our ~~operations~~operating ~~and~~revenues ~~our~~after ~~search~~an ~~for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our~~ initial business combination. ~~Each of our officers is engaged in other business endeavors for which he may be entitled to substantial compensation, and our officers~~ are ~~not~~insufficient ~~obligated~~ to ~~contribute~~repay ~~any specific number of hours per week to~~ our ~~affairs.~~debt Our independent directors also serve as officers and board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our officers’ and directors’ other business affairs, please see “Management—Officers, Directors and Director Nominees.”obligations;

We● ~~are~~acceleration ~~dependent~~of ~~upon~~ our ~~officers~~obligations ~~and~~to ~~directors~~repay the indebtedness even if we make all principal and ~~their~~interest ~~loss~~payments ~~could~~when ~~adversely~~due ~~affect~~if ~~our~~we ~~ability~~breach tocertain ~~operate.~~covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.31

~~Our~~Table ~~ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts~~ of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.Contents

~~Our~~● ~~ability to successfully effect~~ our ~~initial~~immediate ~~business~~payment ~~combination is dependent upon the efforts~~ of ~~our~~all ~~key~~principal ~~personnel.~~and ~~The~~accrued ~~role~~interest, ofif ~~our key personnel in the target business~~any, ~~however,~~if ~~cannot presently be ascertained. Although some of our key personnel may remain with~~ the ~~target~~debt ~~business~~security ~~in senior management or advisory positions following our initial business combination, it~~ is ~~likely~~payable ~~that~~on ~~some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business~~demand;

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

~~Table~~● ofour ~~Contents~~inability to pay dividends on our Class A ordinary shares;

~~combination,~~● weusing ~~cannot~~a ~~assure~~substantial ~~you~~portion ~~that~~of our ~~assessment~~cash offlow ~~these~~to ~~individuals~~pay ~~will~~principal ~~prove~~and tointerest beon ~~correct.~~our ~~These~~debt, ~~individuals~~which ~~may~~will bereduce ~~unfamiliar with~~ the ~~requirements~~funds ofavailable ~~operating~~for adividends ~~company~~on ~~regulated~~our byClass ~~the~~A ~~SEC,~~ordinary ~~which~~shares ~~could~~if ~~cause~~declared, usexpenses, tocapital ~~have~~expenditures, toacquisitions ~~expend time~~ and ~~resources~~other ~~helping~~general ~~them~~corporate ~~become familiar with such requirements.~~purposes;

~~Our~~● ~~key~~limitations ~~personnel~~on ~~may~~our ~~negotiate~~flexibility ~~employment or consulting agreements with a target business~~ in ~~connection~~planning ~~with~~for ~~a particular business combination,~~ and areacting ~~particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them~~ to ~~receive~~changes ~~compensation~~in ~~following~~ our ~~initial~~ business ~~combination~~ and asin athe ~~result,~~industry ~~may cause them to have conflicts of interest~~ in ~~determining~~which ~~whether~~we ~~a particular business combination is the most advantageous.~~operate;

~~Our~~● ~~key~~increased ~~personnel~~vulnerability ~~may be able~~ to ~~remain~~adverse ~~with~~changes ~~our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements~~ in ~~connection~~general ~~with~~economic, ~~the~~industry ~~business combination. Such negotiations would take place simultaneously with the negotiation of the business combination~~ and ~~could~~competitive ~~provide~~conditions ~~for such individuals to receive compensation in the form of cash payments~~ and~~/or~~ ~~our~~adverse ~~securities~~changes for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in ~~identifying~~government ~~and~~regulation; ~~selecting a target business, subject to their fiduciary duties under Cayman Islands law.~~and

~~Our~~● ~~officers~~limitations ~~and~~on ~~directors~~our ~~presently~~ability ~~have,~~to ~~and~~borrow ~~any~~additional ofamounts ~~them~~for inexpenses, ~~the~~capital ~~future~~expenditures, ~~may~~acquisitions, ~~have~~debt ~~additional~~service requirements, ~~fiduciary~~execution orof ~~contractual~~our ~~obligations~~strategy toand other ~~entities~~purposes and, ~~accordingly,~~other ~~may~~disadvantages ~~have~~compared ~~conflicts of interest in determining~~ to ~~which~~our ~~entity~~competitors awho ~~particular~~have ~~business~~less ~~opportunity should be presented~~debt.

~~Following~~We the completion of our initial public offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may ~~have,~~only ~~additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will~~ be ~~required~~able to ~~present~~complete aone business combination ~~opportunity~~with tothe ~~such~~proceeds ~~entity. Accordingly, they may have conflicts~~ of ~~interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in~~ our ~~favor~~initial ~~and~~public aoffering ~~potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law. Our amended~~ and ~~restated~~the ~~memorandum~~sale ~~and articles~~ of ~~association provide that, to~~ the ~~fullest~~private ~~extent~~placement ~~permitted~~warrants ~~by applicable law: (i) no individual serving as a director or an officer shall have any duty, except~~ and toforward ~~the~~purchase ~~extent expressly assumed by contract~~securities, towhich ~~refrain~~will ~~from~~cause ~~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~~be ~~in,~~solely ~~any~~dependent ~~potential~~on ~~transaction~~a orsingle ~~matter~~business which may behave a ~~corporate~~limited ~~opportunity~~number ~~for~~of ~~any~~products ~~director~~ or ~~officer, on the one hand, and us, on the other~~services. WeThis dolack ~~not believe, however, that the fiduciary duties or contractual obligations~~ of ~~our~~diversification ~~officers~~may ornegatively ~~directors~~impact ~~will materially affect~~ our ~~ability~~operations toand ~~complete our initial business combination~~profitability.

InThe ~~addition,~~net ~~our~~proceeds ~~sponsor~~from ~~and~~ our ~~officers~~initial ~~and~~public ~~directors~~offering, ~~may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during~~ the ~~period~~private inplacement ~~which~~of wewarrants ~~are~~and ~~seeking~~forward anpurchase ~~initial~~securities ~~business~~provide ~~combination.~~us ~~Any~~with ~~such companies~~$276,950,000 ~~businesses~~that orwe ~~investments~~ may ~~present~~use ~~additional~~to ~~conflicts~~complete ofour ~~interest in pursuing an~~ initial business combination. ~~However,~~(after wetaking dointo ~~not~~account ~~believe~~the ~~that~~$8,050,000 ~~any~~deferred ~~such~~underwriting ~~potential~~commissions ~~conflicts~~being ~~would~~held ~~materially~~in ~~affect~~the ~~our~~trust ~~ability to complete our initial business combination~~account).

~~For~~We may effectuate our initial business combination with a ~~complete~~single ~~discussion~~target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our ~~officers’~~initial ~~and~~business ~~directors’~~combination with more than one target business ~~affiliations~~because of various factors, including the existence of complex accounting issues and the ~~potential~~requirement ~~conflicts~~that ofwe ~~interest~~prepare and file pro forma financial statements with the SEC that ~~you~~present ~~should~~operating beresults ~~aware~~and the financial condition of, ~~please~~several ~~see~~target ~~“Item~~businesses 10as if they had been operated on a combined basis. ~~Directors~~By completing our initial business combination with only a single entity, ~~Executive~~our ~~Officers~~lack of diversification may subject us to numerous economic, competitive and ~~Corporate~~regulatory ~~Governance—Conflicts~~developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of ~~Interest”~~risks ~~and~~or ~~“Certain~~offsetting ~~Relationships~~of ~~and~~losses, ~~Related~~unlike ~~Party~~other ~~Transactions~~entities which may have the resources to complete several business combinations in different industries or different areas of a single industry.” Accordingly, the prospects for our success may be:

~~Our~~● ~~officers,~~solely ~~directors,~~dependent ~~security~~upon ~~holders~~the ~~and~~performance ~~their~~of ~~respective~~a ~~affiliates~~single ~~may~~business, ~~have~~property ~~competitive~~or ~~pecuniary~~asset, ~~interests that conflict with our interests.~~or

We● ~~have~~dependent ~~not~~upon ~~adopted~~the adevelopment ~~policy that expressly prohibits our directors, officers, security holders~~ or ~~affiliates~~market ~~from~~acceptance ~~having~~of a ~~direct~~single or ~~indirect~~limited ~~pecuniary~~number ~~or financial interest in any investment to be acquired or disposed~~ of ~~by us or in any transaction to which we are a party or have an interest. In fact~~products, weprocesses ~~may enter into a business combination with a target business that is affiliated with our sponsor, our directors~~ or ~~officers, although we do not intend to do so~~services. ~~Nor~~

37This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

~~Table~~We ofmay ~~Contents~~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.

doIf we ~~have~~determine ato ~~policy~~simultaneously acquire several businesses that ~~expressly~~are ~~prohibits~~owned ~~any~~by ~~such~~different ~~persons~~sellers, ~~from~~we ~~engaging~~will need for ~~their~~each ~~own~~of ~~account~~such insellers to agree that our purchase of its business ~~activities~~is contingent on the simultaneous closings of the ~~types~~other ~~conducted~~business bycombinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. ~~Accordingly~~With multiple business combinations, ~~such~~we ~~persons~~could oralso ~~entities~~face ~~may~~additional ~~have~~risks, aincluding ~~conflict~~additional ~~between~~burdens ~~their~~and ~~interests~~costs with respect to possible multiple negotiations and ~~ours.~~due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of

The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.32

WeTable may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of ~~interest.~~Contents

~~In light of~~ the ~~involvement~~operations ~~of our sponsor, officers~~ and ~~directors~~services ~~with other entities, we may decide to acquire one~~ or ~~more~~products businesses affiliated with our sponsor, officers, directors or existing holders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under “Management—Conflicts of ~~Interest.”~~the ~~Such~~acquired ~~entities~~companies ~~may~~in ~~compete~~a ~~with~~single usoperating ~~for~~ business ~~combination opportunities~~. ~~Our~~If ~~sponsor,~~we ~~officers and directors~~ are ~~not~~unable ~~currently aware of any specific opportunities for us~~ to ~~complete~~adequately ~~our~~address ~~initial~~these ~~business combination with any entities with which they are affiliated~~risks, ~~and~~it ~~there~~could ~~have~~negatively ~~been~~impact no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our ~~criteria~~profitability ~~for a business combination as set forth in “Item 1. Business—Effecting our initial business combination—Selection of a target business~~ and ~~structuring~~results of ~~our initial business combination” and such transaction was approved by a majority of our independent and disinterested directors~~operations. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

~~Since~~We ~~our~~may ~~sponsor,~~attempt ~~officers~~to ~~and~~complete ~~directors will lose their entire investment in us if~~ our initial business combination ~~is not completed (other than~~ with ~~respect~~a toprivate ~~public~~company ~~shares~~about ~~they~~which ~~may~~little ~~acquire~~information ~~during~~is ~~or after our initial public offering)~~available, awhich ~~conflict of interest~~ may ~~arise~~result in ~~determining whether~~ a ~~particular~~ business combination ~~target~~with a company that is ~~appropriate~~not ~~for~~as ~~our~~profitable ~~initial~~as ~~business~~we ~~combination~~suspected, if at all.

OnIn ~~October 28,~~pursuing ~~2020,~~ our ~~sponsor~~business ~~paid~~combination ~~$25~~strategy,~~000,~~ orwe ~~approximately~~may ~~$0.004~~seek ~~per share,~~ to ~~cover~~effectuate ~~certain of~~ our ~~expenses~~initial inbusiness ~~exchange~~combination ~~for~~with ~~5,750,000~~a ~~founder~~privately ~~shares~~held company. ~~Prior~~Very tolittle ~~our initial~~ public ~~offering,~~information ~~our~~generally ~~sponsor~~exists ~~transferred~~about anprivate ~~aggregate of 110~~companies,~~000~~ ~~of its founder shares, or 22,000 each to (i) our independent director for their board service~~ and ~~(ii) our~~we ~~advisory~~could ~~board~~be ~~members~~required ~~for their advisory service. In addition, in connection with entering into the forward purchase agreement with Ward Ferry, our sponsor transferred~~ to ~~Ward~~make ~~Ferry an aggregate of 312,500 founder shares for no cash consideration concurrently with the closing of~~ our ~~initial~~decision ~~public~~on ~~offering.~~whether ~~Prior~~ to ~~the~~pursue ~~initial~~a ~~investment~~potential ~~in the company of $25,000 by the~~ initial shareholders, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination. Inon ~~addition,~~the ~~our~~basis ~~sponsor purchased an aggregate~~ of ~~6,600,000~~limited ~~private placement warrants for an aggregate purchase price of $6~~information,~~600,000,~~ orwhich ~~$1.00 per warrant. The private placement warrants will also be worthless if we do not complete our initial business combination. The personal and financial interests of our officers and directors~~ may ~~influence~~result ~~their motivation~~ in ~~identifying and selecting~~ a ~~target~~ business combination, ~~completing~~with ana ~~initial~~company ~~business~~that ~~combination~~is ~~and~~not ~~influencing~~as ~~the~~profitable ~~operation of the business following the initial business combination. This risk may become more acute~~ as ~~the~~we ~~24-month anniversary of the closing of our initial public offering nears~~suspected, ~~which~~if isat ~~the deadline for our completion of an initial business combination~~all.

38We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.

~~Table~~Our amended and restated memorandum and articles of ~~Contents~~association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

~~Our~~In ~~management~~order ~~may~~to ~~not~~effectuate bean ~~able~~initial tobusiness ~~maintain~~combination, ~~control~~special purpose acquisition companies have, in the recent past, amended various provisions of atheir ~~target~~charters ~~business~~and ~~after~~other ~~our~~governing ~~initial~~instruments, ~~business~~including ~~combination~~their warrant agreements. We cannot ~~provide~~assure ~~assurance~~you that, ~~upon~~we ~~loss~~will ofnot ~~control~~seek ofto aamend ~~target~~our ~~business,~~amended ~~new~~and ~~management~~restated ~~will~~memorandum ~~possess~~and ~~the~~articles ~~skills,~~of ~~qualifications~~association or ~~abilities~~governing ~~necessary~~instruments in a manner that will make it easier for us to ~~profitably~~complete ~~operate~~our ~~such~~initial business combination that our shareholders may not support.

WeIn ~~may~~order ~~structure~~to ~~our~~effectuate ~~initial~~a business combination, sospecial ~~that~~purpose ~~the~~acquisition ~~post-transaction~~companies ~~company~~have, in ~~which~~the ~~our~~recent ~~public~~past, ~~shareholders~~amended ~~own~~various ~~shares~~provisions ~~will~~of ~~own~~their ~~less~~charters ~~than~~and ~~100%~~governing ofinstruments, ~~the~~including ~~equity~~their ~~interests~~warrant oragreements. ~~assets~~For ofexample, aspecial ~~target~~purpose acquisition companies have amended the definition of business combination, ~~but~~increased weredemption ~~will~~thresholds ~~only~~and ~~complete~~extended ~~such~~the time to consummate an initial business combination ifand, ~~the~~with ~~post-transaction~~respect ~~company~~to ~~owns~~their orwarrants, ~~acquires~~amended ~~50%~~their orwarrant ~~more~~agreements ofto require the ~~outstanding~~warrants ~~voting~~to ~~securities~~be ofexchanged ~~the~~for ~~target~~cash and/or ~~otherwise~~other ~~acquires~~securities. aAmending ~~controlling~~our ~~interest~~amended inand ~~the~~restated ~~target~~memorandum ~~sufficient~~and ~~for~~articles usof ~~not~~association towill berequire ~~required~~a tospecial ~~register~~resolution asunder anCayman ~~investment~~Islands ~~company~~law, ~~under~~which requires the ~~Investment~~affirmative ~~Company~~vote ~~Act.~~of Wea ~~will~~majority ~~not~~of ~~consider~~at ~~any~~least ~~transaction~~two-thirds ~~that~~of ~~does~~the ~~not~~shareholders ~~meet~~who ~~such~~attend ~~criteria.~~and ~~Even~~vote ifat ~~the~~a ~~post-transaction~~general meeting of the company, ~~owns~~and ~~50%~~amending orour ~~more~~warrant agreement will require a vote of ~~the~~holders ~~voting~~of ~~securities~~at least 50% of the ~~target~~public warrants and, ~~our~~solely ~~shareholders~~with ~~prior~~respect to ~~the~~any ~~business~~amendment ~~combination~~to ~~may~~the ~~collectively~~terms ~~own~~of athe ~~minority~~private ~~interest~~placement inwarrants ~~the~~or ~~post~~any ~~business~~provision ~~combination~~of ~~company,~~the ~~depending~~warrant onagreement ~~valuations~~with ~~ascribed~~respect to the ~~target~~private ~~and~~placement uswarrants, in50% of the ~~business~~then ~~combination~~outstanding private placement warrants. ~~For~~In ~~example~~addition, weour ~~could~~amended ~~pursue~~and arestated ~~transaction~~memorandum inand ~~which~~articles weof ~~issue~~association arequires ~~substantial~~us ~~number~~to ofprovide ~~new~~our ~~Class A~~public ~~ordinary~~shareholders ~~shares~~with inthe ~~exchange~~opportunity to redeem their public shares for ~~all~~cash ofif ~~the~~we ~~outstanding~~propose ~~capital~~an ~~stock,~~amendment ~~shares~~to orour ~~other~~amended ~~equity~~and ~~securities~~restated ofmemorandum aand ~~target.~~articles Inof ~~this~~association ~~case,~~(A) to wemodify ~~would~~the ~~acquire~~substance aor ~~100%~~timing ~~interest~~of inour ~~the~~obligation ~~target.~~to ~~However,~~allow asredemption ain ~~result~~connection ofwith ~~the~~our ~~issuance~~initial ofbusiness acombination ~~substantial~~or ~~number~~to ofredeem ~~new~~100% ~~Class A~~of ~~ordinary~~our public shares, ~~our~~if ~~shareholders~~we ~~immediately~~do ~~prior~~not tocomplete ~~such~~an ~~transaction~~initial ~~could~~business ~~own~~combination ~~less~~within ~~than~~24 months aof ~~majority~~the closing of our ~~issued~~initial ~~and~~public ~~outstanding~~offering ~~Class~~or (B) Awith ~~ordinary~~respect ~~shares subsequent~~ to ~~such~~any ~~transaction.~~other Inmaterial ~~addition,~~provisions ~~other~~relating ~~minority~~to shareholders’ ~~may~~rights ~~subsequently~~or ~~combine~~pre-initial ~~their~~business ~~holdings~~combination ~~resulting~~activity. inTo athe ~~single~~extent ~~person~~any orof ~~group~~such ~~obtaining~~amendments awould ~~larger~~be ~~share~~deemed to fundamentally change the nature of the ~~company’s~~securities ~~shares~~offered ~~than~~through this registration statement, we ~~initially~~would ~~acquired.~~register, ~~Accordingly~~or seek an exemption from registration for, ~~this~~the ~~may~~affected ~~make~~securities. itWe ~~more~~cannot ~~likely~~assure you that ~~our~~we ~~management~~ will not beseek ~~able~~ to ~~maintain~~amend ~~control~~our ofcharter or governing instruments or extend the ~~target~~time to consummate an initial business combination in order to effectuate our initial business combination.

Since only holders of our founder shares will have the right to vote on the election of directors prior to our initial business combination, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq’s rules and, as a result, we may qualify for exemptions from certain corporate governance requirements that would otherwise provide protection to shareholders of other companies.33

~~After~~Table ~~completion~~ of our initial public offering, only holders of our founder shares will have the right to vote on the election of directors. As a result, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq’s corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:Contents

~~· we~~The ~~have~~provisions aof ~~board~~our amended and restated memorandum and articles of association that ~~includes~~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 ~~majority~~general meeting of ~~“independent~~the ~~directors~~company (or 65% of the votes cast by our ordinary shares voting,” aswith ~~defined~~respect ~~under~~to ~~Nasdaq~~amendments ~~rules;~~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.

~~· we~~Our ~~have~~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 our initial public offering 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 ~~compensation~~majority ~~committee~~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 ~~board~~trust ~~that~~account ismay ~~comprised~~be ~~entirely~~amended if approved by holders of ~~independent~~65% ~~directors~~of ~~with~~the votes cast by our ordinary shares. Our initial shareholders, who will collectively beneficially own 20% of our ordinary shares after the closing of our initial public offering, 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 they choose. As a ~~written~~result, ~~charter~~we ~~addressing~~may be able to amend the ~~committee’s~~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 ~~responsibilities;~~this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

· Our sponsor, officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have ~~independent~~the ability to pursue remedies against our sponsor, officers, directors or director ~~oversight~~nominees for any breach of these agreements. As a result, in the event of a breach, our ~~director~~shareholders ~~nominations~~would need to pursue a shareholder derivative action, subject to applicable law.

WeOur doletter ~~not~~agreement ~~intend to utilize these exemptions and intend to comply~~ with ~~the~~our ~~corporate governance requirements of Nasdaq~~sponsor, ~~subject~~officers toand ~~applicable~~directors ~~phase~~may ~~—in~~be ~~rules.~~amended ~~However,~~without ifshareholder we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance requirementsapproval.

~~Certain~~Our ~~other~~letter ~~Provident~~agreement ~~Group~~with ~~entities~~our ~~have~~sponsor, ~~similar~~officers orand ~~overlapping~~directors ~~investment~~contain ~~objectives~~provisions relating to transfer restrictions of our founder shares and ~~guidelines~~private placement warrants, indemnification of the trust account, waiver of redemption rights and weparticipation in liquidating distributions from the trust account. The letter agreement may be amended without shareholder approval (although releasing the parties from the restriction not beto ~~presented~~transfer ~~investment~~the ~~opportunities~~founder shares for 185 days following the date of the prospectus will require the prior written consent of the underwriters). While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may ~~otherwise~~have bean ~~suitable~~adverse ~~for~~effect uson the value of an investment in our securities.

Provident Growth and Provident Capital (collectively, “Provident Group”), which are our affiliates, currently invest and plan to continue to invest third-party capital in a wide variety of investment opportunities globally. Since their inceptions, Provident Group have deployed capital across multiple funds and investment products covering a wide variety of industries and geographies. There may be overlap of investment opportunities with certain other Provident Group entities that are actively investing and similar overlap with future Provident Group entities. This overlap could create conflicts of interest. In particular, investment opportunities that may otherwise be suitable for us may not be presented to us by Provident Group or our sponsor. This overlap could also create conflicts in34

39Table of Contents

~~Table~~We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of ~~Contents~~a target business, which could compel us to restructure or abandon a particular business combination.

~~determining~~We intend to ~~which~~target ~~entity~~businesses with enterprise values that are greater than we could acquire with the net proceeds of our initial public offering and the sale of the private placement warrants and the forward purchase securities. As a ~~particular~~result, ~~investment~~if ~~opportunity~~the ~~should~~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 ~~presented~~required to seek additional financing to complete such proposed initial business combination. ~~These~~We ~~conflicts~~cannot ~~may~~assure ~~not~~you that such financing will be ~~resolved~~available inon acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our ~~favor~~initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and aseek ~~potential~~an alternative target business candidate. Further, we may be ~~presented~~required to ~~another~~obtain ~~entity~~additional ~~prior~~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 ~~its~~fund ~~presentation~~the purchase of other companies. If we do not 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.

~~Certain~~Our ~~members~~initial ofshareholders ~~our~~control ~~management team may be involved in and have~~ a ~~greater~~substantial ~~financial~~ interest in ~~the~~us ~~performance~~and ofthus ~~other~~may ~~Provident~~exert ~~Group~~a ~~entities,~~substantial ~~and~~influence ~~such~~on ~~activities~~actions ~~may~~requiring ~~create~~a ~~conflicts~~shareholder ofvote, ~~interest~~potentially in ~~making~~a ~~decisions~~manner onthat ~~our~~you ~~behalf~~do not support.

~~The~~As ~~Provident~~of ~~Group~~December 31, ~~including~~2021, ~~Provident~~Our ~~Growth~~initial ~~and~~shareholders ~~Provident~~owns ~~Capital~~18.53% ~~which~~of ~~are~~ our ~~affiliates~~issued and outstanding ordinary shares. Accordingly, ~~currently~~they ~~invests~~may ~~and~~exert ~~plans~~a tosubstantial ~~continue~~influence toon ~~invest~~actions ~~third-party~~requiring ~~capital~~a shareholder vote, potentially in a ~~wide~~manner ~~variety~~that ofyou ~~investment~~do ~~opportunities~~not ~~globally~~support, including amendments to our amended and restated memorandum and articles of association. ~~Since~~If ~~its~~our ~~inception,~~initial ~~Provident~~shareholders ~~Group~~purchase ~~has~~any ~~deployed~~units ~~capital~~in ~~across~~our ~~multiple~~initial ~~funds~~public ~~and~~offering ~~investment~~or ~~products~~if ~~covering~~our ainitial ~~wide~~shareholders ~~variety~~purchase ofany ~~industries~~additional ~~and~~Class A ~~geographies~~ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. ~~There~~Neither ~~may~~our beinitial ~~overlap~~shareholders nor, to our knowledge, any of ~~investment~~our ~~opportunities~~officers ~~with~~or ~~certain~~directors, have any current intention to purchase additional securities, other ~~Provident~~than ~~Group~~as ~~entities~~disclosed in this Annual Report. Factors that ~~are~~would ~~actively~~be ~~investing~~considered ~~and~~in ~~similar~~making ~~overlap~~such ~~with~~additional ~~future~~purchases ~~Provident~~would ~~Group~~include ~~entities.~~consideration ~~The~~of ~~overlap~~the ~~could~~current ~~create~~trading ~~conflicts~~price of ~~interest~~our Class A ordinary shares. In ~~particular~~addition, ~~investment~~our ~~opportunities~~board ~~that~~of ~~may~~directors, ~~otherwise~~whose members were appointed by our sponsor, is and will be ~~suitable~~divided into three classes, each of which will generally serve for usa terms for three years with only one class of directors being appointed in each year. We may not behold ~~presented~~an annual general meeting to usappoint bynew ~~Provident~~directors ~~Group~~prior orto ~~our~~the ~~sponsor.~~completion ~~This~~of ~~overlap~~our ~~could~~initial ~~create~~business ~~conflicts~~combination, in ~~determining~~which tocase ~~which~~all ~~entity~~of athe ~~particular~~current ~~investment~~directors ~~opportunity~~will ~~should~~continue bein ~~presented~~office until at least the completion of the business combination. ~~These~~If ~~conflicts~~there ~~may~~is ~~not~~an beannual ~~resolved~~general inmeeting, as a consequence of our ~~favor~~“staggered” ~~and~~board of directors, only a ~~potential~~minority ~~target~~of ~~business~~the ~~may~~board of directors will be ~~presented~~considered tofor ~~another~~appointment ~~entity~~and ~~prior~~our toinitial ~~its~~shareholders, ~~presentation~~because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial shareholders will continue to usexert control at least until the completion of our initial business combination.

~~Risks~~Because ~~Relating~~we must furnish our shareholders with target business financial statements, we may lose the ability to ~~Our~~complete ~~Securities~~an otherwise advantageous initial business combination with some prospective target businesses.

WeThe ~~will~~federal ~~need~~proxy rules require that the proxy statement with respect to ~~reclassify~~the vote on an initial business combination include historical and pro forma financial statement disclosure. We will include the ~~warrants~~same ~~issued~~financial statement disclosure in connection with our ~~IPO~~tender asoffer ~~liabilities~~documents, ~~which~~whether ~~would~~or ~~result~~not they are required under the tender offer rules. These financial statements may be required to be prepared in aaccordance ~~correction~~with, or be reconciled to, accounting principles generally accepted in the United States of ~~our~~America ~~previously~~(“GAAP”) ~~reported~~or ~~balance~~international ~~sheet~~financial reporting standards as issued by the International Accounting Standards Board (“IFRS”) depending on ~~Form~~the ~~8-K~~circumstances ~~filed~~and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

In connection with our IPO that closed in January 2021, we issued 23,000,000 units, each consisting of one Class A ordinary share and one-half of one redeemable public warrant and 6,600,000 private placement warrants. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Both the public and private placement warrants were classified as equity in our previously issued audited balance sheet as of January 12, 2021 included in our Current Report on Form 8-K filed on January 19, 2021 (the “Prior Financial Statements”).35

OnTable ~~April 12, 2021, the Staff~~ of the Securities and Exchange Commission (“SEC”) released the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “Statement”) In the Statement, SEC Staff made the observation that certain contractual provisions in the typical warrant agreement may result in such warrants needing to be classified as a liability rather than equity. The SEC Staff concluded that such provisions would require the warrants to be classified as a liability measured at fair value, with changes in fair value reported each period in earnings.Contents

InCompliance ~~consultation~~obligations ~~with~~under ~~our financial consulting firm, our management team has evaluated~~ the ~~contractual~~Sarbanes-Oxley ~~provisions~~Act inmay ~~the~~make ~~warrant~~it ~~agreement~~more ~~and~~difficult ~~have~~for ~~determined~~us ~~that~~to effectuate our ~~public~~initial ~~warrants~~business ~~and private placement warrants should be classified as liabilities. As such~~combination, werequire ~~believe~~substantial ~~the~~financial ~~Prior Financial Statement~~ and ~~the~~management ~~disclosures set forth in the registration statement on Form S-1 initially filed on December 22~~resources, ~~2020, as amended (File No. 333-251571)~~ and ~~prospectus~~increase ~~dated January 7, 2021 filed pursuant to Rule 424b(4) under~~ the ~~captions~~time ~~“Dilution”~~ and ~~“Capitalization”~~costs ~~are no longer accurate. We are currently in the process~~ of ~~assessing~~completing ~~the~~an ~~materiality~~initial ofbusiness ~~such misstatements~~combination.

40Section 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, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. 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.

~~Table~~Risks ofRelating ~~Contents~~to Provident Group, our Sponsor and our Management Team

~~The~~Our ~~securities~~officers inand ~~which~~directors wewill ~~invest~~allocate ~~the~~their ~~funds~~time ~~held~~to inother ~~the~~businesses ~~trust~~thereby ~~account~~causing ~~could~~conflicts ~~bear~~of ainterest ~~negative~~in ~~rate of~~their ~~interest,~~determination ~~which~~as ~~could~~to ~~reduce~~how ~~the~~much ~~value~~time ofto ~~the~~devote ~~assets~~to ~~held~~our inaffairs. ~~trust~~This ~~such~~conflict ~~that~~of ~~the~~interest ~~per-share~~could ~~redemption~~have ~~amount~~a ~~received~~negative byimpact ~~public~~on ~~shareholders~~our ~~may~~ability beto ~~less~~complete ~~than~~our ~~$10.00~~initial ~~per~~business ~~share~~combination.

~~The~~Our ~~proceeds~~officers ~~held~~and indirectors ~~the~~are ~~trust~~not ~~account~~required ~~will~~to, beand ~~invested~~will ~~only~~not, incommit ~~U.S.~~their ~~government~~full ~~treasury~~time ~~obligations~~to ~~with~~our aaffairs, ~~maturity~~which ofmay ~~185~~result ~~days~~in ora ~~less~~conflict orof interest in ~~money~~allocating ~~market~~their ~~funds~~time ~~meeting~~between ~~certain~~our ~~conditions~~operations ~~under~~and ~~Rule 2a-7~~our ~~under~~search ~~the~~for ~~Investment~~a ~~Company~~business ~~Act,~~combination ~~which~~and ~~invest~~their ~~only~~other ~~in direct U~~businesses.S. ~~government~~We ~~treasury~~do ~~obligations.~~not ~~While~~intend ~~short-term~~to ~~U.S.~~have ~~government~~any ~~treasury~~full-time ~~obligations~~employees ~~currently~~prior ~~yield~~to athe ~~positive~~completion ~~rate~~ of ~~interest,~~our ~~they~~initial ~~have~~business ~~briefly~~combination. ~~yielded~~Each ~~negative~~of ~~interest~~our ~~rates~~officers inis ~~recent~~engaged ~~years. Central banks~~ in ~~Europe~~other ~~and~~business ~~Japan~~endeavors ~~pursued~~for ~~interest~~which ~~rates~~he ~~below~~may ~~zero~~be inentitled ~~recent~~to ~~years~~substantial compensation, and ~~the~~our ~~Open~~officers ~~Market~~are ~~Committee of the Federal Reserve has~~ not ~~ruled~~obligated ~~out~~to ~~the~~contribute ~~possibility~~any ~~that~~specific itnumber ~~may~~of inhours ~~the~~per ~~future~~week ~~adopt~~to ~~similar~~our ~~policies in the United States~~affairs. InOur ~~the~~independent ~~event~~directors ~~that~~also weserve doas ~~not~~officers toand ~~complete~~board ~~our~~members ~~initial~~for ~~business~~other ~~combination~~entities. orIf ~~make certain amendments to~~ our ~~amended~~officers’ and ~~restated~~directors’ ~~memorandum~~other ~~and~~business ~~articles~~affairs ofrequire ~~association,~~them ~~our~~to ~~public~~devote ~~shareholders~~substantial ~~are~~amounts ~~entitled~~of time to ~~receive~~such ~~their~~affairs ~~pro-rata~~in ~~share~~excess of ~~the~~their ~~proceeds~~current ~~held~~commitment inlevels, ~~the~~it ~~trust~~could ~~account,~~limit ~~plus~~their ~~any~~ability ~~interest~~to ~~income,~~devote ~~net~~time ofto ~~taxes~~our ~~paid~~affairs orwhich ~~payable~~may ~~(less,~~have ina ~~the~~negative ~~case~~impact weon ~~are~~our ~~unable~~ability to complete our initial business combination~~, $100,000 of interest)~~. ~~Negative~~For ~~interest~~a ~~rates~~complete ~~could~~discussion ~~reduce the value~~ of ~~the~~our ~~assets~~officers’ ~~held~~and indirectors’ ~~trust~~other ~~such~~business ~~that~~affairs, ~~the~~please ~~per-share~~see ~~redemption~~“Management—Officers, ~~amount~~Directors ~~received~~and byDirector ~~public shareholders may be less than $10~~Nominees.~~00 per share.~~”

IfWe we are ~~deemed~~dependent toupon beour anofficers ~~investment~~and ~~company~~directors ~~under~~and ~~the~~their ~~Investment~~loss ~~Company~~could ~~Act,~~adversely weaffect ~~may be required to institute burdensome compliance requirements and~~ our ~~activities~~ability ~~may be restricted, which may make it difficult for us~~ to ~~complete our initial business combination~~operate.

IfOur weoperations are ~~deemed~~dependent toupon bea anrelatively ~~investment~~small ~~company~~group ~~under~~of individuals and, in particular, our officers and directors. We believe that our success depends on the ~~Investment~~continued ~~Company~~service ~~Act~~of our officers and directors, at least until we have completed our ~~activities~~initial ~~may~~business becombination. ~~restricted~~In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including: identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

~~· restrictions~~Our onability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the ~~nature~~efforts of our ~~investments;~~key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

~~· restrictions~~Our onability to successfully effect our initial business combination is dependent upon the ~~issuance~~efforts of ~~securities~~our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

~~each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including:~~36

~~· registration~~Table asof ~~an investment company;~~Contents

~~· adoption~~Our ofkey personnel may negotiate employment or consulting agreements with a ~~specific~~target ~~form~~business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of ~~corporate~~such ~~structure;~~key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

~~· reporting,~~Our ~~record~~key ~~keeping,~~personnel ~~voting,~~may ~~proxy~~be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and ~~disclosure~~could ~~requirements~~provide for such individuals to receive compensation in the form of cash payments and/or ~~other~~our ~~rules~~ securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and ~~regulations~~financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.

InOur ~~order~~officers ~~not~~and todirectors bepresently ~~regulated as an investment company under the Investment Company Act~~have, ~~unless~~and weany ~~can~~of ~~qualify~~them ~~for an exclusion, we must ensure that we are engaged primarily~~ in athe ~~business~~future ~~other~~may ~~than~~have ~~investing~~additional, ~~reinvesting~~fiduciary or ~~trading~~contractual ofobligations ~~securities~~to ~~and~~other ~~that~~entities ~~our activities do not include investing~~and, ~~reinvesting~~accordingly, ~~owning,~~may ~~holding~~have orconflicts ~~trading “investment securities” constituting more than 40%~~ of ~~our~~interest ~~assets~~in ~~(exclusive~~determining ~~of U.S. government securities and cash items) on an unconsolidated basis. Our business will be~~ to ~~identify~~which ~~and~~entity ~~complete~~ a ~~business~~particular ~~combination and thereafter to operate the post-transaction~~ business oropportunity ~~assets~~should ~~for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to~~ be ~~a passive investor~~presented.

WeFollowing dothe ~~not~~completion ~~believe~~of ~~that~~ our ~~anticipated~~initial ~~principal~~public ~~activities~~offering ~~will~~and ~~subject~~until uswe toconsummate ~~the~~our ~~Investment~~initial ~~Company~~business ~~Act. To this end~~combination, ~~the~~we ~~proceeds~~intend ~~held~~to engage in the ~~trust~~business ~~account~~of ~~may~~identifying ~~only~~and becombining ~~invested~~with inone ~~United~~or ~~States~~more ~~“government~~businesses. ~~securities”~~Each ~~within~~of ~~the~~our ~~meaning~~officers ofand ~~Section 2(a)(16)~~directors ofpresently ~~the~~has, ~~Investment~~and ~~Company~~any ~~Act~~of ~~having~~them ain ~~maturity~~the offuture ~~185~~may ~~days~~have, oradditional ~~less~~fiduciary or incontractual ~~money~~obligations ~~market~~to ~~funds~~other ~~meeting~~entities ~~certain~~pursuant ~~conditions~~to ~~under~~which ~~Rule 2a-7~~such ~~promulgated~~officer ~~under~~or ~~the~~director ~~Investment~~is ~~Company~~or ~~Act~~will ~~which~~be ~~invest~~required ~~only~~to inpresent ~~direct~~a ~~U.S.~~business ~~government~~combination ~~treasury~~opportunity ~~obligations. Pursuant~~ to ~~the~~such ~~trust~~entity. ~~agreement~~Accordingly, ~~the~~they ~~trustee~~may ishave ~~not~~conflicts ~~permitted~~of tointerest ~~invest~~ in ~~other~~determining ~~securities~~to orwhich ~~assets.~~entity Bya ~~restricting~~particular ~~the~~business ~~investment~~opportunity ofshould ~~the~~be ~~proceeds~~presented. toThese ~~these~~conflicts ~~instruments,~~may ~~and~~not bybe ~~having~~resolved ain ~~business~~our ~~plan~~favor ~~targeted~~and ata ~~acquiring~~potential ~~and~~target ~~growing~~business ~~businesses~~may ~~for~~be ~~the~~presented ~~long~~to ~~term~~another ~~(rather~~entity ~~than~~prior onto ~~buying~~its ~~and~~presentation ~~selling~~to ~~businesses~~us, insubject ~~the~~to ~~manner~~their offiduciary aduties ~~merchant~~under ~~bank~~Cayman orIslands ~~private~~law. ~~equity~~Our ~~fund),~~amended weand ~~intend~~restated tomemorandum ~~avoid~~and ~~being~~articles ~~deemed~~of anassociation ~~“investment~~provide ~~company”~~that, ~~within~~to the ~~meaning~~fullest ofextent ~~the~~permitted ~~Investment~~by ~~Company~~applicable ~~Act.~~law: ~~Our~~(i) no ~~initial~~individual ~~public~~serving ~~offering~~as isa ~~not~~director ~~intended~~or ~~for~~an ~~persons~~officer ~~who~~shall ~~are~~have ~~seeking~~any aduty, ~~return~~except onand ~~investments~~to inthe ~~government~~extent ~~securities~~expressly orassumed ~~investment~~by ~~securities.~~contract, ~~The~~to ~~trust~~refrain ~~account~~from isengaging ~~intended~~directly asor aindirectly ~~holding~~in ~~place~~the ~~for~~same ~~funds~~or ~~pending~~similar ~~the~~business ~~earliest~~activities toor ~~occur~~lines of ~~either:~~business as us; and (iii) ~~the~~we ~~completion~~renounce ofany ~~our~~interest ~~initial~~or ~~business~~expectancy ~~combination;~~in, ~~(ii) the~~or ~~redemption~~in ofbeing ~~any~~offered ~~public~~an ~~shares~~opportunity ~~properly~~to ~~submitted~~participate in, ~~connection~~any ~~with~~potential transaction or matter which may be a ~~shareholder~~corporate ~~vote~~opportunity tofor ~~amend~~any ~~our~~director ~~amended~~or ~~and~~officer, ~~restated~~on ~~memorandum~~the one hand, and ~~articles~~us, ofon ~~association~~the ~~(A) to~~other. ~~modify~~We do not believe, however, that the ~~substance~~fiduciary duties or ~~timing~~contractual obligations of our ~~obligation~~officers toor ~~allow~~directors ~~redemption~~will inmaterially ~~connection~~affect ~~with~~our ability to complete our initial business combination ~~or to~~.

41In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

~~Table~~For a complete discussion of ~~Contents~~our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest” and “Certain Relationships and Related Party Transactions.”

~~redeem~~Our 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within 24 months from the closing of our initial public offeringofficers, ~~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~~directors, wesecurity ~~may~~holders 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~~their ~~hinder~~respective ~~our~~affiliates ~~ability to complete a business combination. If we do not complete our initial business combination, our public shareholders~~ may ~~only~~have ~~receive~~competitive ~~their~~pecuniary ~~pro~~interests ~~rata portion of the funds in the trust account~~ that ~~are~~conflict ~~available~~with ~~for distribution to public shareholders, and~~ our ~~warrants will expire worthless~~interests.

~~Nasdaq~~We ~~may~~have ~~delist~~not adopted a policy that expressly prohibits our ~~securities~~directors, officers, security holders or affiliates from ~~trading~~having ona ~~its~~direct ~~exchange,~~or ~~which~~indirect ~~could~~pecuniary ~~limit~~or ~~investors’~~financial ~~ability~~interest in any investment to ~~make~~be ~~transactions~~acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our ~~securities~~sponsor, ~~and~~our ~~subject~~directors usor officers, although we do not intend to ~~additional~~do ~~trading~~so. ~~restrictions~~Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

We have listed our securities on Nasdaq. Although we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, following our initial public offering, we must maintain a minimum amount in shareholder’s equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share and our shareholder’s equity would generally be required to be at least $5.0 million. We cannot assure you that we will be able to meet those initial listing requirements at that time.37

IfTable ~~Nasdaq~~of delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:Contents

· The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a ~~limited~~target ~~availability~~business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of ~~market~~interest ~~quotations~~when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our ~~securities;~~shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.

~~· reduced~~We ~~liquidity~~may ~~for~~engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our ~~securities;~~sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

~~· a~~In ~~determination~~light ~~that~~of the involvement of our ~~Class A~~sponsor, ~~ordinary~~officers ~~shares~~and ~~are~~directors awith other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers, directors or existing holders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under “~~penny~~Management—Conflicts ~~stock~~of Interest.” Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will ~~require~~not ~~brokers~~be ~~trading~~specifically infocusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our ~~Class~~criteria for a business combination as set forth in “Item A1. ~~ordinary~~Business—Effecting ~~shares~~our initial business combination—Selection of a target business and structuring of our initial business combination” and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to ~~adhere~~obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm regarding the fairness to ~~more~~our ~~stringent~~company ~~rules and~~from ~~possibly~~a ~~result~~financial inpoint of view of a ~~reduced~~business ~~level~~combination with one or more domestic or international businesses affiliated with our sponsor, officers, directors or existing holders, potential conflicts of ~~trading~~interest ~~activity~~still inmay exist and, as a result, the ~~secondary~~terms ~~trading~~of ~~market~~the ~~for~~business combination may not be as advantageous to our ~~securities;~~public shareholders as they would be absent any conflicts of interest.

~~· a~~Since ~~limited~~our ~~amount~~sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after our initial public offering), a conflict of ~~news~~interest ~~and~~may ~~analyst~~arise ~~coverage;~~in ~~and~~determining whether a particular business combination target is appropriate for our initial business combination.

~~· a~~On ~~decreased~~October 28, ~~ability~~2020, our sponsor paid $25,000, or approximately $0.004 per share, to ~~issue~~cover ~~additional~~certain ~~securities~~of our expenses in exchange for 5,750,000 founder shares. Prior to our initial public offering, our sponsor transferred an aggregate of 110,000 of its founder shares, or ~~obtain~~22,000 ~~additional~~each ~~financing~~to (i) our independent director for their board service and (ii) our advisory board members for their advisory service. In addition, in connection with entering into the ~~future~~forward purchase agreement with Ward Ferry, our sponsor transferred to Ward Ferry an aggregate of 312,500 founder shares for no cash consideration concurrently with the closing of our initial public offering. Prior to the initial investment in the company of $25,000 by the initial shareholders, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor purchased an aggregate of 6,600,000 private placement warrants for an aggregate purchase price of $6,600,000, or $1.00 per warrant. The private placement warrants will also be worthless if we do not complete our initial business combination. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 24-month anniversary of the closing of our initial public offering nears, which is the deadline for our completion of an initial business combination.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our units, Class A ordinary shares and warrants are listed on Nasdaq, our units, Class A ordinary shares and warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.38

42Table of Contents

~~Table~~Our management may not be able to maintain control of ~~Contents~~a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

IfWe wemay ~~seek~~structure ~~shareholder~~our ~~approval~~initial ofbusiness combination so that the post-transaction company in which our ~~initial~~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 ~~and~~if wethe dopost-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 ~~conduct~~to ~~redemptions~~be ~~pursuant~~required to register as an investment company under the ~~tender~~Investment ~~offer~~Company ~~rules,~~Act. ~~and~~We will not consider any transaction that does not meet such criteria. Even if ~~you~~the post-transaction company owns 50% or amore ~~“group”~~of the voting securities of the target, our shareholders ~~are~~prior ~~deemed~~to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to ~~hold~~the target and us in ~~excess~~the ofbusiness ~~15%~~combination. For example, we could pursue a transaction in which we issue a substantial number of ~~our~~new Class A ordinary shares, ~~you~~in ~~will~~exchange ~~lose~~for ~~the~~all ~~ability~~of tothe ~~redeem~~outstanding ~~all~~capital ~~such~~stock, shares inor ~~excess~~other equity securities of 15a 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.

IfSince weonly ~~seek~~holders ~~shareholder approval~~ of our ~~initial~~founder ~~business~~shares ~~combination~~will ~~and~~have wethe doright ~~not conduct redemptions in connection with our initial business combination pursuant~~ to ~~the~~vote ~~tender~~on offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the ~~Exchange~~election ~~Act), is restricted from seeking redemption rights with respect to more than an aggregate~~ of ~~15%~~directors ~~of the shares sold in our initial public offering 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~~Nasdaq ~~inability~~may toconsider ~~redeem~~us ~~the Excess Shares reduces your influence over our ability~~ to ~~complete~~be ~~our initial business combination and you could suffer~~ a ~~material~~“controlled ~~loss~~company” onwithin ~~your~~the ~~investment~~meaning inof usNasdaq’s ~~if you sell Excess Shares in open market transactions. Additionally~~rules and, ~~you~~as ~~will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. As~~ a result, ~~you~~we ~~will~~may ~~continue~~qualify tofor ~~hold~~exemptions ~~that~~from ~~number~~certain ofcorporate ~~shares~~governance ~~exceeding~~requirements ~~15%~~that ~~and,~~would inotherwise ~~order~~provide protection to ~~dispose~~shareholders of ~~such~~other ~~shares, would be required to sell your shares in open market transactions, potentially at a loss~~companies.

~~You~~After completion of our initial public offering, only holders of our founder shares will ~~not~~have bethe ~~permitted~~right to ~~exercise~~vote ~~your~~on ~~warrants~~the ~~unless~~election weof ~~register~~directors. ~~and~~As ~~qualify~~a result, Nasdaq may consider us to be a “controlled company” within the ~~underlying~~meaning ~~Class A~~of ~~ordinary~~Nasdaq’s ~~shares~~corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain ~~exemptions~~corporate ~~are~~governance ~~available.~~requirements, including the requirements that:

If● ~~the~~we ~~issuance~~have ofa ~~the~~board ~~Class A~~that ~~ordinary~~includes ~~shares~~a ~~upon~~majority ~~exercise~~ of ~~the~~“independent ~~warrants is not registered~~directors,” ~~qualified~~as ordefined ~~exempt from registration or qualification~~ under ~~the~~Nasdaq Securities Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units.rules;

We● are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have ~~agreed that, as soon as practicable, but in no event later than 30 business days, after the closing of our initial business combination, we will use our reasonable best efforts to file with the SEC~~ a ~~registration~~compensation ~~statement~~committee ~~covering the registration under the Securities Act~~ of ~~the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use~~ our ~~reasonable~~board ~~best~~that ~~efforts~~is tocomprised ~~cause~~entirely ~~the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise~~ of ~~the~~independent ~~warrants~~directors ~~until the expiration of the warrants in accordance~~ with ~~the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent~~ a ~~fundamental~~written ~~change~~charter inaddressing the ~~information~~committee’s ~~set~~purpose ~~forth~~and inresponsibilities; ~~the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.~~and

If● ~~the~~we ~~Class A~~have ~~ordinary~~independent ~~shares~~director ~~issuable~~oversight ~~upon exercise~~ of ~~the~~our ~~warrants~~director are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemptionnominations.

InWe nodo ~~event~~not ~~will~~intend ~~warrants~~to beutilize ~~exercisable~~these ~~for~~exemptions ~~cash~~and orintend onto acomply ~~cashless~~with ~~basis,~~the ~~and~~corporate wegovernance ~~will~~requirements ~~not~~of beNasdaq, ~~obligated~~subject to ~~issue~~applicable ~~any~~phase —in ~~shares~~rules. toHowever, ~~holders~~if ~~seeking~~we todetermine ~~exercise~~in ~~their warrants, unless~~ the ~~issuance~~future ofto ~~the~~utilize ~~shares~~some ~~upon~~or ~~such~~all ~~exercise~~of isthese ~~registered~~exemptions, oryou ~~qualified~~will ~~under~~not have the ~~securities~~same ~~laws~~protections ofafforded ~~the~~to ~~state~~shareholders of ~~the~~companies ~~exercising~~that ~~holder,~~are orsubject anto ~~exemption~~all ~~from~~of ~~registration~~Nasdaq’s orcorporate ~~qualification~~governance ~~is available~~requirements.

IfCertain ~~our~~other ~~Class A~~Provident ~~ordinary~~Group ~~shares~~entities ~~are~~have atsimilar ~~the~~or ~~time~~overlapping ofinvestment ~~any~~objectives ~~exercise~~and ~~of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act~~guidelines, ~~we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash~~ and, ~~instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event~~ we somay ~~elect, we will~~ not be ~~required~~presented toinvestment ~~file~~opportunities orthat ~~maintain~~may inotherwise ~~effect~~be asuitable ~~registration~~for ~~statement or register or qualify~~us.

43Provident Growth and Provident Capital (collectively, “Provident Group”), which are our affiliates, currently invest and plan to continue to invest third-party capital in a wide variety of investment opportunities globally. Since their inceptions, Provident Group have deployed capital across multiple funds and investment products covering a wide variety of industries and geographies. There may be overlap of investment opportunities with certain other Provident Group entities that are actively investing and similar overlap with future Provident Group entities. This overlap could create conflicts of interest. In particular, investment opportunities that may otherwise be suitable for us may not be presented to us by Provident Group or our sponsor. This overlap could also create conflicts in determining to which entity a particular investment opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.

~~Table of Contents~~39

~~the~~Table ~~shares~~of underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available.Contents

InCertain nomembers ~~event~~of ~~will~~our wemanagement beteam ~~required~~may tobe ~~net~~involved ~~cash~~in ~~settle~~and ~~any~~have ~~warrant, or issue securities (other than upon~~ a ~~cashless~~greater ~~exercise~~financial asinterest ~~described above) or other compensation~~ in ~~exchange for~~ the ~~warrants~~performance inof ~~the~~other ~~event~~Provident ~~that~~Group weentities, ~~are~~and ~~unable~~such toactivities ~~register~~may orcreate ~~qualify~~conflicts ~~the~~of ~~shares~~interest ~~underlying~~in ~~the~~making ~~warrants~~decisions ~~under~~on ~~the~~our ~~Securities Act or applicable state securities laws~~behalf.

~~Provisions~~The inProvident Group, including Provident Growth and Provident Capital which are our ~~amended~~affiliates, currently invests and ~~restated~~plans ~~memorandum~~to continue to invest third-party capital in a wide variety of investment opportunities globally. Since its inception, Provident Group has deployed capital across multiple funds and ~~articles~~investment products covering a wide variety of ~~association~~industries and geographies. There may ~~inhibit~~be aoverlap ~~takeover~~of investment opportunities with certain other Provident Group entities that are actively investing and similar overlap with future Provident Group entities. The overlap could create conflicts of usinterest. In particular, ~~which~~investment ~~could~~opportunities ~~limit~~that ~~the~~may ~~price~~otherwise ~~investors~~be ~~might~~suitable for us may not be ~~willing~~presented to ~~pay~~us inby ~~the~~Provident ~~future~~Group ~~for~~or our ~~Class A~~sponsor. ~~ordinary~~This ~~shares~~overlap could create conflicts in determining to which entity a particular investment opportunity should be presented. These conflicts may not be resolved in our favor and ~~could~~a ~~entrench~~potential ~~management~~target business may be presented to another entity prior to its presentation to us.

~~Our~~Risks ~~amended~~Relating ~~and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider~~ to beOur 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 preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.Securities

WeOur ~~may amend the terms of the~~ warrants inare aaccounted ~~manner~~for ~~that~~as ~~may~~liabilities beand ~~adverse to holders of public warrants with~~ the ~~approval~~changes byin ~~the~~value ~~holders~~ of atour ~~least 50% of the then outstanding public~~ warrants ~~and forward purchase warrants. As a result, the exercise price of your warrants~~ could behave ~~increased, the exercise period could be shortened and the number of Class A ordinary shares purchasable upon exercise of~~ a ~~warrant~~material ~~could~~effect beon ~~decreased,~~our ~~all~~financial ~~without your approval~~results.

~~Our~~On ~~warrants~~April ~~were~~12, ~~issued~~2021, inthe ~~registered~~staff ~~form~~of ~~under~~the aSEC ~~warrant~~issued ~~agreement~~a ~~between~~statement ~~Continental~~(the ~~Stock~~“SEC ~~Transfer &~~Statement”) ~~Trust~~regarding ~~Company,~~the asaccounting ~~warrant agent,~~ and ~~us.~~reporting ~~The~~considerations ~~warrant~~for ~~agreement~~warrants ~~provides~~issued ~~that~~by ~~the~~special ~~terms~~purpose ofacquisition ~~the~~companies ~~warrants~~entitled ~~may~~“Staff beStatement ~~amended~~on ~~without~~Accounting ~~the~~and ~~consent~~Reporting ofConsiderations ~~any~~for ~~holder~~Warrants toIssued ~~cure~~by ~~any~~Special ~~ambiguity~~Purpose orAcquisition ~~correct~~Companies ~~any defective provision~~(“SPACs”), ~~but~~wherein ~~requires~~ the ~~approval~~staff byof the ~~holders~~SEC ofexpressed atits ~~least~~view ~~50%~~that ofcertain ~~the~~terms ~~then~~and ~~outstanding~~conditions ~~public~~common to SPAC warrants ~~and~~may ~~forward~~require ~~purchase~~the warrants to ~~make~~be ~~any~~classified ~~change~~as ~~that~~liabilities ~~adversely~~on ~~affects~~ the ~~interests~~SPAC’s ofbalance ~~the~~sheet ~~registered~~as ~~holders~~opposed ofto ~~public~~being ~~warrants~~treated ~~and~~as ~~forward purchase warrants~~equity. ~~Accordingly~~Specifically, ~~we may amend~~ the ~~terms~~SEC ofStatement ~~the~~focused ~~public~~on ~~warrants~~certain insettlement aterms ~~manner~~and ~~adverse~~provisions related to acertain ~~holder~~tender ofoffers ~~public~~following ~~warrants~~a ifbusiness ~~holders~~combination, ofwhich atterms ~~least~~are ~~50%~~similar ofto ~~the~~those ~~then~~contained ~~outstanding~~in ~~public~~the ~~warrants~~warrant ~~and~~agreement ~~forward~~governing ~~purchase~~Provident’s warrants. ~~approve~~As ofa ~~such~~result ~~amendment.~~of ~~Although~~the ~~our~~SEC ~~ability~~Statement, towe ~~amend~~reevaluated the ~~terms~~accounting treatment of ~~the~~our ~~public~~ warrants, and ~~forward~~pursuant ~~purchase~~to ~~warrants with~~ the ~~consent~~guidance ofin atASC ~~least~~815, ~~50%~~Derivatives ~~of the then outstanding public warrants~~ and ~~forward~~Hedging ~~purchase~~(“ASC ~~warrants is unlimited~~815”), ~~examples~~determined ofthe ~~such~~warrants ~~amendments~~should ~~could~~ be ~~amendments~~classified ~~to,~~as ~~among~~derivative ~~other~~liabilities ~~things,~~measured ~~increase~~at ~~the~~fair ~~exercise~~value ~~price~~on ofour ~~the~~balance ~~warrants~~sheet, ~~convert~~with ~~the~~any ~~warrants~~changes ~~into~~in ~~cash~~fair orvalue ~~shares,~~to ~~shorten~~be ~~the~~reported ~~exercise~~each

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