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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-K

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

For the fiscal year ended December 31, ~~2021~~ 2022

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

FOR THE TRANSITION PERIOD FROM

COMMISSION FILE NUMBER

001-40211

European Biotech Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands N/A (State or other jurisdiction ofofincorporation ~~incorporation~~ or organization) (I.R.S. ~~Employer~~EmployerIdentification ~~Identification~~ Number)

~~Johannes~~EPFL ~~Vermeerplein~~Innovation 9Park Building

~~1071~~1015 DVLausanne ~~Amsterdam~~

~~(Address~~Switzerland ~~of principal executive offices) (Zip Code)~~

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area~~offices) ~~code: 31~~ (0Zip Code) ~~20 664 55 00~~

~~Securities~~Registrant’s ~~registered~~telephone ~~pursuant~~number, toincluding ~~Section 12(b)~~area ofcode: ~~the~~+41 ~~Act:~~77 979 21 09

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant	EBACU	The NASDAQ Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	EBAC	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share	EBACW	The NASDAQ Stock Market LLC

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

Securities registered pursuant to Section 12(g) of the Act: None


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant	EBACU	The NASDAQ Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	EBAC	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share	EBACW	The NASDAQ Stock Market LLC

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark~~to ifSection 12(g) ~~the registrant is a well-known seasoned issuer, as defined in Rule 405~~ of the ~~Securities~~ Act~~. Yes ☐ No ☒~~: None

Indicate by check mark if the registrant is ~~not~~a ~~required~~well-known toseasoned ~~file~~issuer, ~~reports~~as ~~pursuant~~defined toin ~~Section 13~~Rule or405 ~~Section 15(d)~~ of the Securities Act. Yes ☐ No ☒

Indicate by check mark ~~whether~~if the registrant ~~(1) has~~is ~~filed~~not ~~all reports~~ required to befile ~~filed~~reports bypursuant to Section 13 or Section 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 ☒☐ No ☐☒

~~S-T~~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 ☒ No ☐

Indicate by check mark whether the registrant (1) has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

~~non~~S-~~accelerated~~T

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

~~12b~~non-2accelerated

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

~~Large accelerated filer ☐ Accelerated filer ☐ Non~~12b-~~accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒~~2

of the Exchange Act. (Check one):

IfLarge anaccelerated ~~emerging~~filer ~~growth~~☐ ~~company,~~Accelerated ~~indicate~~filer by☐ ~~check~~Non-accelerated ~~mark~~filer if☒ ~~the~~Smaller ~~registrant~~reporting ~~has~~company ~~elected~~☒ ~~not~~Emerging togrowth ~~use~~company ~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐~~ ☒

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant has ~~filed~~elected anot ~~report~~to onuse ~~and~~the ~~attestation~~extended totransition ~~its~~period ~~management’s~~for ~~assessment~~complying ofwith ~~the~~any ~~effectiveness~~new ofor ~~its~~revised ~~internal~~financial ~~control~~accounting ~~over~~standards ~~financial~~provided ~~reporting~~pursuant ~~under~~to Section ~~404~~13(ba) of the ~~Sarbanes-Oxley~~Exchange Act ~~(15 U~~.~~S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.~~ ☐

~~12b~~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-2Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

~~non-affiliates~~If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

AsIndicate by check mark whether any of ~~March~~those ~~25,~~error ~~2022~~corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

~~, the Registrant had 13,209,880 of its Class A ordinary shares, $0.0001 par value per share, and 3,188,696 of its Class B ordinary shares, $0.0001 par value per share, issued and outstanding.~~ 12b-2

of the Act

). Yes ☒ No ☐

The aggregate market value of the ordinary shares held by

~~Auditor Firm Id: 688 Auditor Name: Marcum LLP Auditor Location: New York, NY~~non-affiliates

of the registrant, computed as of June 30, 2022 (the last business day of the registrant’s most recently completed second fiscal quarter) was $129,192,626.

~~DOCUMENTS~~As ~~INCORPORATED~~of BYFebruary ~~REFERENCE~~24, 2023, the

Registrant had 13,209,880 of its Class A ordinary shares, $0.0001 par value per share, and 3,188,696 of its Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

~~None.~~Auditor Firm Id: 688 Auditor Name: Marcum LLP Auditor Location: New York, NY

~~Table~~DOCUMENTS ofINCORPORATED ~~Contents~~BY REFERENCE

~~TABLE~~None. ~~OF CONTENTS~~

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY			1
PART I			2
ITEM 1. BUSINESS			2
ITEM 1A. RISK FACTORS			15
ITEM IB. UNRESOLVED STAFF COMMENTS			49
ITEM 2. PROPERTIES			49
ITEM 3. LEGAL PROCEEDINGS			49
ITEM 4. MINE SAFETY DISCLOSURES			49
PART II			50
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES			50
ITEM 6. RESERVED			50
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			51
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			56
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			F-1
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			57
ITEM 9A. CONTROLS AND PROCEDURES			57
ITEM 9B. OTHER INFORMATION			58
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
PART III			59
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			59
ITEM 11. EXECUTIVE COMPENSATION			68
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			69
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE			72
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES			74
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
SIGNATURES

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND SUMMARY RISK FACTORS


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

PART I

ITEM 1. BUSINESS			1
ITEM 1A. RISK FACTORS			16
ITEM IB. UNRESOLVED STAFF COMMENTS			53
ITEM 2. PROPERTIES			53
ITEM 3. LEGAL PROCEEDINGS			53
ITEM 4. MINE SAFETY DISCLOSURES			53

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES			54
ITEM 6. RESERVED			54
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			55
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			61
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			F-1
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			62
ITEM 9A. CONTROLS AND PROCEDURES			62
ITEM 9B. OTHER INFORMATION			63
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS			63

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			64
ITEM 11. EXECUTIVE COMPENSATION			72
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			73
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE			76
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES			78

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES			79
SIGNATURES			83

10-KTable of Contents

•CAUTIONARY ~~our~~NOTE ~~ability~~REGARDING toFORWARD-LOOKING ~~select~~STATEMENTS anAND ~~appropriate~~SUMMARY ~~target~~RISK ~~business~~FACTORS ~~or businesses;~~

•Some of the statements contained in this Annual Report may constitute “forward-looking statements” for purposes of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding us or our ~~ability~~management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future, including, without limitation, those relating to the Business Combination (as defined below). 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,” “intend,” “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 and without limitation, statements about: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the outcome of any legal proceedings that may be instituted against EBAC, Oculis, the combined company or others following the announcement of the Business Combination; (3) the inability to complete ~~our~~the ~~initial~~Business Combination due to the failure to obtain approval of the shareholders of EBAC or to satisfy other conditions to closing, including the satisfaction of the minimum trust account amount following any redemptions; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards at or following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of Oculis as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the ability of the combined company to obtain regulatory approval for their products, generate revenue, maintain relationships with third party contractors and retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that Oculis or the combined company may be adversely affected by other economic, business, ~~combination~~and/or competitive factors; (11) the limited operating history of Oculis; (12) the Oculis business is subject to significant governmental regulation; (13) the Oculis business may not successfully expand into other markets; and (14) other risks and uncertainties set forth in the sections entitled “Risk Factors” herein and which is set forth in a Registration Statement on Form F-4 (File No. 333-268201) filed by EBAC with the SEC in connection with the Business Combination. The Registration Statement was declared effective by the SEC on February 3, 2023.

•The forward-looking statements contained in this Annual Report are based on our current expectations ~~around~~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 the control of the Company), 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 herein under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We undertake no obligation to update or revise any forward-looking statements, whether as a ~~prospective~~result ~~target~~of ~~business~~new information, future events, or ~~businesses;~~otherwise, except as may be required under applicable securities laws.

•Table ourof success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;Contents

•PART ~~our~~I ~~officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;~~

•References in this report to “we,” “us” or the “Company” refer to European Biotech Acquisition Corp. References to our ~~potential~~“management” ~~ability~~or our “management team” refer to ~~obtain~~our ~~additional~~officers ~~financing~~and directors, and references to ~~complete~~the “Sponsor” refer to LSP Sponsor EBAC B.V., a Dutch limited liability company. References to our “initial ~~business~~shareholders” ~~combination;~~refer to the holders of Founder Shares.

•ITEM 1. ~~our~~BUSINESS. ~~pool of prospective target businesses;~~

•Introduction ~~our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic;~~

•We are a blank check company incorporated on January 8, 2021 as a Cayman Islands exempted company formed for the ~~ability~~purpose of ~~our~~effecting ~~officers~~a ~~and~~Business ~~directors~~Combination. toWe ~~generate~~will not be limited to a ~~number~~particular industry or geographic region in our identification and acquisition of ~~potential~~a ~~business~~target ~~combination~~company. ~~opportunities;~~

•On March 18, 2021, we consummated our initial public ~~securities’~~offering ~~potential~~(the ~~liquidity~~“IPO” or “Initial Public Offering”) of 12,000,000 Units, at $10.00 per Unit, generating gross proceeds of $120.0 million, and ~~trading;~~incurring offering costs of approximately $7.1 million, of which $4.2 million was for deferred underwriting commissions (see Note 3 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2022). We granted the underwriter a 45-day option to purchase up to an additional 1,800,000 Units at the IPO price to cover over-allotments, if any. On April 29, 2021, the underwriters partially exercised the over-allotment option, and the closing of the issuance and sale of the additional 754,784 Over-Allotment Units occurred on May 3, 2021. The issuance by the Company of the Over-Allotment Units at a price of $10.00 per unit resulted in total gross proceeds of approximately $7.5 million.

•Simultaneously with the ~~lack~~closing of the IPO, we consummated the Private Placement of 440,000 units, at a ~~market~~price ~~for~~of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of $4.4 million (see Note 4 to our ~~securities;~~consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2022). Simultaneously with the issuance and sale of the Option Units, the Company consummated the private placement with the Sponsor of 15,096 Additional Private Placement Units, generating total proceeds of $150,960.

•Approximately $127.5 million of the ~~use~~net proceeds of ~~proceeds~~the ~~not~~IPO ~~held~~were placed in ~~the~~a Trust Account, (located in the United States with Continental Stock Transfer & Trust Company acting as ~~described~~trustee, ~~herein~~and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or ~~available~~less toor in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invests only in direct U.S. government treasury obligations, as determined by us, ~~from~~until ~~interest~~the ~~income~~earlier onof: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account ~~balance;~~as described below.

•Our ~~the~~management ~~Trust~~has ~~Account~~broad ~~not~~discretion ~~being~~with ~~subject~~respect to ~~claims~~the specific application of ~~third~~the ~~parties;~~net orproceeds of the IPO and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully.

•We ~~our~~must ~~financial~~complete ~~performance~~one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, we will only complete a 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.

~~The~~If ~~forward-looking~~we ~~statements contained in this report~~ are ~~based~~unable onto ~~our~~complete ~~current~~a ~~expectations~~Business ~~and~~Combination ~~beliefs~~within ~~concerning~~the ~~future~~Combination ~~developments~~Period, ~~and~~we ~~their potential effects on us. There can be no assurance that future developments affecting us~~ will be(i) cease ~~those~~all ~~that~~operations weexcept ~~have~~for ~~anticipated.~~the ~~These~~purpose ~~forward- looking statements involve a number~~ of ~~risks,~~winding ~~uncertainties~~up; (~~some of which are beyond our control~~ii) as orpromptly ~~other~~as ~~assumptions~~reasonably ~~that~~possible ~~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” in this Annual Report. Should one or~~ more ofthan ~~these~~ten ~~risks~~business ordays ~~uncertainties materialize~~thereafter, orredeem ~~should~~the ~~any~~Public ofShares, ~~our~~at ~~assumptions~~a ~~prove~~per-share ~~incorrect~~price, ~~actual~~payable ~~results may vary~~ in ~~material~~cash, ~~respects~~equal ~~from those projected in these forward-looking statements. We undertake no obligation~~ to ~~update~~the oraggregate ~~revise~~amount ~~any~~then ~~forward-looking~~on ~~statements,~~deposit ~~whether~~in asthe aTrust ~~result of new information~~Account, ~~future~~including ~~events~~interest orearned ~~otherwise,~~on ~~except~~the asfunds ~~may~~held bein ~~required~~the ~~under~~Trust ~~applicable~~Account ~~securities~~and ~~laws.~~

~~PART~~ not Ipreviously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the 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 the remaining shareholders and the 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 the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate a Business Combination within the Combination Period.

~~References~~Proposed inBusiness ~~this~~Combination report to “we,” “us” or the “Company” refer to European Biotech Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to LSP Sponsor EBAC B.V., a Dutch limited liability company. References to our “initial shareholders” refer to the holders of Founder Shares.

~~ITEM~~On October 117, 2022, we entered into a Business Combination Agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”) with Oculis SA, a public limited liability company (société anonyme) incorporated and existing under the laws of Switzerland (“Oculis”). ~~BUSINESS~~Oculis is a clinical-stage biopharmaceutical company, based in Switzerland, with substantial expertise in therapeutics used to treat ocular diseases, and engaged in the development of innovative drug candidates which have the potential to address many eye-related conditions. Oculis’s focus is on advancing therapeutic candidates intended to treat significant and growing ophthalmic diseases which result in vision loss, blindness or reduced quality of life, for which there are currently limited or no treatment options. Upon the terms and subject to the conditions of the Business Combination Agreement and in accordance with applicable law, as soon as practicable following the date hereof, (i) EBAC will form, or cause to be formed, (a) Oculis Holding AG, a public limited liability company incorporated and existing under the laws of Switzerland and that will be a direct wholly owned subsidiary of EBAC (“New Parent”), (b) a new Cayman Islands exempted company that will be a direct wholly owned subsidiary of New Parent (“Merger Sub 1”), (c) another new Cayman Islands exempted company that will be a direct wholly owned subsidiary of New Parent (“Merger Sub 2”) and (d) a new limited liability company (Gesellschaft mit beschränkter Haftung) incorporated and existing under the laws of Switzerland that will be a direct wholly owned subsidiary of New Parent (“Merger Sub 3”) and (ii) EBAC will cause New Parent, Merger Sub 1, Merger Sub 2 and Merger Sub 3 to become a party to the Business Combination Agreement.

~~Introduction~~In connection with the transactions contemplated by the Business Combination Agreement, among other things, (i) Merger Sub 1 will merge with and into EBAC, with EBAC surviving such merger as a wholly owned subsidiary of New Parent (the “First Merger”), (ii) as a result of the First Merger, (a) each issued and outstanding share of EBAC Common Stock will automatically convert into one class of ordinary shares of the surviving company in the First Merger (“Surviving EBAC Shares”), (b) each issued and outstanding warrant issued by EBAC to purchase Class A Common Stock of EBAC will be automatically converted into warrants of the surviving company in the First Merger (“Surviving EBAC Warrants”), and (c) EBAC will deposit or cause to be deposited with the Exchange Agent the Surviving EBAC Shares and Surviving EBAC Warrants, (iii) following the First Merger Effective Time but prior to the Second Merger Effective Time, the Exchange Agent will contribute the Surviving EBAC Shares and Surviving EBAC Warrants to New Parent in exchange for New Parent Class A ordinary shares, nominal value CHF 0.01 per share (the “New Parent Shares”) and a right to acquire New Parent Shares (each, a “New Parent Warrant”), with both New Parent Shares and New Parent Warrants to be held by the Exchange Agent solely on behalf of the holders of Surviving EBAC Shares and Surviving EBAC Warrants (the “New Parent Interests Consideration, (iv) prior to the Second Merger Effective Time, the Exchange Agent will undertake to (a) distribute the New Parent Shares as part of the New Parent Interests Consideration to the holders of Surviving EBAC Shares and (b) distribute the New Parent Warrants as part of the New Parent Interests Consideration to the holders of Surviving EBAC Warrants, (v) after the First Merger Effective Time and following the completion of the Exchange Agent Contribution Actions, EBAC will merge with and into Merger Sub 2, with Merger Sub 2 as the surviving company and remaining a wholly owned subsidiary of New Parent, (vi) consenting Oculis shareholders executing the Company Shareholders Support Agreements will contribute their shares of Oculis to New Parent in exchange for New Parent Shares and (vii) approximately 30 days after the Acquisition Closing Date, Oculis will merge with and into Merger Sub 3, with Merger Sub 3 as the surviving company.

WeThe ~~are~~Business aCombination ~~blank~~Agreement ~~check~~and ~~company~~the ~~incorporated~~transactions oncontemplated ~~January~~thereby 8,were ~~2021~~approved asby ~~a Cayman Islands exempted company formed for~~ the ~~purpose~~boards of ~~effecting~~directors aof ~~Business~~each ~~Combination.~~of WeEBAC ~~will not be limited to a particular industry or geographic region in our identification~~ and ~~acquisition of a target company~~Oculis.

~~On March 18, 2021, we consummated our IPO of 12,000,000 Units, at $10.00 per Unit, generating gross proceeds of $120.0 million, and incurring offering costs of approximately $7.1 million, of which $4.~~2 million was for deferred underwriting commissions (see Note 3 to our financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2021). We granted the underwriter a 45-day option to purchase up to an additional 1,800,000 Units at the IPO price to cover over-allotments, if any. On April 29, 2021, the underwriters partially exercised the over-allotment option, and the closing of the issuance and sale of the additional 754,784 Over-Allotment Units occurred on May 3, 2021. The issuance by the Company of the Over-Allotment Units at a price of $10.00 per unit resulted in total gross proceeds of approximately $7.5 million.

SimultaneouslyTable with the closing of the IPO, we consummated the Private Placement of 440,000 units, at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of $4.4 million (see Note 4 to our financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2021). If the over-allotment option is exercised in full, the Sponsor will purchase an additional 36,000 Private Placement Units. Simultaneously with the issuance and sale of the Option Units, the Company consummated the private placement with the Sponsor of 15,096 Additional Private Placement Units, generating total proceeds of $150,960. Contents

~~Upon~~PIPE ~~the~~Subscription ~~closing~~Agreements of the IPO and the Private Placement, approximately $120.0 million ($10.00 per Unit) of the net proceeds of the IPO and certain of the proceeds of the Private Placement were placed in a Trust Account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invests only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. In addition, the Sponsor and certain investors have advanced an aggregate amount of approximately $360,000 into the Trust Account to cover for the over-allotment option, if exercised. If the over-allotment option is not exercised, the excess funds will be returned to such related parties. Upon partial exercise of the over-allotment, on May 4, 2021, the Company returned excess cash of $209,040 to the related parties.

~~Our~~In ~~management~~connection ~~has~~with ~~broad~~the ~~discretion~~foregoing and concurrently with ~~respect~~the execution of the Business Combination Agreement, we entered into subscription agreements with the Initial PIPE Investors (the “Initial Subscription Agreements”), pursuant to which the ~~specific~~Initial ~~application~~PIPE ofInvestors have agreed to purchase from us, severally and not jointly, and we have agreed to issue from treasury and sell to the ~~net~~Initial ~~proceeds~~PIPE Investors, a number of EBAC Class A Common Stock equal to (i) the ~~IPO~~total subscription amount from the Initial PIPE Investors divided by (ii) $10.00 (the “Initial PIPE Financing”). Subsequent to the Initial PIPE Financing, on January 26, 2023, EBAC entered into subscription agreements (the “Subsequent Subscription Agreements”, and together with the ~~sale~~Initial Subscription Agreements, the “Subscription Agreements”) with certain subscribers (the “Subsequent PIPE Investors”, and together with the Initial PIPE Investors, the “PIPE Investors”), pursuant to which the Subsequent PIPE Investors have agreed to subscribe for, and we have agreed to issue to the Subsequent Subscribers, an aggregate of ~~Private~~788,500 ~~Placement~~EBAC ~~Units~~Class A Common Stock at a price of $10.00 per share, ~~although~~for ~~substantially~~aggregate ~~all~~gross proceeds of $7,885,000 (the ~~net~~“Subsequent ~~proceeds~~PIPE ~~are~~Financing”, ~~intended~~and together with the Initial PIPE Financing, the “PIPE Financing”). The aggregate amount of EBAC Class A Common Stock to be ~~applied~~issued ~~generally~~pursuant ~~toward~~to ~~consummating~~the aPIPE ~~Business~~Financing ~~Combination~~is 7,118,891 shares for aggregate gross proceeds of $71,188,910. ~~There~~The isshares noof ~~assurance~~EBAC ~~that~~Class A weCommon ~~will~~Stock to be ~~able~~issued from treasury pursuant to ~~complete~~the Subscription Agreements have not been registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) ~~Business~~of ~~Combination~~the ~~successfully~~Securities Act (as defined below). Upon the Acquisition Closing, New Parent will grant the PIPE Investors certain customary registration rights in connection with the PIPE Financing (as defined below), including demand and piggyback rights, as set forth in the Amended Registration Rights and Lock-Up Agreement (as defined below). The PIPE Financing is contingent upon, among other things, the Acquisition Closing.

2Non-Redemption Agreements

~~Table~~Concurrently with the execution of ~~Contents~~the Business Combination Agreement, certain shareholders of EBAC (the “EBAC Voting Shareholders”) entered into non-redemption agreements (the “Non-Redemption Agreements”) with EBAC and Sponsor.

WePursuant ~~must~~to ~~complete~~the ~~one~~Non-Redemption orAgreements, ~~more~~each ~~initial~~EBAC ~~Business~~Voting ~~Combinations~~Shareholder ~~having~~agreed anfor ~~aggregate~~the ~~fair~~benefit ~~market~~of ~~value~~EBAC ofto atnot ~~least~~redeem ~~80%~~and to vote all of ~~the~~their ~~net~~EBAC ~~assets~~ordinary ~~held~~shares innow ~~the~~owned ~~Trust~~or ~~Account~~hereafter ~~(excluding~~acquired (the ~~deferred~~“Subject ~~underwriting~~EBAC ~~commissions~~Equity ~~and~~Securities”), ~~taxes~~representing ~~payable~~700,789 onEBAC ~~the~~ordinary ~~interest~~shares ~~earned~~in on the ~~Trust~~aggregate, ~~Account)~~in atfavor of the ~~time~~transaction ofproposals. ~~the~~In ~~signing~~connection ofwith these commitments from the ~~agreement~~EBAC toVoting ~~enter~~Shareholders, ~~into~~Sponsor ~~the~~has ~~initial~~agreed ~~Business~~to ~~Combination.~~transfer ~~However,~~to weeach ~~will~~Investor ~~only~~one ~~complete~~New aParent ~~Business~~Share ~~Combination~~for ifevery ~~the~~ten ~~post-transaction~~EBAC ~~company~~ordinary ~~owns~~shares orowned ~~acquires~~by ~~50%~~such investor, on or ~~more~~promptly offollowing the ~~outstanding~~Acquisition ~~voting~~Closing ~~securities~~Date. ofThe ~~the~~EBAC ~~target~~Voting orShareholders ~~otherwise~~also ~~acquires~~each aagreed ~~controlling~~to ~~interest~~a inlock-up ~~the~~to ~~target~~not ~~sufficient~~transfer ~~for~~any itSubject ~~not~~EBAC toEquity beSecurities ~~required~~for toa ~~register~~period asof an90 ~~investment~~calendar ~~company~~days ~~under~~after the ~~Investment~~Acquisition ~~Company~~Closing ~~Act~~Date.

~~per-share~~Sponsor Letter Agreement

~~Effecting~~Concurrently ~~Our~~with ~~Initial~~the execution of the Business Combination Agreement, the Sponsor entered into a letter agreement (the “Sponsor Letter Agreement”) with EBAC and Oculis pursuant to which the Sponsor agreed, among other things, to (i) vote all of the EBAC Common Stock it beneficially owns in favor of the Business Combination and related transactions and to take certain other actions in support of the Business Combination Agreement and related transactions, (ii) not transfer its shares of EBAC Common Stock and EBAC Warrants, in each case until the consummation of the Acquisition Closing (subject to certain customary exceptions), (iii) waive certain anti-dilution adjustments and (iv) waive certain redemption rights.

~~General~~Amended and Restated Registration Rights and Lock-Up Agreement

WeOn ~~are~~the ~~not~~Acquisition ~~presently~~Closing ~~engaged in~~Date, ~~and~~the weSponsor ~~will~~and ~~not~~certain ~~engage~~shareholders ~~in, any operations for an indefinite period~~ of ~~time~~Oculis ~~following~~and ~~the~~New ~~public~~Parent ~~offering.~~will Weenter ~~intend~~into toan ~~effectuate~~amended ~~our~~and ~~initial~~restated ~~business~~registration ~~combination~~rights ~~using~~agreement ~~cash~~and ~~from~~lock-up ~~the~~agreement ~~proceeds of~~ (the ~~public~~“Amended ~~offering~~ and ~~the~~Restated ~~sale~~Registration ofRights ~~the~~and ~~private~~Lock-Up ~~placement~~Agreement”) ~~units,~~pursuant ~~our~~to ~~equity~~which, ~~debt~~among orother athings, ~~combination~~certain shareholders of ~~these~~New asParent ~~the~~will ~~consideration to~~ be ~~paid~~granted incertain ~~our~~customary ~~initial~~demand ~~business~~and ~~combination.~~“piggy-back” Weregistration ~~may~~rights ~~seek to complete our initial business combination~~ with arespect ~~company or business that may be financially unstable or in its early stages of development or growth, which would subject us~~ to ~~the~~their ~~numerous~~respective ~~risks~~New ~~inherent~~Parent ~~in such companies and businesses~~Shares.

If3 our initial business combination is paid for using equity or debt, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-business combination 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.

WeTable have not selected any business combination target. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business, other than our officers and directors. Accordingly, there is no current basis for investors in the public offering to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business. Contents

WeThe ~~may~~Amended ~~need~~and toRestated ~~obtain~~Registration ~~additional~~Rights ~~financing~~and toLock-Up ~~complete~~Agreement ~~our~~will ~~initial~~contain ~~business~~certain ~~combination,~~restrictions ~~either~~on ~~because~~transfer ~~the~~of ~~transaction~~New ~~requires~~Parent ~~more~~Shares ~~cash~~and ~~than~~other isRegistrable ~~available~~Securities ~~from~~(as ~~the~~defined ~~proceeds~~therein) ~~held~~to inbe ~~our~~held ~~Trust~~by ~~Account,~~the orHolders ~~because~~immediately wefollowing ~~become~~the ~~obligated~~Acquisition toClosing ~~redeem~~(the a“Lock-up ~~significant~~Securities”). ~~number~~Such ofrestrictions ~~our~~begin ~~public~~on ~~shares~~the ~~upon~~Acquisition ~~completion~~Closing ofDate ~~the~~and ~~business~~end ~~combination,~~on inthe ~~which~~earlier ~~case~~of we(x) (i) ~~may~~for ~~issue~~the ~~additional~~Sponsor ~~securities~~the or270 ~~incur~~days ~~debt~~after inthe ~~connection~~Acquisition ~~with~~Closing ~~such~~Date ~~business~~and ~~combination.~~(ii) for ~~There~~the ~~are~~rest noof ~~prohibitions~~the onHolders ~~our~~180 ~~ability~~days tofrom ~~issue~~the ~~securities~~Acquisition orClosing ~~incur~~Date ~~debt~~and in(y) the ~~connection~~last ~~with~~reported ~~our~~trading ~~initial~~price ~~business~~of ~~combination.~~the WeNew ~~are~~Parent ~~not~~Shares ~~currently~~on aNasdaq ~~party~~exceeds to$15.00 ~~any~~for ~~arrangement~~20 ortrading ~~understanding~~days ~~with~~within any ~~third-party~~30 ~~with~~trading ~~respect~~day toperiod ~~raising~~commencing ~~any~~at ~~additional~~least ~~funds~~150 ~~through~~days ~~the~~after ~~sale of securities,~~ the ~~incurrence~~Acquisition ofClosing ~~debt or otherwise~~Date.

3Effecting Our Initial Business Combination

~~Table~~General ~~of Contents~~

~~Sources~~We are not presently engaged in, and we will not engage in, any operations for an indefinite period of ~~Target~~time ~~Businesses~~following the public offering. We intend to effectuate our initial business combination using cash from the proceeds of the public offering and the sale of the private placement units, our equity, debt or a combination of these as the consideration to be paid in our initial business combination. 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.

~~out-~~If our initial business combination is paid for using equity or debt, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-~~pocket~~business combination 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.

WeIn ~~are~~the event that the proposed business combination is not ~~prohibited~~consummated, ~~from~~we ~~pursuing~~may pursue an initial business combination ~~with~~target ain ~~company~~any ~~that~~industry. Accordingly, there is ~~affiliated~~no ~~with~~current ~~our~~basis ~~sponsor,~~for ~~officers~~investors in the public offering to evaluate the possible merits or ~~directors.~~risks Inof the ~~event~~target business with which we ~~seek~~may toultimately complete our initial business combination. ~~with~~Although aour ~~company~~management ~~that~~will isassess ~~affiliated~~the ~~with~~risks ~~our~~inherent ~~sponsor~~in ora ~~any~~particular oftarget ~~our~~business ~~officers~~with orwhich ~~directors~~we may combine, we, orcannot aassure ~~committee~~you ofthat ~~independent~~this ~~directors,~~assessment will ~~obtain~~result anin ~~opinion~~our ~~from~~identifying anall ~~independent~~risks ~~investment~~that ~~banking~~a ~~firm~~target orbusiness ~~another~~may ~~independent~~encounter. ~~entity~~Furthermore, ~~that~~some ~~commonly~~of ~~renders~~those ~~valuation~~risks ~~opinions~~may ~~that~~be ~~such~~outside ~~initial~~of ~~business~~our ~~combination~~control, ismeaning ~~fair~~that towe ~~our~~can ~~company~~do ~~from~~nothing ato ~~financial~~control ~~point~~or ofreduce ~~view.~~the Wechances ~~are~~that ~~not~~those ~~required~~risks towill ~~obtain~~adversely ~~such~~affect ana ~~opinion~~target ~~in any other context~~business.

~~Each~~We ofmay ~~our~~need ~~officers~~to ~~and~~obtain ~~directors~~additional ~~presently~~financing ~~has,~~to ~~and~~complete ~~any~~our ofinitial ~~them~~business ~~in the future may have~~combination, ~~additional,~~either ~~fiduciary~~because orthe ~~contractual~~transaction ~~obligations~~requires tomore ~~other~~cash ~~entities,~~than ~~including~~is ~~entities~~available ~~that~~from ~~are~~the ~~affiliates~~proceeds ofheld in our ~~sponsor,~~Trust ~~pursuant~~Account toand ~~which~~the ~~such~~proceeds ~~officer~~from orthe ~~director~~PIPE isFinancing, or ~~will~~because bewe ~~required~~become obligated to ~~present~~redeem a ~~business~~significant ~~combination~~number ~~opportunity to such entity. Accordingly, if any~~ of our ~~officers~~public orshares ~~directors~~upon ~~becomes~~completion ~~aware~~ of athe business combination, ~~opportunity~~in which iscase ~~suitable~~we ~~for~~may anissue ~~entity~~additional tosecurities ~~which he~~ or ~~she~~incur ~~has~~debt ~~then-current~~in ~~fiduciary~~connection orwith ~~contractual~~such ~~obligations,~~business hecombination. orThere ~~she~~are ~~will~~no ~~honor~~prohibitions ~~his~~on orour ~~her~~ability ~~fiduciary or contractual obligations~~ to ~~present~~issue ~~such~~securities ~~business~~or ~~combination~~incur ~~opportunity~~debt toin ~~such~~connection ~~entity,~~with ~~subject~~our toinitial ~~their~~business ~~fiduciary duties under Cayman Islands law~~combination.

~~Evaluation~~Sources of a Target ~~Business~~Businesses ~~and Structuring of Our Initial Business Combination~~

InWe ~~evaluating~~anticipate athat ~~prospective~~ target business candidates will be brought to our attention from various unaffiliated sources, weincluding ~~expect~~investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Target businesses may be brought to ~~conduct~~our anattention ~~extensive~~by ~~due~~such ~~diligence~~unaffiliated ~~review~~sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may ~~encompass~~be interested on an unsolicited basis, assince ~~applicable~~some of these sources will have read this annual report and ~~among~~know ~~other~~what ~~things,~~types ~~meetings~~of ~~with~~businesses ~~incumbent~~we ~~management~~are targeting. Our officers and ~~employees~~directors, ~~document~~as ~~reviews~~well as their affiliates, ~~interviews~~may also bring to our attention target business candidates that they become aware of ~~customers~~through ~~and~~their ~~suppliers~~business contacts as a result of formal or informal inquiries or discussions they may have, ~~inspection~~as well as attending trade shows or conventions. In addition, we expect to receive a number of ~~facilities~~proprietary ~~and~~deal flow opportunities that would not otherwise necessarily be available to us as a ~~review~~result of ~~financial~~the business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other ~~information~~individuals ~~about~~that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the ~~target~~future, ~~and~~in ~~its~~which ~~industry~~event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will ~~also~~engage ~~utilize~~a finder only to the extent our management ~~team’s~~determines ~~operational~~that ~~and~~the ~~capital~~use ~~planning~~of ~~experience.~~a Iffinder wemay ~~determine~~bring opportunities to ~~move~~us ~~forward~~that may not otherwise be available to us or if finders approach us on an unsolicited basis with a ~~particular~~potential ~~target,~~transaction wethat ~~will~~our ~~proceed~~management determines is in our best interest to ~~structure~~pursue. ~~and~~Payment ~~negotiate~~of ~~the~~finder’s ~~terms~~fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the ~~business~~funds ~~combination~~held ~~transaction~~in the Trust Account. In no event, however, will our sponsor or any of our

~~The~~4 time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty.

4Table of Contents

~~Table~~ existing officers or directors, or their respective affiliates paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of ~~Contents~~our initial business combination (regardless of the type of transaction that it is). We have agreed to pay an affiliate of our sponsor a total of $20,000 per month for office space, administrative, and support services and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. As of October 17, 2022, such arrangements has been terminated with no further payments or other obligations owed to such affiliate. Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate.

~~Any~~We ~~costs~~are ~~incurred~~not ~~with~~prohibited ~~respect~~from topursuing ~~the~~an ~~identification~~initial ~~and~~business ~~evaluation~~combination ~~of,~~with ~~and~~a ~~negotiation~~company that is affiliated with our sponsor, aofficers ~~prospective~~or ~~target~~directors. ~~business~~In ~~with~~the ~~which~~event we seek to complete our initial business combination iswith ~~not~~a ~~ultimately~~company ~~completed~~that ~~will~~is ~~result~~affiliated inwith our ~~incurring~~sponsor ~~losses~~or ~~and~~any ~~will~~of ~~reduce~~our ~~the~~officers ~~funds~~or directors, we, ~~can~~or ~~use~~a tocommittee ~~complete~~of ~~another~~independent ~~business~~directors, ~~combination. The company~~ will ~~not~~obtain ~~pay~~an ~~any~~opinion ~~consulting~~from ~~fees~~an toindependent ~~members~~investment ofbanking ~~our~~firm ~~management team,~~ or ~~their~~another ~~respective~~independent ~~affiliates,~~entity ~~for~~that ~~services~~commonly ~~rendered~~renders tovaluation oropinions inthat ~~connection~~such ~~with our~~ initial business combination. Inis ~~addition,~~fair weto ~~have~~our ~~agreed~~company ~~not~~from toa ~~enter~~financial ~~into~~point aof ~~definitive~~view. ~~agreement~~We ~~regarding~~are annot ~~initial~~required ~~business~~to ~~combination~~obtain ~~without~~such ~~the~~an ~~prior~~opinion ~~consent~~in ofany ~~our~~other ~~sponsor~~context.

~~Lack~~Each of ~~Business~~our ~~Diversification~~officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.

~~For~~Evaluation ~~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~~Target ~~business.~~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~~Structuring ~~the risks~~ of ~~being~~Our inInitial aBusiness ~~single~~Combination ~~line of business. By completing our initial business combination with only a single entity, our lack of diversification may:~~

•In ~~subject~~evaluating usa prospective target business, we expect to ~~negative~~conduct ~~economic~~an extensive due diligence review which may encompass, ~~competitive~~as applicable and ~~regulatory~~among ~~developments~~other things, ~~any~~meetings orwith ~~all~~incumbent management and employees, document reviews, interviews of ~~which~~customers ~~may~~and ~~have~~suppliers, inspection of facilities and a ~~substantial~~review ~~adverse~~of ~~impact~~financial onand other information about the ~~particular~~target and its industry. inWe ~~which~~will also utilize our management team’s operational and capital planning experience. If we ~~operate~~determine ~~after~~to ~~our~~move ~~initial~~forward with a particular target, we will proceed to structure and negotiate the terms of the business combination; ~~and~~transaction.

•The ~~cause~~time usrequired to ~~depend~~select onand evaluate a target business and to structure and complete our initial business combination, and the ~~marketing~~costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and ~~sale~~evaluation of, and negotiation with, a ~~single~~prospective ~~product~~target orbusiness ~~limited~~with ~~number~~which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of ~~products~~our management team, or their respective affiliates, for services rendered to or in connection with our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

~~Limited~~Lack ~~Ability~~of toBusiness ~~Evaluate~~Diversification ~~the Target’s Management Team~~

~~Although~~For wean ~~intend~~indefinite toperiod ~~closely scrutinize the management~~ of atime ~~prospective~~after ~~target business when evaluating~~ the ~~desirability~~completion of ~~effecting~~ our initial business combination ~~with that business~~, ~~our assessment of~~ the ~~target~~prospects ~~business’s~~for ~~management~~our ~~may~~success ~~not prove to be correct. In addition, the future management~~ may ~~not~~depend ~~have~~entirely ~~the~~on ~~necessary skills, qualifications or abilities to manage a public company. Furthermore,~~ the future ~~role~~performance of ~~members~~a ofsingle ~~our management team, if any, in the target~~ business ~~cannot presently be stated with any certainty~~. ~~The~~Unlike ~~determination~~other asentities tothat ~~whether~~have ~~any of~~ the ~~members~~resources ofto ~~our~~complete ~~management~~business ~~team~~combinations ~~will remain~~ with ~~the~~multiple ~~combined~~entities ~~company~~in ~~will~~one beor ~~made~~several atindustries, ~~the time of our initial business combination. While~~ it is ~~possible~~probable that ~~one~~we ~~or more of our directors~~ will ~~remain~~not ~~associated~~have inthe ~~some~~resources ~~capacity~~to ~~with~~diversify ~~us following~~ our ~~initial~~operations ~~business~~and ~~combination,~~mitigate itthe isrisks ~~unlikely that any~~ of ~~them~~being ~~will~~in ~~devote~~a ~~their~~single ~~full~~line ~~efforts~~of tobusiness. ~~our~~By ~~affairs~~completing ~~subsequent to~~ our initial business combination. ~~Moreover,~~with weonly ~~cannot~~a ~~assure~~single ~~you~~entity, ~~that members of~~ our ~~management~~lack ~~team will have significant experience or knowledge relating to the operations~~ of ~~the~~diversification ~~particular~~may: ~~target business.~~

We• ~~cannot~~subject ~~assure~~us ~~you~~to ~~that~~negative ~~any~~economic, ofcompetitive ~~our~~and ~~key~~regulatory ~~personnel~~developments, ~~will~~any ~~remain in senior management~~ or ~~advisory~~all ~~positions~~of ~~with~~which ~~the~~may ~~combined~~have ~~company.~~a ~~The~~substantial ~~determination~~adverse asimpact toon ~~whether any of our key personnel will remain with~~ the ~~combined~~particular ~~company~~industry ~~will~~in bewhich ~~made~~we atoperate ~~the~~after ~~time of~~ our initial business combination.; and

~~Following~~• acause ~~business~~us ~~combination, we may seek~~ to ~~recruit~~depend ~~additional~~on ~~managers to supplement~~ the ~~incumbent~~marketing ~~management~~and sale of ~~the~~a ~~target~~single ~~business.~~product ~~We cannot assure you that we will have the ability to recruit additional managers,~~ or ~~that~~limited ~~additional~~number ~~managers~~of ~~will~~products ~~have the requisite skills, knowledge~~ or ~~experience necessary to enhance the incumbent management~~services.

~~Shareholders~~5 ~~May Not Have the Ability to Approve Our Initial Business Combination~~

WeTable may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons. Contents

~~Under~~Limited ~~the~~Ability ~~Nasdaq~~to ~~listing~~Evaluate ~~rules,~~the ~~shareholder~~Target’s ~~approval~~Management ~~would~~Team ~~typically be required for our initial business combination if, for example:~~

5Although 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, such as the proposed 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.

~~Table~~We cannot assure you that any of ~~Contents~~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.

•Following Wea ~~issue~~business ~~ordinary~~combination, ~~shares~~we ~~that~~may ~~will~~seek beto ~~equal~~recruit toadditional ormanagers into ~~excess~~supplement ofthe ~~20%~~incumbent management of the ~~number~~target ofbusiness. ~~our~~We ~~ordinary~~cannot ~~shares~~assure ~~then-outstanding~~you ~~(excluding~~that we will have the ~~private~~ability ~~placement~~to ~~shares~~recruit ~~underlying~~additional managers, or that additional managers will have the ~~private~~requisite ~~placement~~skills, ~~units~~knowledge ~~and~~or ~~other~~experience ~~than~~necessary into aenhance ~~public~~the ~~offering);~~incumbent management.

•Shareholders ~~Any~~May ofNot ~~our~~Have ~~directors, officers or substantial security holder (as defined by~~ the ~~Nasdaq~~Ability ~~rules) has a 5% or greater interest, directly or indirectly, in the target business or assets~~ to beApprove ~~acquired~~Our orInitial ~~otherwise~~Business ~~and~~Combination the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or

•We ~~The~~may ~~issuance~~conduct orredemptions ~~potential~~without ~~issuance~~a shareholder vote pursuant to the tender offer rules of ~~ordinary~~the ~~shares~~SEC ~~will~~subject ~~result~~to inthe provisions of our ~~undergoing~~amended aand ~~change~~restated memorandum and articles of ~~control~~association. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.

~~The~~Under ~~decision~~the asNasdaq tolisting ~~whether~~rules, ~~we will seek~~ shareholder approval ofwould atypically ~~proposed~~be ~~business combination in those instances in which shareholder approval is not~~ required byfor ~~law will be made by us, solely in~~ our ~~discretion,~~initial ~~and will be based on~~ business ~~and~~combination ~~reasons~~if, ~~which~~for ~~include a variety of factors, including, but not limited to~~example:

• ~~the~~We ~~timing~~issue ofordinary ~~the~~shares ~~transaction,~~that ~~including~~will inbe ~~the~~equal ~~event~~to weor ~~determine~~in ~~shareholder~~excess ~~approval~~of ~~would~~20% ~~require~~of ~~additional~~the ~~time~~number ~~and~~of ~~there~~our isordinary ~~either~~shares ~~not~~then-outstanding ~~enough~~(excluding ~~time to seek shareholder approval or doing so would place~~ the ~~company~~private atplacement ashares ~~disadvantage~~underlying in the ~~transaction~~private orplacement ~~result~~units inand other ~~additional~~than ~~burdens~~in ona ~~the~~public ~~company~~offering);

• Any of our directors, officers or substantial security holder (as defined by the ~~expected~~Nasdaq ~~cost~~rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ~~holding~~ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a ~~shareholder~~substantial ~~vote~~security holder); or

• ~~the~~The ~~risk~~issuance ~~that~~or ~~the~~potential ~~shareholders~~issuance ~~would~~of ~~fail~~ordinary toshares ~~approve~~will ~~the~~result ~~proposed~~in ~~business~~our ~~combination;~~undergoing a change of control.

•6 ~~other time and budget constraints of the company; and~~

•Table additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.Contents

~~Permitted~~The ~~Purchases~~decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and ~~Other~~will ~~Transactions~~be ~~with~~based ~~Respect~~on tobusiness ~~Our~~and ~~Securities~~other reasons, which include a variety of factors, including, but not limited to:

~~non-public~~• the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

In• the ~~event~~expected ~~that~~cost ~~our~~of ~~sponsor,~~holding directors, officers, advisors or their affiliates purchase shares in privately-negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a ~~proxy~~shareholder to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; ~~however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.~~

6• the risk that the shareholders would fail to approve the proposed business combination;

~~Table~~• other time and budget constraints of ~~Contents~~the company; and

~~The~~• ~~purpose~~additional oflegal ~~any~~complexities ~~such transaction could be to (i) vote in favor~~ of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (iii) satisfy a ~~closing~~proposed ~~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.~~time-consuming ~~Any~~and ~~such~~burdensome ~~purchases~~to ofpresent ~~our~~to ~~securities may result in the completion of our initial business combination that may not otherwise have been possible~~shareholders.

InPermitted ~~addition,~~Purchases ~~if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced~~ and ~~the~~Other ~~number~~Transactions ofwith ~~beneficial~~Respect ~~holders of our securities may be reduced, which may make it difficult~~ to ~~maintain~~Our orSecurities ~~obtain the quotation, listing or trading of our securities on a national securities exchange.~~

~~Our~~If ~~sponsor,~~we ~~officers,~~seek ~~directors~~shareholder approval of our initial business combination and~~/or~~ ~~their~~we ~~affiliates~~do ~~anticipate~~not ~~that~~conduct ~~they~~redemptions ~~may~~in ~~identify~~connection with our initial business combination pursuant to the ~~shareholders~~tender ~~with~~offer ~~whom~~rules, our sponsor, directors, executive officers, ~~directors~~advisors or their affiliates may ~~pursue~~purchase public shares or warrants in privately-negotiated transactions byor ~~either~~in the ~~shareholders~~open ~~contacting~~market useither ~~directly~~prior to or byfollowing ~~our~~the ~~receipt~~completion of ~~redemption~~our ~~requests~~initial ~~submitted~~business bycombination. ~~shareholders~~Additionally, ~~(in~~at ~~the~~any ~~case~~time ofat ~~Class A~~or ~~ordinary~~prior ~~shares)~~to ~~following~~ our ~~mailing~~initial ofbusiness ~~tender~~combination, ~~offer~~subject orto ~~proxy~~applicable ~~materials~~securities inlaws ~~connection~~(including with ~~our~~respect ~~initial~~to ~~business~~material ~~combination.~~nonpublic Toinformation), ~~the extent that~~ our sponsor, ~~officers~~directors, ~~directors~~executive officers, advisors or their affiliates may enter into atransactions ~~private~~with ~~transaction,~~investors ~~they would identify~~ and ~~contact~~others ~~only~~to ~~potential~~provide ~~selling~~them orwith ~~redeeming~~incentives ~~shareholders who have expressed their election~~ to ~~redeem~~acquire ~~their~~public shares, ~~for~~vote atheir ~~pro~~public ~~rata~~shares ~~share~~in favor of ~~the Trust Account or vote against~~ our initial business combination, ~~whether~~ or not ~~such~~redeem ~~shareholder~~their ~~has~~public ~~already~~shares. ~~submitted~~However, athey ~~proxy~~have ~~with~~no ~~respect~~current tocommitments, ~~our~~plans ~~initial~~or ~~business~~intentions ~~combination~~to ~~but~~engage ~~only~~in if such ~~shares~~transactions and have not ~~already~~formulated ~~been~~any ~~voted~~terms ator ~~the~~conditions ~~general~~for ~~meeting~~any ~~related~~such totransactions. ~~our~~None ~~initial~~of ~~business~~the ~~combination.~~funds ~~Our~~in ~~sponsor,~~the ~~executive~~Trust ~~officers,~~Account ~~directors,~~will ~~advisors~~be orused ~~their~~to ~~affiliates~~purchase ~~will~~public ~~select~~shares ~~which~~or ~~shareholders~~warrants toin ~~purchase~~such ~~shares~~transactions. ~~from~~If ~~based~~they onengage ~~the~~in ~~negotiated~~such ~~price~~transactions, ~~and~~they ~~number~~will ofbe ~~shares~~restricted ~~and~~from making any ~~other~~such ~~factors~~purchases ~~that~~when they ~~may~~are ~~deem~~in ~~relevant,~~possession ~~and~~of ~~will~~any bematerial ~~restricted~~non-public ~~from~~information ~~purchasing~~not ~~shares~~disclosed to the seller or if such purchases doare ~~not~~prohibited ~~comply~~by ~~with~~ Regulation M under the Exchange Act ~~and the other federal securities laws~~.

~~10b~~In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately-5negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.

~~Redemption~~The ~~Rights~~purpose of any such transaction could be to (i) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for ~~Public~~approval ~~Shareholders~~in ~~upon~~connection ~~Completion~~with our initial business combination or (iii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of ~~Our~~cash ~~Initial~~at ~~Business~~the ~~Combination~~closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

~~per-share~~In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

~~per-share~~7

7Table of Contents

~~Table~~Our sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately-negotiated transactions by either the shareholders contacting us directly or by our receipt of ~~Contents~~redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of tender offer or proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor, executive officers, directors, advisors or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

~~Limitations~~Our onsponsor, ~~Redemptions~~officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

~~Our~~Redemption ~~amended~~Rights 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 (so that we do not then become subject to the SEC’s “penny stock” rules). However, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for ~~working~~Public ~~capital~~Shareholders orupon ~~other~~Completion ~~general corporate purposes or (iii) the retention~~ of ~~cash~~Our toInitial ~~satisfy~~Business ~~other~~Combination conditions in accordance with the terms of the proposed business combination. 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, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

~~Manner~~We will provide our public shareholders with the opportunity to redeem all or a portion of ~~Conducting~~their ~~Redemptions~~public shares upon the completion of our initial business combination, regardless of whether such shareholder votes on such proposed initial business combination, and if they do vote, regardless of whether they vote for or against such proposed initial business combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of our initial business combination, such as the proposed business combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. Furthermore, to the extent we are considered a Dutch tax resident, any distribution of interest income to our shareholders will be subject to 15% withholding tax under Dutch law. The amount in the Trust Account was anticipated to be $10.00 per public share as of December 31, 2022. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares acquired during or after the public offering by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares (including extending the deadline for completing our initial business combination).

WeLimitations 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) 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 aRedemptions 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 (excluding the private placement shares underlying the private placement units) or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain a listing for our securities on the Nasdaq we will be required to comply with the Nasdaq rules.

IfOur amended and restated memorandum and articles of association provide that in no event will we ~~held~~redeem aour ~~shareholder~~public ~~vote~~shares toin ~~approve~~an amount that would cause our ~~initial~~net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). However, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we ~~will,~~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 ~~our~~the ~~amended~~terms ~~and~~of ~~restated~~the ~~memorandum~~proposed ~~and~~business ~~articles~~combination exceeds the aggregate amount of ~~association:~~cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

•8 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 fileof proxy materials with the SEC.Contents

InManner ~~the event that we seek shareholder approval~~ of ~~our~~Conducting ~~initial~~Redemptions business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

IfWe ~~we seek shareholder approval, we~~ will ~~complete~~provide our ~~initial~~public ~~business~~shareholders ~~combination~~with ~~only~~the ifopportunity weto ~~obtain~~redeem ~~the~~all ~~approval~~or ofa anportion ~~ordinary~~of ~~resolution~~their ~~under~~Class A ~~Cayman~~ordinary ~~Islands~~shares ~~law,~~upon ~~which requires~~ the ~~affirmative~~completion ~~vote~~ of aour ~~majority~~initial ofbusiness ~~the~~combination ~~shareholders~~either ~~who~~(i) in ~~attend~~connection ~~and~~with ~~vote at~~ a general meeting ofcalled to approve the ~~company.~~business Incombination ~~such~~or ~~case,~~(ii) by ~~our~~means ~~sponsor~~of ~~and~~a ~~each~~tender ~~member~~offer ofif ~~our~~the ~~management~~proposed ~~team~~business ~~have~~combination ~~agreed~~is tonot ~~vote~~consummated. ~~their~~The ~~founder~~decision ~~shares~~as ~~and~~to ~~public~~whether ~~shares~~we inwill ~~favor~~seek shareholder approval of ~~our~~a ~~initial~~proposed business combination. Asor conduct a ~~result,~~tender inoffer ~~addition~~will tobe ~~our~~made ~~initial~~by ~~purchaser’s founder shares~~us, wesolely ~~would~~in ~~need~~our 4discretion,~~783,045,~~ orand ~~37.5%~~will ~~(assuming~~be ~~all~~based ~~issued~~on ~~and~~a ~~outstanding~~variety ~~shares~~of ~~are~~factors ~~voted~~such ~~and~~as the ~~over-allotment~~timing ~~option is not exercised)~~ of the ~~12,754,784~~transaction ~~public~~and ~~shares~~whether ~~sold in~~ the ~~public~~terms ~~offering~~of tothe betransaction ~~voted~~would inrequire ~~favor~~us ofto anseek ~~initial~~shareholder ~~business~~approval ~~combination~~under inapplicable ~~order~~law toor ~~have~~stock ~~our~~exchange ~~initial~~listing ~~business~~requirement ~~combination~~or ~~approved.~~whether ~~Each~~we ~~public~~were ~~shareholder~~deemed ~~may elect~~ to ~~redeem~~be ~~their~~a ~~public~~foreign ~~shares~~private ~~irrespective~~issuer of(which ~~whether~~would ~~they~~require ~~vote~~a ~~for~~tender oroffer ~~against~~rather ~~the~~than ~~proposed~~seeking ~~transaction~~shareholder orapproval ~~vote~~under atSEC ~~all~~rules). InAsset ~~addition,~~acquisitions ~~our sponsor~~ and ~~each~~share ~~member~~purchases ofwould ~~our~~not ~~management~~typically ~~team~~require ~~have~~shareholder ~~entered~~approval, ~~into~~while andirect ~~agreement~~mergers with ~~us,~~our ~~pursuant~~company toand ~~which~~any ~~they~~transactions ~~have~~where ~~agreed~~we toissue ~~waive~~more ~~their~~than ~~redemption~~20% ~~rights~~of ~~with~~our ~~respect~~issued toand ~~any~~outstanding ~~founder~~ordinary shares ~~and~~(excluding ~~public~~the ~~shares~~private ~~held~~placement byshares ~~them~~underlying ~~in connection with (i)~~ the ~~completion~~private ofplacement ~~a business combination and (ii~~units) a ~~shareholder~~or ~~vote~~seek to ~~approve~~amend ~~an amendment to~~ our amended and restated memorandum and articles of association ~~(A) that~~ would ~~modify~~typically ~~the~~require ~~substance~~shareholder orapproval. ~~timing~~We ofcurrently ~~our~~intend ~~obligation~~ to ~~provide~~conduct ~~holders~~redemptions ~~of our Class A ordinary shares the right to have their shares redeemed~~ in connection with ~~our~~a ~~initial~~shareholder ~~business~~vote ~~combination~~unless orshareholder toapproval ~~redeem~~is ~~100%~~not ofrequired ~~our~~by ~~public~~applicable ~~shares~~law ifor westock doexchange ~~not~~listing ~~complete~~requirement ~~our~~or ~~initial~~we ~~business~~choose ~~combination~~to ~~within~~conduct 24redemptions ~~months~~pursuant ~~from~~to the ~~closing~~tender offer rules of the ~~public~~SEC ~~offering~~for business or ~~(B) with~~other ~~respect~~reasons. toSo ~~any~~long ~~other~~as ~~provision~~we ~~relating~~obtain toand ~~the~~maintain ~~rights~~a oflisting ~~holders~~for of our ~~Class A~~securities ~~ordinary~~on ~~shares~~the ~~(including~~Nasdaq ~~extending~~we ~~the~~will ~~deadline~~be ~~for~~required ~~completing~~to ~~our~~comply ~~initial~~with ~~business~~the ~~combination)~~Nasdaq rules.

8If we held a shareholder vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and articles of association:

~~Table~~• conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of ~~Contents~~the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

If• wefile ~~conduct~~proxy ~~redemptions~~materials ~~pursuant~~with to the ~~tender offer rules of the~~ SEC~~, we will, pursuant to our amended and restated memorandum and articles of association:~~ .

•In ~~conduct~~ the ~~redemptions~~event ~~pursuant~~that towe ~~Rule~~seek ~~13e-4~~shareholder approval of our initial business combination, we will distribute proxy materials and, ~~Regulation~~in ~~14E~~connection oftherewith, provide our public shareholders with the ~~Exchange~~redemption ~~Act,~~rights ~~which~~described ~~regulate~~above ~~issuer~~upon ~~tender~~completion ~~offers;~~of ~~and~~the initial business combination.

•If ~~file~~we ~~tender~~seek ~~offer~~shareholder ~~documents~~approval, ~~with~~we will complete our initial business combination only if we obtain the ~~SEC~~approval ~~prior~~of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to ~~completing~~vote their founder shares and public shares in favor of our initial business combination. ~~which~~As ~~contain~~a ~~substantially~~result, ~~the~~in ~~same~~addition ~~financial~~to our initial purchaser’s founder shares, we would need 4,783,045, or 37.5% (assuming all issued and ~~other~~outstanding ~~information~~shares ~~about~~are voted) of the 12,754,784 public shares sold in the public offering to be voted in favor of an initial business combination ~~and~~in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights aswith isrespect ~~required~~to ~~under~~any ~~Regulation~~founder ~~14A~~shares and public shares held by them in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the ~~Exchange~~substance ~~Act,~~or ~~which~~timing ~~regulates~~of our obligation to provide holders of our Class A ordinary shares the ~~solicitation~~right to have their shares redeemed in connection with our initial business combination or to redeem 100% of ~~proxies~~our public shares if we do not complete our initial business combination within 24 months from the closing of the public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares (including extending the deadline for completing our initial business combination).

~~10b5-1~~9

14e-5Table of Contents

~~14e-1(a)~~If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:

~~Limitation~~• onconduct ~~Redemption~~the ~~Upon~~redemptions ~~Completion~~pursuant ofto ~~Our~~Rule ~~Initial~~13e-4 ~~Business~~and ~~Combination~~Regulation If14E Weof ~~Seek~~the ~~Shareholder~~Exchange ~~Approval~~Act, which regulate issuer tender offers; and

If• wefile ~~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,~~documents ~~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~~SEC ~~Act),~~prior ~~will be restricted from redeeming its shares with respect~~ to ~~more~~completing ~~than an aggregate of 15% of the shares sold in the public offering, which we refer to as “Excess Shares,” without~~ our ~~prior~~initial 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 aswhich acontain ~~means~~substantially ~~to force us or our management to purchase their shares at a significant premium to~~ the ~~then-current~~same ~~market~~financial ~~price~~and ~~or on~~ other ~~undesirable~~information ~~terms.~~about ~~Absent~~the ~~this~~initial ~~provision,~~business acombination ~~public~~and ~~shareholder holding more than an aggregate of 15% of~~ the ~~shares sold in the public offering could threaten to exercise its~~ redemption rights ifas ~~such~~is ~~holder’s~~required ~~shares~~under ~~are~~Regulation ~~not~~14A ~~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~~Exchange ~~sold in the public offering without our prior consent~~Act, wewhich ~~believe~~regulates ~~we will limit~~ the ~~ability~~solicitation 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 cashproxies.

~~However~~Upon the public announcement of our initial business combination, if we ~~would~~elect ~~not~~to ~~restrict~~conduct redemptions pursuant to the tender offer rules, we and our ~~shareholders’~~sponsor ~~ability~~will toterminate ~~vote~~any ~~all~~plan ofestablished ~~their~~in accordance with Rule 10b5-1 to purchase Class A ordinary shares ~~(including~~in ~~Excess~~the ~~Shares)~~open ~~for~~market, orin ~~against~~order ~~our~~to ~~initial~~comply ~~business~~with ~~combination~~Rule 14e-5 under the Exchange Act.

9In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.

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

~~Tendering~~If ~~Share~~we ~~Certificates~~seek shareholder approval of our initial business combination and we do not conduct redemptions in ~~Connection~~connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a ~~Tender~~public ~~Offer~~shareholder, together with any affiliate of such shareholder or ~~Redemption~~any ~~Rights~~other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the public offering, which we refer to as “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 the 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 the public offering without our prior consent, 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.

~~Public shareholders seeking to exercise their redemption rights~~However, ~~whether~~we ~~they~~would ~~are~~not ~~record~~restrict ~~holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to~~ our ~~transfer~~shareholders’ ~~agent~~ability ~~prior~~ to ~~the~~vote ~~date~~all ~~set~~of ~~forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver~~ their shares ~~to the transfer agent electronically using The Depository Trust Company’s DWAC~~ (~~Deposit/Withdrawal~~including AtExcess ~~Custodian~~Shares) ~~System,~~for ~~at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation~~ or ~~tender~~against ~~offer materials, as applicable, that we will furnish to holders of~~ our ~~public shares in connection with our~~ initial business combination ~~will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares~~. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.

~~There~~Tendering isShare aCertificates ~~nominal~~in ~~cost~~Connection ~~associated~~ with ~~the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker~~ a ~~fee~~Tender ofOffer ~~approximately $80.00 and it would be up to the broker whether~~ or ~~not~~Redemption toRights 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 tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

InPublic ~~order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the~~ shareholders’ ~~vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was~~ seeking to exercise ~~his~~their ~~or her~~ redemption rights~~. After the business combination was approved~~, ~~the~~whether ~~company~~they ~~would~~are ~~contact~~record ~~such~~holders ~~shareholder to arrange for him~~ or ~~her~~hold totheir ~~deliver~~shares ~~his~~in ~~or her certificate to verify ownership. As a result, the shareholder then had an~~ “~~option~~street ~~window~~name,” ~~after~~will ~~the~~be ~~completion~~required ofto ~~the~~either ~~business~~tender ~~combination~~their ~~during~~certificates ~~which~~(if heany) orto ~~she~~our ~~could~~transfer ~~monitor~~agent ~~the~~prior ~~price~~to of the ~~company’s~~date ~~shares~~set forth in the ~~market.~~proxy Ifsolicitation ~~the~~or ~~price~~tender ~~rose~~offer ~~above~~materials, ~~the~~as ~~redemption price~~applicable, hemailed orto ~~she~~such ~~could~~holders, ~~sell his~~ or ~~her~~to ~~shares~~deliver intheir ~~the open market before actually delivering his or her~~ shares to the ~~company~~transfer ~~for~~agent ~~cancellation.~~electronically Asusing aThe ~~result,~~Depository ~~the~~Trust ~~redemption~~Company’s ~~rights,~~DWAC to(Deposit/Withdrawal ~~which~~At ~~shareholders~~Custodian) ~~were~~System, ~~aware~~at ~~they needed to commit before~~ the ~~general~~holder’s ~~meeting~~option, ~~would~~in ~~become~~each ~~“option”~~case ~~rights~~up ~~surviving~~to ~~past~~two ~~the completion of the~~ business ~~combination~~days ~~until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery~~ prior to the ~~meeting~~initially ~~ensures~~scheduled ~~that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.~~

~~Any~~10 request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share 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.

IfTable our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares. Contents

If vote ~~our~~to ~~initial~~approve ~~proposed~~the business combination. isThe ~~not~~proxy ~~completed~~solicitation or tender offer materials, as applicable, that we ~~may~~will ~~continue~~furnish to ~~try~~holders toof ~~complete~~our apublic shares in connection with our initial business combination ~~with~~will indicate the applicable delivery requirements, which will include the requirement that a ~~different~~beneficial ~~target~~holder ~~until~~must 24identify ~~months~~itself in order to validly redeem its shares. Accordingly, a public shareholder would have from the ~~closing~~time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public ~~offering~~shares.

10There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker a fee of approximately $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 tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

~~Table~~In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion of ~~Contents~~the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.

~~Redemption~~Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of ~~Public~~a ~~Shares~~public share delivered its certificate in connection with an election of redemption rights and ~~Liquidation~~subsequently Ifdecides Noprior ~~Initial~~to ~~Business~~the ~~Combination~~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.

~~per-~~If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

~~Our~~If ~~sponsor and each member of~~ our ~~management~~initial ~~team~~proposed ~~have~~business ~~entered~~combination ~~into~~is annot ~~agreement with us~~completed, ~~pursuant~~we tomay ~~which~~continue ~~they have agreed~~ to ~~waive~~try ~~their rights~~ to ~~liquidating~~complete ~~distributions~~a ~~from~~business ~~the~~combination ~~Trust Account~~ with ~~respect~~a todifferent ~~any~~target ~~founder~~until ~~shares they hold if we fail to consummate an initial business combination within~~ 24 months from the closing of the public offering (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).

~~per-share~~Redemption of Public Shares and Liquidation If No Initial Business Combination

WeOur ~~expect~~amended ~~that~~and ~~all~~restated ~~costs~~memorandum and ~~expenses~~articles ~~associated~~of ~~with~~association ~~implementing~~provide ~~our~~that ~~plan~~we ofwill ~~dissolution~~have until March 18, as2023 ~~well~~to asconsummate ~~payments~~an toinitial ~~any~~business ~~creditors~~combination. If we have not consummated an initial business combination within 24 months from the closing of the public offering, we will: be(i) cease ~~funded~~all ~~from~~operations ~~amounts~~except ~~remaining~~for ~~out~~the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the $1public shares,~~000~~ at a per-share price,~~000~~ ~~held~~payable ~~outside~~in cash, equal to the aggregate amount then on deposit in the Trust Account, ~~plus~~including upinterest toearned ~~$100,000~~on ofthe funds ~~from~~held in the Trust Account ~~available~~and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses, ~~although~~and weany ~~cannot~~withholding ~~assure~~taxes) ~~you~~divided ~~that~~by ~~there~~the number of the then-outstanding public shares, which redemption will becompletely ~~sufficient~~extinguish ~~funds~~public ~~for~~shareholders’ ~~such~~rights ~~purpose.~~as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as

~~per-share~~11

per-shareTable of Contents

11 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 the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of the public offering. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

~~Table~~Our sponsor and each member of ~~Contents~~our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of the public offering (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).

~~provided~~Our sponsor, executive 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) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares (including extending the deadline for completing our initial business combination), unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). 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. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer or director, or any other person.

~~per-share~~We expect 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 $215,570 held outside the Trust Account as of February 24, 2023, plus up to $100,000 of funds from the Trust Account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.

WeIf ~~will~~we ~~seek~~were to ~~reduce~~expend ~~the~~all ~~possibility~~of ~~that~~the ~~our~~net ~~sponsor~~proceeds ~~will~~of ~~have to indemnify~~ the ~~Trust~~public ~~Account~~offering ~~due~~and tothe ~~claims~~sale of ~~creditors~~the byprivate ~~endeavoring~~placement ~~to have all vendors~~units, ~~service providers, prospective target businesses or~~ other ~~entities~~than ~~with which we do business (except for~~ the ~~independent~~funds ~~registered public accounts) execute agreements with us waiving any right, title, interest or claim of any kind in or to monies~~ held in the Trust Account., ~~Our~~and ~~sponsor~~without ~~will~~taking ~~also~~into ~~not~~account beinterest, ~~liable~~if ~~as to~~ any ~~claims under our indemnity of the underwriters of the public offering against certain liabilities~~, ~~including~~earned ~~liabilities~~on ~~under~~ the ~~Securities~~Trust ~~Act. We will have access to up to $1~~Account,~~000,000~~ ~~following~~ the ~~public~~per-share ~~offering~~redemption ~~and~~amount ~~the~~received ~~sale~~by ofshareholders ~~the~~upon ~~private placement units with which to pay any such potential claims (including costs and expenses incurred in connection with~~ our ~~liquidation,~~dissolution ~~currently~~would ~~estimated to~~ be ~~no more than approximately~~ $~~100,000)~~10.00. InThe ~~the~~proceeds ~~event~~funds ~~that~~held wein ~~liquidate and it is subsequently determined that~~ the ~~reserve for claims and liabilities is insufficient, shareholders who received funds from our~~ Trust Account could ~~be liable for claims made by creditors~~, however, ~~such~~become ~~liability~~subject ~~will~~to ~~not be greater than~~ the ~~amount~~claims of ~~funds from~~ our ~~Trust~~creditors ~~Account~~which ~~received~~would byhave ~~any~~higher ~~such~~priority ~~shareholder.~~than In the ~~event~~claims ~~that~~of our ~~offering~~public ~~expenses~~shareholders. ~~exceed~~We ~~our~~cannot ~~estimate~~assure ofyou ~~$1,000,000,~~that wethe ~~may~~actual ~~fund~~per-share ~~such~~redemption ~~excess~~amount ~~with~~received ~~funds~~by ~~from~~shareholders ~~the~~will ~~funds~~ not to be ~~held~~less inthan ~~the Trust Account~~$10.00. InWhile ~~such case, the amount of funds~~ we intend to bepay ~~held~~such ~~outside~~amounts, ~~the~~if ~~Trust Account would decrease by a corresponding amount. Conversely~~any, inwe ~~the~~cannot ~~event~~assure you that ~~the~~we ~~public~~will ~~offering~~have ~~expenses are less than our estimate of $1,000,000, the amount of~~ funds wesufficient ~~intend~~ to bepay ~~held~~or ~~outside~~provide ~~the~~for ~~Trust~~all ~~Account~~creditors’ ~~would increase by a corresponding amount~~claims.

12Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business (other than Marcum LLP, our independent registered public accounting firm) 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, 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 perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has

~~Table~~12 ~~of Contents~~

winding-upTable of Contents

~~winding~~ not executed a waiver if management believes that such third-upparty’s engagement would be significantly more beneficial to us than any alternative. 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. Credit Suisse Securities (USA) LLC and Kempen & Co U.S.A., Inc. will not execute an agreement 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 discussed entering into a transaction agreement, reduce the amounts 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 public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of the public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims. 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. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~winding~~In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-upshare redemption price will not be less than $10.00 per public share.

~~winding-~~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 (except for our independent registered public accounting firm) 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 be liable as to any claims under our indemnity of the underwriters of the public offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to $1,000,000 following the public offering and the sale of the private placement units with which to 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 and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our Trust Account received by any such shareholder. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds from the 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. Conversely, in the event that the public 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.

~~Our~~13 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 the public offering, (ii) 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 provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares (including extending the deadline for completing our initial business combination), or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of the public offering, with respect to such Class A ordinary shares so redeemed. 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.

CompetitionTable of Contents

InIf ~~identifying,~~we ~~evaluating~~file ~~and~~a ~~selecting~~bankruptcy aor ~~target~~winding-up ~~business~~petition ~~for~~or ~~our~~an ~~initial~~involuntary ~~business~~bankruptcy ~~combination,~~or wewinding-up ~~may~~petition ~~encounter~~is ~~intense~~filed ~~competition~~against ~~from~~us ~~other~~that ~~entities~~is ~~having~~not adismissed, ~~business~~the ~~objective~~funds ~~similar~~held in the Trust Account could be subject to ~~ours~~applicable bankruptcy or insolvency law, ~~including~~and ~~other~~may ~~blank~~be ~~check~~included ~~companies,~~in ~~private~~our ~~equity~~bankruptcy ~~groups~~estate and ~~leveraged~~subject ~~buyout~~to ~~funds,~~the ~~public~~claims ~~companies,~~of ~~operating~~third ~~businesses~~parties ~~seeking~~with ~~strategic~~priority ~~acquisitions.~~over ~~Many~~the claims of ~~these~~our ~~entities~~shareholders. ~~are~~To ~~well~~the ~~established~~extent ~~and~~any ~~have~~bankruptcy ~~extensive~~claims ~~experience~~deplete ~~identifying~~the ~~and~~Trust ~~effecting~~Account, ~~business~~we ~~combinations~~cannot ~~directly~~assure oryou ~~through~~we ~~affiliates~~will be able to return $10.00 ~~Moreover,~~per ~~many~~public ofshare ~~these~~to ~~competitors~~our ~~possess~~public ~~greater~~shareholders. ~~financial~~Additionally, ~~technical,~~if ~~human~~we ~~and~~file ~~other~~a ~~resources~~bankruptcy ~~than~~or ~~us.~~winding-up ~~Our~~petition ~~ability~~or toan ~~acquire~~involuntary ~~larger~~bankruptcy ~~target~~or ~~businesses~~winding-up ~~will~~petition beis ~~limited~~filed against us that is not dismissed, any distributions received by ~~our~~shareholders ~~available~~could ~~financial~~be ~~resources.~~viewed ~~This~~under ~~inherent~~applicable ~~limitation~~debtor/creditor ~~gives~~and/or ~~others~~bankruptcy anor ~~advantage~~insolvency inlaws ~~pursuing~~as ~~the~~either ~~acquisition~~a of“preferential transfer” or a ~~target~~“fraudulent ~~business~~conveyance.” ~~Furthermore~~As a result, ~~our~~a ~~obligation~~bankruptcy or insolvency court could seek to ~~pay~~recover ~~cash~~some inor ~~connection~~all ~~with~~amounts ~~our~~received ~~public~~by our shareholders. ~~who~~Furthermore, ~~exercise~~our ~~their~~board ~~redemption~~of ~~rights~~directors may ~~reduce~~be ~~the~~viewed ~~resources~~as ~~available~~having tobreached usits ~~for~~fiduciary ~~our~~duty ~~initial~~to ~~business~~our ~~combination~~creditors and/or ~~our~~may ~~outstanding~~have ~~warrants~~acted in bad faith, and ~~the~~thereby ~~future~~exposing ~~dilution~~itself ~~they~~and ~~potentially~~our ~~represent,~~company ~~may~~to ~~not~~claims beof ~~viewed~~punitive ~~favorably~~damages, by ~~certain~~paying ~~target~~public ~~businesses.~~shareholders ~~Either~~from the Trust Account prior to addressing the claims of ~~these~~creditors. ~~factors~~We ~~may~~cannot ~~place~~assure usyou atthat aclaims ~~competitive~~will ~~disadvantage~~not inbe ~~successfully~~brought ~~negotiating~~against anus ~~initial~~for ~~business~~these ~~combination~~reasons.

13Our 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 the public offering, (ii) 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 provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares (including extending the deadline for completing our initial business combination), or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of the public offering, with respect to such Class A ordinary shares so redeemed. 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.

~~Table~~Competition ~~of Contents~~

~~Facilities~~In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies, operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

WeFacilities currently maintain our executive offices at Johannes Vermeerplein 9 1071 DV Amsterdam, Netherlands. The cost for our use of this space is included in the $20,000 per month fee we will pay to an affiliate of our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.

~~Employees~~We currently maintain our executive offices at EPFL Innovation Park Building, 1015 Lausanne, Switzerland. We consider our current office space adequate for our current operations.

We14 currently have two executive officers: Eduardo Bravo Fernandez de Araoz and Koen Sintnicolaas. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination.

AvailableTable Informationof Contents

~~10-K~~Employees

~~10-Q~~We currently have two executive officers: Eduardo Bravo Fernandez de Araoz and Koen Sintnicolaas. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination.

~~8-K.~~Available Information

14We are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events (e.g., changes in corporate control, acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business and bankruptcy) in a Current Report on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at http://www.sec.gov. In addition, the Company will provide copies of these documents without charge upon request from us in writing at EPFL Innovation Park Building, 1015 Lausanne, Switzerland or by telephone at +41 77 976 21 09.

~~Table~~15 ~~of Contents~~

ITEM 1A.Table RISKof FACTORS. Contents

~~10-K,~~ITEM 1A. RISK FACTORS.

~~RISKS~~An ~~RELATING~~investment TOin ~~OUR~~our ~~SEARCH~~securities ~~FOR~~involves a high degree of risk. You should consider carefully all of the risks described below, ~~AND~~together ~~CONSUMMATION~~with OFthe ORother ~~INABILITY~~information TOcontained ~~CONSUMMATE~~in this Annual Report, Abefore ~~BUSINESS~~making ~~COMBINATION~~a decision to invest 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 securities could decline, and you could lose all or part of your investment. See also the Risk Factors that are set forth in the Registration Statement on Form F-4 (File No. 333- 268201) that we filed with the SEC relating to our proposed business combination with Oculis. The Registration Statement was declared effective by the SEC on February 3, 2023.

~~Our~~RISKS ~~independent~~RELATED ~~registered~~TO ~~public~~THE ~~accounting~~BUSINESS ~~firm’s~~COMBINATION ~~report~~AGREEMENT ~~contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”~~

AsWe ofmay ~~December~~not ~~31,~~be ~~2021,~~able weto ~~had~~effect ~~$0.9~~the ~~million~~Business inCombination ~~cash~~pursuant ~~and~~to ~~working~~the ~~capital~~Business ofCombination $0Agreement.4 ~~million.~~If ~~Further,~~ we ~~expect~~are unable to ~~incur~~do ~~significant~~so, ~~costs~~we inwill ~~pursuit~~incur ofsubstantial ~~our~~costs ~~acquisition~~associated ~~plans.~~with ~~Management’s~~withdrawing ~~plans~~from ~~to address this need are discussed in~~ the ~~section~~transaction, ~~of the Annual Report on Form 10-K titled “Management’s Discussion~~ and ~~Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our initial business combination~~ may not be ~~successful.~~able ~~These factors, among others, raise substantial doubt about our ability~~ to ~~continue~~find asadditional asources ~~going~~of ~~concern.~~financing ~~The financial statements contained elsewhere in this Annual Report on Form 10-K do not include any adjustments that might result from our inability~~ to ~~continue~~cover asthose ~~a going concern~~costs.

~~Our~~In ~~shareholders~~connection ~~may~~with the Business Combination Agreement, we have incurred substantial costs researching, planning and negotiating the transaction. These costs include, but are not belimited ~~afforded~~to, ancosts ~~opportunity~~associated with securing sources of equity and debt financing, costs associated with employing and retaining third party advisors who performed the financial, auditing and legal services required to ~~vote~~complete onthe transaction, and the expenses generated by our ~~proposed~~officers, ~~initial~~executives, ~~business~~managers ~~combination~~and employees in connection with the transaction. If, for whatever reason, the transactions contemplated by the Business Combination Agreement fail to close, we will be responsible for these costs, but will have no source of revenue with which ~~means~~to pay them. We may need to obtain additional sources of financing in order to meet our obligations, which we may ~~complete~~not be able to secure on the same terms as our ~~initial~~existing ~~business~~financing ~~combination~~or ~~even~~at ~~though~~all. aIf ~~majority~~we are unable to secure new sources of ~~our~~financing ~~shareholders~~and do not ~~support~~have ~~such~~sufficient afunds ~~combination~~to meet our obligations, we will be forced to cease operations and liquidate the Trust Account.

WeIf ~~may~~the ~~choose~~proposed ~~not to hold a shareholder vote before we complete our initial~~ business combination ifwith ~~the~~Oculis ~~business combination would not require shareholder approval under applicable law or stock exchange listing requirement. For instance~~fails, ifit wemay ~~were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, we would typically not~~ be ~~required~~difficult to ~~seek~~research ~~shareholder approval to complete such~~ a ~~transaction.~~new ~~Except~~prospective ~~for~~target ~~as required by applicable law or stock exchange listing requirement~~business, ~~the~~negotiate ~~decision~~and asagree to ~~whether we will seek shareholder approval of~~ a ~~proposed~~new business combination, and/or ~~will~~arrange ~~allow~~for ~~shareholders~~new tosources ~~sell~~of ~~their~~financing ~~shares to us in a tender offer will be made~~ by usMarch 18, ~~solely~~2023, in ~~our~~which ~~discretion,~~case ~~and~~we ~~will~~would becease ~~based~~all onoperations aexcept ~~variety~~for ~~of factors, such as~~ the ~~timing~~purpose of ~~the~~winding ~~transaction~~up and ~~whether~~we ~~the terms of the transaction~~ would ~~otherwise~~redeem ~~require us to seek shareholder approval. Accordingly, we may complete~~ our ~~initial~~public ~~business~~shares ~~combination even if holders of a majority of our issued~~ and ~~outstanding ordinary shares do not approve of the business combination we complete~~liquidate.

~~Please~~Finding, ~~see~~researching, ~~Item~~analyzing 1and –negotiating ~~“Business—Effecting~~with ~~Our~~Oculis ~~Initial~~took ~~Business~~a ~~Combination—Permitted~~substantial ~~Purchases~~amount of time, and ~~Other~~if ~~Transactions~~the proposed business combination with ~~Respect~~Oculis fails, we may not be able to find a suitable target business and complete our initial business combination within 24 months after the closing of our IPO. Our ~~Securities”~~ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for ~~additional~~the ~~information~~purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) 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 (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), 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 the requirements of other applicable law.

~~Your~~RISKS ~~only~~RELATING ~~opportunity~~TO toOUR ~~affect~~SEARCH ~~the~~FOR, ~~investment~~AND ~~decision~~CONSUMMATION ~~regarding~~OF aOR ~~potential~~INABILITY ~~business~~TO ~~combination~~CONSUMMATE, ~~may~~A beBUSINESS ~~limited~~COMBINATION ~~to the exercise of your right to redeem your shares from us for cash.~~

AtOur ~~the~~independent ~~time~~registered ofpublic ~~your~~accounting ~~investment~~firm’s inreport ~~us,~~contains ~~you will not be provided with~~ an ~~opportunity~~explanatory toparagraph ~~evaluate~~that ~~the~~expresses ~~specific~~substantial ~~merits~~doubt orabout ~~risks of any target businesses. Since~~ our ~~board~~ability ~~of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity~~ to ~~vote~~continue onas ~~the business combination, unless we seek such shareholder approval. Accordingly, your only opportunity to affect the investment decision regarding~~ a ~~potential~~“going 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 combinationconcern.”

15As of December 31, 2022, we had approximately $308,000 in cash and working capital deficit of approximately $406,000 (not taking into account approximately $33,000 in tax obligations that may be paid using investment income classified in the Trust Account). Further, we expect to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need are discussed in the section of the Annual Report on Form 10-K titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our initial business combination may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements contained elsewhere in this Annual Report on Form 10-K do not include any adjustments that might result from our inability to continue as a going concern.

~~Table~~16 ~~of Contents~~

IfTable we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Contents

~~as-converted~~Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.

~~The~~We ~~ability~~may ofchoose not to hold a shareholder vote before we complete our ~~public~~initial ~~shareholders~~business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to ~~redeem~~acquire ~~their~~a ~~shares~~target ~~for~~business where the consideration we were paying in the transaction was all cash, ~~may~~we ~~make~~would ~~our~~typically ~~financial~~not ~~condition~~be ~~unattractive~~required to ~~potential~~seek shareholder approval to complete such a transaction. Except for as required by applicable law or stock exchange listing requirement, the decision as to whether we will seek shareholder approval of a proposed business combination ~~targets~~or will allow shareholders to sell their shares to us in a tender offer will be made by us, ~~which~~solely ~~may~~in ~~make~~our itdiscretion, ~~difficult~~and ~~for~~will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to ~~enter~~seek ~~into~~shareholder aapproval. Accordingly, we may complete our initial business combination ~~with~~even if holders of a ~~target~~majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.

WePlease ~~may~~see ~~seek~~Item to1—“Business-Effecting ~~enter~~Our ~~into~~Initial aBusiness ~~business~~Combination-Permitted ~~combination~~Purchases transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, asOther aTransactions ~~result, would not be able to proceed~~ with ~~the~~Respect ~~business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets~~ to beOur ~~less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock~~Securities” rules). 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 closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for anadditional ~~alternate business combination~~information. ~~Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.~~

~~The~~Your ~~ability~~only ofopportunity ~~our public shareholders~~ to ~~exercise~~affect ~~redemption~~the ~~rights~~investment ~~with~~decision ~~respect~~regarding to a ~~large~~potential ~~number~~business ofcombination ~~our shares~~ may ~~not~~be ~~allow~~limited us to ~~complete~~ the ~~most~~exercise ~~desirable~~of ~~business~~your ~~combination~~right orto ~~optimize~~redeem ~~our~~your ~~capital~~shares ~~structure~~from us for cash.

~~per-share~~At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our board of directors may complete an initial business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the initial business combination, unless we seek such shareholder approval. Accordingly, your only opportunity to affect the investment decision regarding a potential 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.

16If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

~~Table~~Our sponsor owns, on an as-converted basis, 20% of ~~Contents~~our outstanding ordinary shares (excluding the private placement shares underlying the private placement units) immediately following the completion of the public offering. Our sponsor and members of our management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association will provide that, if we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. As a result, in addition to our initial purchaser’s founder shares, we would need 4,783,045, or 37.5% (assuming all issued and outstanding shares are voted) of the 12,754,784 public shares sold in the public offering to be voted in favor of an initial business combination in order to have our initial business combination approved. If we seek shareholder approval of our initial business combination, the agreement by our sponsor and each member of our management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.

~~The~~17 ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

IfTable our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market. Contents

The ~~requirement~~ability ~~that we consummate an initial business combination within 24 months after the closing~~ of ~~the~~our public ~~offering~~shareholders ~~may~~to ~~give~~redeem ~~potential~~their ~~target~~shares ~~businesses~~for ~~leverage~~cash ~~over us in negotiating a business combination and~~ may ~~limit~~make ~~the~~our ~~time~~financial wecondition ~~have~~unattractive ~~in which~~ to ~~conduct due diligence on~~ potential business combination targets, inwhich ~~particular~~may asmake weit ~~approach~~difficult ~~our~~for ~~dissolution~~us ~~deadline, which could undermine our ability~~ to ~~complete~~enter ~~our~~into ~~initial~~a business combination onwith ~~terms~~a ~~that would produce value for our shareholders~~target.

~~Any~~We ~~potential~~may ~~target~~seek ~~business~~to ~~with~~enter ~~which~~into wea ~~enter~~business ~~into~~combination ~~negotiations~~transaction ~~concerning~~agreement with a ~~business~~prospective ~~combination~~target ~~will~~that berequires ~~aware~~as a closing condition that we ~~must~~have ~~consummate~~a anminimum ~~initial~~net ~~business~~worth ~~combination~~or bya ~~March~~certain ~~15,~~amount ~~2023~~of cash. ~~Consequently~~If too many public shareholders exercise their redemption rights, ~~such~~we ~~target~~would ~~business~~not ~~may~~be ~~obtain~~able ~~leverage~~to ~~over~~meet ussuch inclosing ~~negotiating~~condition and, as a result, would not be able to proceed with the business combination. Furthermore, ~~knowing~~in ~~that~~no ifevent will we doredeem ~~not~~our ~~complete~~public shares in an amount that would cause our ~~initial~~net ~~business~~tangible ~~combination~~assets ~~with~~to ~~that~~be ~~particular~~less ~~target~~than ~~business~~$5,000,001 (so that we ~~may~~do benot ~~unable~~then become subject to ~~complete~~the ~~our~~SEC’s ~~initial~~“penny ~~business~~stock” ~~combination~~rules). ~~with~~Consequently, ~~any~~if ~~target~~accepting ~~business.~~all ~~This~~properly ~~risk~~submitted ~~will~~redemption ~~increase~~requests aswould wecause ~~get~~our ~~closer~~net tangible assets to ~~the~~be ~~time~~less ~~frame~~than ~~described~~$5,000,001 ~~above.~~or Insuch ~~addition~~greater amount necessary to satisfy a closing condition as described above, we ~~may~~would ~~have~~not ~~limited~~proceed ~~time~~with tosuch ~~conduct~~redemption ~~due~~and ~~diligence~~the related business combination and may ~~enter~~instead ~~into~~search ~~our~~for ~~initial~~an alternate business combination. onProspective ~~terms~~targets ~~that~~will webe ~~would~~aware ~~have~~of ~~rejected~~these ~~upon~~risks and, thus, may be reluctant to enter into a ~~more~~business ~~comprehensive~~combination ~~investigation~~transaction with us.

~~COVID-19~~The 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.

~~COVID~~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 a large number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for additional third-19party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. 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.

~~COVID-19~~The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

~~COVID-19~~If our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.

~~COVID-19~~The requirement that we consummate an initial business combination within 24 months after the closing of the public offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

~~COVID-19~~Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial business combination by March 18, 2023. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the time frame described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

~~COVID-19~~18

COVID-19Table of Contents

17Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak and the status of debt and equity markets.

~~Table~~The COVID-19 outbreak has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of ~~Contents~~other infectious diseases) could adversely affect, economies and financial markets worldwide, business operations and the conduct of commerce generally, and the business of any potential target business with which we consummate a business combination could be, or may already have been, materially and adversely affected. Furthermore, we may be unable to complete a business combination if concerns relating to COVID- 19 continue to restrict travel, limit the ability to have meetings with potential investors or limit the ability to conduct due diligence, or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

WeIn ~~may~~addition, ~~not~~our beability ~~able~~ to consummate ana ~~initial~~transaction ~~business~~may ~~combination~~be ~~within~~dependent 24on ~~months after~~ the ~~closing~~ability ofto ~~the~~raise ~~public~~equity ~~offering,~~and indebt financing which ~~case~~may webe ~~would~~impacted ~~cease~~by ~~all~~COVID-19 ~~operations~~and ~~except~~other ~~for~~events ~~the~~(such ~~purpose~~as ofterrorist ~~winding~~attacks, upnatural ~~and~~disasters weor ~~would~~a ~~redeem~~significant ~~our~~outbreak ~~public~~of ~~shares~~other ~~and~~infectious ~~liquidate~~diseases), inincluding ~~which~~as ~~case~~a ~~our~~result ~~public~~of ~~shareholders~~increased ~~may~~market ~~receive~~volatility ~~only~~and ~~$10.00~~decreased ~~per~~market ~~share,~~liquidity orand ~~less~~third-party ~~than~~financing ~~such~~being ~~amount~~unavailable inon ~~certain~~terms ~~circumstances,~~acceptable ~~and~~to ~~our~~us ~~warrants~~or ~~will~~at ~~expire worthless~~all.

Finally, the outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.

~~COVID-19~~We may be adversely affected by economic uncertainty and volatility in the financial markets, including as a result of the military conflict in Ukraine.

~~per~~In late February 2022, Russian military forces invaded Ukraine. Russia’s invasion, the responses of countries and political bodies to Russia’s actions, and the potential for wider conflict may increase financial market volatility and could have adverse effects on regional and global economic markets, including the markets for certain securities and commodities. Following Russia’s actions, various countries, including the United States, Canada, the United Kingdom, Germany, and France, as well as the European Union, issued broad-~~share~~ranging economic sanctions against Russia. The sanctions consist of the prohibition of trading in certain Russian securities and engaging in certain private transactions, the prohibition of doing business with certain Russian corporate entities, large financial institutions, officials and persons, and the freezing of Russian assets. The sanctions include a possible commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, commonly called “SWIFT,” the electronic network that connects banks globally, and imposed restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. A number of large corporations and U.S. states have also announced plans to curtail business dealings with certain Russian businesses.

~~per-share~~The imposition of the current sanctions (and potential imposition of further sanctions in response to continued Russian military activity) and other actions undertaken by countries and businesses may adversely impact various sectors of the Russian economy, and the military action has severe impacts on the Ukrainian economy, including its exports and food production. The duration of ongoing hostilities and corresponding sanctions and related events cannot be predicted and may result in a negative impact on the markets and thereby may negatively impact our ability to consummate a Business Combination.

IfWe wemay ~~seek~~not ~~shareholder~~be ~~approval~~able ofto ~~our~~consummate an initial business combination, ~~our~~within ~~sponsor,~~24 ~~directors,~~months ~~executive~~after ~~officers~~the closing of the public offering, ~~advisors~~in ~~and~~which ~~their~~case ~~affiliates~~we ~~may~~would ~~elect~~cease toall ~~purchase~~operations ~~public~~except ~~shares~~for orthe ~~warrants,~~purpose ~~which~~of ~~may~~winding ~~influence~~up aand ~~vote~~we onwould aredeem ~~proposed~~our ~~business~~public ~~combination~~shares and ~~reduce~~liquidate, ~~the~~in which case our public ~~“float”~~shareholders ofmay ~~our~~receive ~~Class A~~only ~~ordinary~~$10.00 ~~shares~~per share, or ~~public~~less than such amount in certain circumstances, and our warrants will expire worthless.

IfWe wemay ~~seek~~not ~~shareholder~~be ~~approval~~able ofto ~~our~~find a suitable target business and consummate an initial business combination, ~~and~~such weas dothe ~~not~~proposed ~~conduct~~business ~~redemptions~~combination, inwithin ~~connection~~24 ~~with~~months after the closing of the public offering. Our ability to complete our initial business combination ~~pursuant~~may tobe ~~the~~negatively ~~tender~~impacted ~~offer~~by ~~rules,~~general ~~our~~market ~~sponsor~~conditions, ~~directors,~~volatility ~~executive~~in ~~officers,~~the ~~advisors~~capital orand ~~their~~debt ~~affiliates~~markets ~~may~~and ~~purchase~~the ~~public~~other ~~shares~~risks ordescribed ~~warrants~~herein. inFor ~~privately~~example, the outbreak of COVID-~~negotiated~~19 ~~transactions~~continues orto grow both in the ~~open~~U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market ~~either~~volatility, ~~prior~~decreased market liquidity and third-party financing being unavailable on terms acceptable to us or ~~following~~at all. Additionally, the ~~completion~~outbreak of ~~our~~COVID-19 may negatively impact businesses we may seek to acquire. If we have not consummated an initial business combination. ~~Any~~within such ~~price~~applicable ~~per~~time ~~share~~period, ~~may~~we bewill: ~~different~~(i) cease ~~than~~all operations except for the ~~amount~~purpose ~~per~~of ~~share~~winding aup; ~~public~~(ii) as ~~shareholder~~promptly ~~would~~as ~~receive~~reasonably ifpossible itbut ~~elected~~not tomore than ten business days thereafter, redeem ~~its~~the public shares, at a per-share price, payable in ~~connection~~cash, ~~with~~equal ~~our~~to ~~initial~~the ~~business~~aggregate ~~combination.~~amount ~~Additionally~~then on deposit in the Trust Account, atincluding ~~any~~interest ~~time~~earned aton orthe ~~prior~~funds held in the Trust Account and not previously released to us to pay our ~~initial~~income ~~business~~taxes, ~~combination~~if any (less up to $100,000 ~~subject~~of interest to ~~applicable~~pay ~~securities~~dissolution ~~laws~~expenses and any withholding tax), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including ~~with~~the ~~respect~~right to ~~material~~receive ~~nonpublic~~further ~~information~~liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our ~~sponsor,~~remaining shareholders and our board of directors, ~~officers~~liquidate and dissolve, ~~advisors~~subject orin ~~any~~the case of ~~their~~clauses ~~respective~~(ii) and ~~affiliates~~(iii), ~~may~~to ~~enter~~our ~~into~~obligations ~~transactions~~under ~~with~~Cayman ~~investors~~Islands ~~and~~law ~~others~~ to provide ~~them~~for ~~with~~claims ~~incentives~~of tocreditors ~~acquire~~and ~~public~~the ~~shares~~requirements of other applicable law. Our amended and restated memorandum and articles of association will provide that, ~~vote~~if ~~their~~we ~~public~~wind ~~shares~~up infor ~~favor~~any other reason prior to the consummation of our initial business combination, orwe ~~not~~will ~~redeem~~follow ~~their~~the ~~public~~foregoing ~~shares.~~procedures ~~However,~~with ~~they~~respect ~~are~~to ~~under~~the noliquidation ~~obligation~~of orthe ~~duty~~Trust toAccount doas sopromptly ~~and~~as ~~they~~reasonably ~~have~~possible nobut ~~current~~not ~~commitments,~~more ~~plans~~than orten ~~intentions~~business days thereafter, subject to ~~engage~~applicable inCayman Islands law. In either such ~~transactions~~case, ~~and~~our ~~have~~public ~~not~~shareholders ~~formulated~~may ~~any~~receive ~~terms~~only or$10.00 ~~conditions~~per ~~for~~public ~~any~~share, ~~such~~or ~~transactions~~less than $10.00 ~~None~~per public share, on the redemption of their shares, and our warrants will expire worthless. See “-If third parties bring claims against us, the ~~funds~~proceeds held in the ~~Trust~~trust ~~Account~~account ~~will~~could be ~~used~~reduced toand ~~purchase~~the per-share redemption amount received by shareholders may be less than $10.00 per public ~~shares~~share” orand ~~warrants~~other inrisk ~~such~~factors ~~transactions~~herein.

In19 the event that our sponsor, directors, executive 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 transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) 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. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. 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—Shareholders May Not Have the Ability to Approve Our Initial Business Combination” for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction.

18Table of Contents

~~Table~~If we seek shareholder approval of ~~Contents~~our initial business combination, our sponsor, directors, executive 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.

~~Because~~If we seek shareholder approval of our ~~limited~~initial ~~resources~~business combination and ~~the~~we ~~significant~~do ~~competition~~not ~~for~~conduct redemptions in connection with our initial business combination ~~opportunities~~pursuant to the tender offer rules, itour sponsor, directors, executive officers, advisors or their affiliates may bepurchase ~~more~~public ~~difficult~~shares ~~for~~or uswarrants in privately-negotiated transactions or in the open market either prior to ~~complete~~or following the completion of our initial business combination. IfAny wesuch ~~have~~price ~~not~~per ~~consummated~~share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. ~~within~~Additionally, ~~the~~at ~~required~~any time ~~period~~at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our ~~public~~sponsor, ~~shareholders~~directors, officers, advisors or any of their respective affiliates may ~~receive~~enter ~~only~~into ~~approximately~~transactions ~~$10.00~~with ~~per~~investors and others to provide them with incentives to acquire public ~~share~~shares, orvote ~~less~~their public shares in ~~certain~~favor ~~circumstances~~of our initial business combination or not redeem their public shares. However, onthey ~~the~~are ~~liquidation~~under no obligation or duty to do so and 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 ~~our~~the funds in the Trust Account ~~and~~will ~~our~~be used to purchase public shares or warrants ~~will~~in ~~expire~~such ~~worthless~~transactions.

~~per~~In the event that our sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately-~~share~~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 transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) 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. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. 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-Shareholders May Not Have the Ability to Approve Our Initial Business Combination” for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction.

IfBecause ~~the net proceeds~~ of ~~the~~our ~~public~~limited ~~offering~~resources and the ~~sale~~significant ofcompetition ~~the~~for ~~private~~business ~~placement~~combination ~~units~~opportunities, ~~not~~it ~~being~~may ~~held~~be inmore ~~the~~difficult ~~trust~~for ~~account are insufficient to allow~~ us to ~~operate~~complete ~~for~~our ~~the~~initial 24business ~~months~~combination. ~~following~~If ~~the~~we ~~closing~~have ofnot ~~the~~consummated ~~public~~our ~~offering,~~initial itbusiness ~~could~~combination ~~limit~~within the ~~amount~~required ~~available~~time toperiod, ~~fund~~ our ~~search~~public ~~for~~shareholders amay ~~target~~receive ~~business~~only orapproximately ~~businesses~~$10.00 ~~and~~per ~~our~~public ~~ability~~share, toor ~~complete~~less ~~our~~in ~~initial~~certain ~~business combination~~circumstances, ~~and we will depend~~ on ~~loans~~the ~~from~~liquidation ~~our sponsor, its affiliates or members~~ of our ~~management~~Trust ~~team~~Account ~~to fund our search~~ and ~~to complete~~ our ~~initial~~warrants ~~business~~will ~~combination~~expire worthless.

~~“no-shop”~~We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or 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 proceeds of the public offering and the sale of the private placement units, 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

1920

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 have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. See “-If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.

~~per-share~~21

pro-rataTable of Contents

The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.

~~winding~~The proceeds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries. While short-upterm U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share. Furthermore, to the extent we are considered a Dutch tax resident, any distribution of interest income to our shareholders will be subject to 15% withholding tax under Dutch law.

If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the 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.

20If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

~~Table~~If ofwe ~~Contents~~are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

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

~~winding-up~~• restrictions on the nature of our investments; and

~~per-share~~22

winding-upTable of Contents

~~winding-up~~• restrictions on the issuance of securities, 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:

~~per-share~~• registration as an investment company with the SEC;

If• weadoption ~~are~~of ~~deemed~~a tospecific beform anof ~~investment~~corporate ~~company~~structure; ~~under the Investment Company Act, we may be required to institute burdensome compliance requirements~~ and ~~our activities may be restricted, which may make it difficult for us to complete our initial business combination.~~

If• wereporting, ~~are~~record ~~deemed~~keeping, tovoting, beproxy anand ~~investment~~disclosure ~~company~~requirements ~~under~~and ~~the~~other ~~Investment~~rules ~~Company~~and ~~Act,~~regulations ~~our~~that ~~activities~~we ~~may~~are becurrently ~~restricted,~~not ~~including:~~subject to.

•In ~~restrictions~~order onnot to be regulated as an investment company under the ~~nature~~Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our ~~investments;~~activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

•We ~~restrictions~~do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the ~~issuance~~manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The public offering was not intended for persons who were seeking a return on investments in government securities or investment securities. The Trust Account was intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered 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 provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares (including extending the deadline for completing our initial business combination); or (iii) absent our completing an initial business combination within 24 months from the closing of the public offering, our return of the funds held in the Trust Account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

~~each~~23 ~~of which may make it difficult for us to complete our initial business combination.~~

InTable addition,of we may have imposed upon us burdensome requirements, including: Contents

•Changes ~~registration~~in aslaws anor ~~investment~~regulations, ~~company~~or a failure to comply with ~~the~~any ~~SEC;~~laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

•We ~~adoption~~are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a ~~specific~~material ~~form~~adverse effect on our business, investments and results of ~~corporate~~operations. ~~structure;~~In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

•Our ~~reporting,~~shareholders ~~record~~may ~~keeping,~~be ~~voting,~~held ~~proxy~~liable ~~and~~for ~~disclosure~~claims ~~requirements~~by ~~and~~third ~~other~~parties ~~rules~~against ~~and~~us ~~regulations~~to ~~that~~the weextent ~~are~~of ~~currently~~distributions ~~not~~received ~~subject~~by tothem upon redemption of their shares.

InIf ~~order~~we ~~not~~are forced to enter into an insolvent liquidation, any distributions received by shareholders could be ~~regulated~~viewed as an ~~investment~~unlawful ~~company~~payment ~~under~~if ~~the~~it ~~Investment~~was ~~Company~~proved ~~Act,~~that ~~unless~~immediately wefollowing ~~can~~the ~~qualify~~date ~~for~~on anwhich ~~exclusion~~the distribution was made, we ~~must~~were ~~ensure~~unable ~~that~~to wepay ~~are~~our ~~engaged~~debts ~~primarily~~as they fall due in athe ordinary course of business. ~~other~~As ~~than~~a ~~investing~~result, ~~reinvesting~~a liquidator could seek to recover some or ~~trading~~all ofamounts ~~securities~~received ~~and~~by ~~that~~our shareholders. Furthermore, our ~~activities~~directors domay ~~not~~be ~~include~~viewed ~~investing,~~as ~~reinvesting,~~having ~~owning,~~breached ~~holding~~their fiduciary duties to us or ~~trading~~our ~~“investment~~creditors ~~securities”~~and/or ~~constituting~~may ~~more~~have ~~than~~acted ~~40%~~in ofbad faith, thereby exposing themselves and our ~~assets~~company ~~(exclusive~~to ofclaims, ~~U.S.~~by ~~government~~paying ~~securities~~public ~~and~~shareholders ~~cash~~from ~~items)~~the onTrust anAccount ~~unconsolidated~~prior ~~basis~~to addressing the claims of creditors. ~~Our~~We ~~business~~cannot assure you that claims will not be tobrought ~~identify~~against ~~and~~us ~~complete~~for athese ~~business~~reasons. ~~combination~~We and ~~thereafter~~our todirectors ~~operate~~and ~~the~~officers ~~post-transaction~~who ~~business~~knowingly orand ~~assets~~willfully ~~for~~authorized ~~the~~or ~~long~~permitted ~~term.~~any Wedistribution doto ~~not~~be ~~plan~~paid toout ~~buy~~of ~~businesses~~our orshare ~~assets~~premium ~~with~~account awhile ~~view~~we were unable to ~~resale~~pay orour ~~profit~~debts ~~from~~as ~~their~~they ~~resale.~~fall Wedue doin ~~not~~the ~~plan~~ordinary tocourse ~~buy~~of ~~unrelated~~business ~~businesses~~would orbe ~~assets~~guilty orof toan offence and may be liable for a ~~passive~~fine ~~investor~~of $18,292.68 and imprisonment for five years in the Cayman Islands.

21We may not hold an annual general meeting until after the consummation of our initial business combination.

~~Table~~In accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of ~~Contents~~directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

~~2a-7~~Because we are not limited to evaluating a target business in a particular industry sector, you will be unable to ascertain the merits or risks of any particular target business’s operations.

~~Changes~~We may pursue business combination opportunities in ~~laws~~any orsector, ~~regulations~~except that we will not, orunder aour ~~failure~~amended and restated memorandum and articles of association, be permitted to ~~comply~~effectuate our initial business combination solely with ~~any~~another ~~laws~~blank ~~and~~check ~~regulations~~company or similar company with nominal operations. To the extent we complete our initial business combination, we may ~~adversely~~be ~~affect~~affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, ~~including~~we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to ~~negotiate~~control ~~and~~or ~~complete~~reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our ~~initial~~units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, ~~and~~any ~~results~~holders who choose to retain their securities following the business combination could suffer a reduction in the value of ~~operations~~their securities. Such holders are unlikely to have a remedy for such reduction in value.

We24 are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

OurTable shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. Contents

IfAlthough we ~~are~~have ~~forced~~identified togeneral ~~enter~~criteria ~~into~~and anguidelines ~~insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved~~ that ~~immediately~~we ~~following~~believe ~~the~~are ~~date~~important onin ~~which~~evaluating ~~the~~prospective ~~distribution~~target ~~was made~~businesses, we ~~were~~may ~~unable~~enter tointo ~~pay~~ our ~~debts~~initial ~~as they fall due in the ordinary course of~~ business. Ascombination awith ~~result,~~ a ~~liquidator~~target ~~could~~that ~~seek~~does tonot ~~recover~~meet ~~some~~such orcriteria ~~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~~guidelines, ~~thereby exposing themselves~~ and ~~our~~as ~~company~~a ~~to claims~~result, ~~by paying public shareholders from~~ the ~~Trust~~target ~~Account~~business ~~prior~~with towhich addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we ~~were~~enter ~~unable~~into ~~to pay~~ our ~~debts~~initial ~~as they fall due in the ordinary course of~~ business ~~would~~combination bemay ~~guilty~~not ofhave anattributes ~~offence~~entirely ~~and~~consistent ~~may~~with beour ~~liable~~general ~~for~~criteria ~~a fine of $18,292.68~~ and ~~imprisonment for five years in the Cayman Islands~~guidelines.

WeAlthough we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not ~~hold~~be anas ~~annual~~successful as a combination with a business that does meet all of our general ~~meeting~~criteria ~~until~~and ~~after~~guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the ~~consummation~~transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

InWe ~~accordance with the Nasdaq corporate governance requirements, we~~ are not required to ~~hold~~obtain an ~~annual~~opinion ~~meeting~~from ~~until~~an ~~one~~independent ~~year~~accounting ~~after~~or ~~our~~investment ~~first~~banking ~~fiscal~~firm, ~~year~~and ~~end~~consequently, ~~following~~you ~~our~~may ~~listing~~have onno ~~the~~assurance ~~Nasdaq.~~from ~~There~~an isindependent nosource ~~requirement~~that ~~under~~ the ~~Companies~~price ~~Act for us to hold annual or extraordinary general meetings to appoint directors. Until~~ we ~~hold~~are anpaying ~~annual~~for ~~general meeting, public shareholders may not be afforded~~ the ~~opportunity~~business ~~to appoint directors and to discuss company affairs with management. Our board of directors~~ is ~~divided~~fair ~~into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior~~ to our ~~first~~shareholders ~~annual~~from ~~general~~a ~~meeting)~~financial ~~serving~~point aof ~~three-year term~~view.

22Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.

~~Table~~Unlike ofsome ~~Contents~~other similarly structured blank check companies, our sponsor will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.

~~Because~~The wefounder ~~are~~shares ~~neither~~will ~~limited~~automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to ~~evaluating~~liquidating adistributions ~~target~~from the Trust Account if we fail to consummate an initial business incombination) at the time of our initial business combination or earlier at the option of the holders thereof at a ~~particular~~ratio ~~industry~~such ~~sector~~that ~~nor~~the ~~have~~number weof ~~selected~~Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the public offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any ~~specific~~equity-linked ~~target~~securities ~~businesses~~or rights issued or deemed issued, by the Company in connection with ~~which~~or in relation to ~~pursue~~the ~~our~~consummation of the initial business combination, ~~you~~excluding ~~will~~any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be ~~unable~~issued, to ~~ascertain~~any seller in the ~~merits~~initial orbusiness ~~risks~~combination and any private placement warrants issued to our sponsor, any of its affiliates or any ~~particular~~members ~~target~~of our management team upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. However, in connection with the Sponsor Support Agreement entered into with EBAC, the Sponsor and Oculis in connection with the Business Combination Agreement, the Sponsor has agreed to waive certain of these anti-dilution adjustments, contingent upon and effective as of the Acquisition Closing. This is different than some other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business’s ~~operations~~combination.

WeResources ~~may~~could ~~pursue~~be ~~business~~wasted ~~combination opportunities~~ in ~~any~~researching ~~sector,~~acquisitions ~~except~~ that weare ~~will~~ not completed, ~~under~~which ~~our~~could ~~amended~~materially ~~and~~adversely ~~restated~~affect ~~memorandum~~subsequent ~~and~~attempts ~~articles of association, be permitted~~ to ~~effectuate~~locate ~~our~~and ~~initial~~acquire ~~business~~or ~~combination~~merge ~~solely~~ with another ~~blank check company or similar company with nominal operations~~business. ~~Because~~If we have not ~~yet~~consummated ~~selected~~our orinitial ~~approached any specific target~~ business ~~with respect to a business~~ combination, ~~there~~such isas ~~no basis to evaluate~~ the ~~possible~~proposed ~~merits or risks of any particular target~~ business’s ~~operations~~combination, ~~results~~within ofthe ~~operations,~~required ~~cash~~time ~~flows~~period, ~~liquidity, financial condition or prospects. To the extent we complete~~ our ~~initial~~public ~~business~~shareholders ~~combination, we~~ may bereceive ~~affected~~only byapproximately ~~numerous risks inherent in the business operations with which we combine~~$10.00 ~~For~~per ~~example,~~public ~~if we combine with a financially unstable business or an entity lacking an established record of sales or earnings~~share, ~~we may be affected by the risks inherent in the business and operations of a financially unstable~~ or aless ~~development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent~~ in acertain ~~particular target business~~circumstances, weon ~~cannot assure you that we will properly ascertain or assess all of~~ the ~~significant~~liquidation ~~risk factors or that we will have adequate time to complete due diligence. Furthermore, some~~ of ~~these risks may be outside of~~ our ~~control~~Trust Account and ~~leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in~~ our ~~units~~warrants will ~~ultimately~~expire ~~prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target~~worthless. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

~~Although~~We weanticipate ~~have identified general criteria and guidelines~~ that wethe ~~believe~~investigation ~~are~~of ~~important~~each inspecific ~~evaluating~~target ~~prospective~~business ~~target~~and ~~businesses~~the negotiation, wedrafting ~~may~~and ~~enter~~execution ~~into~~of ~~our~~relevant ~~initial~~agreements, ~~business~~disclosure ~~combination~~documents ~~with~~and aother ~~target~~instruments ~~that~~will ~~does~~require ~~not~~substantial ~~meet~~management ~~such~~time ~~criteria~~ and ~~guidelines,~~attention and assubstantial acosts ~~result~~for accountants, ~~the~~attorneys ~~target~~and ~~business~~others. ~~with~~If ~~which~~ we ~~enter~~decide ~~into~~not ~~our~~to complete a specific initial business combination, ~~may~~the ~~not~~costs ~~have~~incurred ~~attributes~~up ~~entirely~~to ~~consistent~~that ~~with~~point ~~our~~for ~~general~~the ~~criteria~~proposed ~~and~~transaction ~~guidelines.~~likely would not be

~~Although~~25 we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

WeTable are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view. Contents

~~Unless~~ recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination, ~~with~~such anas ~~affiliated~~the ~~entity~~proposed business combination, wefor ~~are~~any ~~not~~number ~~required~~of toreasons ~~obtain~~including anthose ~~opinion~~beyond ~~from~~our ancontrol. ~~independent~~Any ~~investment~~such ~~banking~~event ~~firm~~will orresult ~~another~~in ~~independent~~a ~~entity~~loss ~~that~~to ~~commonly~~us ~~renders~~of ~~valuation~~the ~~opinions~~related ~~that~~costs ~~the~~incurred ~~price~~which wecould ~~are~~materially ~~paying~~adversely isaffect ~~fair~~subsequent attempts to ~~our~~locate ~~shareholders~~and ~~from~~acquire aor ~~financial~~merge ~~point~~with ofanother ~~view~~business. If nowe ~~opinion~~have isnot ~~obtained,~~consummated our ~~shareholders~~initial ~~will~~business becombination, ~~relying~~such onas the ~~judgment~~proposed ofbusiness ~~our board of directors~~combination, ~~who~~within ~~will~~the ~~determine~~required ~~fair~~time ~~market~~period, ~~value~~our ~~based~~public onshareholders ~~standards~~may ~~generally~~receive ~~accepted~~only byapproximately ~~the financial community~~$10.00 ~~Such~~per ~~standards~~public ~~used~~share, ~~will~~or beless ~~disclosed~~ in ~~our~~certain ~~proxy~~circumstances, ~~solicitation~~on orthe ~~tender~~liquidation ~~offer~~of ~~materials,~~our asTrust ~~applicable,~~Account ~~related~~and to our ~~initial~~warrants ~~business~~will ~~combination~~expire worthless.

23If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share.

~~Table~~Our placing of ~~Contents~~funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the 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 perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third- party’s engagement would be significantly more beneficial to us than any alternative.

~~Unlike~~Examples ~~some~~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 ~~similarly~~consultants ~~structured~~that ~~blank~~would ~~check~~agree ~~companies~~to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, ~~our~~there ~~sponsor~~is no guarantee that such entities will ~~receive~~agree ~~additional~~to ~~Class A~~waive ~~ordinary~~any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we ~~issue~~have ~~shares~~not toconsummated ~~consummate~~ an initial business combination within 24 months from the closing of the public offering, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement of which the IPO prospectus forms a part, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts 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 public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of the public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

~~as-converted~~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.

~~one-to-one.~~26

ResourcesTable could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. Contents

WeOur ~~anticipate~~directors ~~that~~may the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to ~~complete~~enforce ~~a specific initial business combination,~~ the ~~costs~~indemnification ~~incurred~~obligations upof toour ~~that point for the proposed transaction likely would not be recoverable. Furthermore~~sponsor, ifresulting wein ~~reach an agreement relating to~~ a ~~specific~~reduction ~~target~~in ~~business,~~the weamount ~~may fail to complete our initial business combination for any number~~ of ~~reasons~~funds ~~including those beyond our control. Any such event will result~~ in ~~a loss to us of~~ the ~~related~~Trust ~~costs~~Account ~~incurred~~available ~~which~~for ~~could~~distribution ~~materially adversely affect subsequent attempts~~ to ~~locate and acquire or merge with another business. If we have not consummated~~ our ~~initial business combination within the required time period, our~~ public shareholders ~~may receive only approximately $10~~.00 ~~per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.~~

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per- public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If 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 public share.

~~Our~~We ~~placing~~may ofengage ~~funds~~ in ~~the~~a ~~Trust~~business ~~Account~~combination ~~may~~with ~~not~~one ~~protect~~or ~~those~~more ~~funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective~~ target businesses ~~and~~that ~~other~~have ~~entities~~relationships with ~~which~~entities wethat domay ~~business~~be ~~execute~~affiliated ~~agreements~~ with usour ~~waiving~~sponsor, ~~any~~executive ~~right~~officers, ~~title,~~directors ~~interest~~ or ~~claim~~initial ~~of any kind in or to any monies held in the Trust Account for the benefit of our public~~ shareholders, ~~such~~which ~~parties~~ may ~~not~~raise ~~execute~~potential ~~such~~conflicts ~~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 against our assets, including the funds held in the Trust Accountinterest. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third- party’s engagement would be significantly more beneficial to us than any alternative.

24In light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers, directors or initial shareholders if the proposed business combination is not consummated. Our directors also serve as officers and board members for other entities, including, without limitation, those described under Item 10 – “Directors, Executive Officers and Corporate Governance-Conflicts of Interest.” Our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. 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. If the proposed business combination is n ot consummated, 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 and guidelines for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or initial shareholders, 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.

~~Table~~Members of ~~Contents~~our management team and affiliated companies have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to our business.

~~per-share~~Members of our management team have been involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As a result of such involvement, members of our management team and affiliated companies have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to our business. Any such proceedings or investigations may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverse effect on the price of our securities.

~~provided~~27

However,Table 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~~Since our sponsor, executive officers and directors ~~may~~will ~~decide~~lose their entire investment in us if our initial business combination is not tocompleted ~~enforce~~(other ~~the~~than ~~indemnification~~with ~~obligations~~respect ofto ~~our~~public ~~sponsor,~~shares ~~resulting~~they inmay aacquire ~~reduction~~during inor after the ~~amount~~public offering), a conflict of ~~funds~~interest may arise in ~~the~~determining ~~Trust~~whether ~~Account~~a ~~available~~particular ~~for~~business ~~distribution~~combination totarget is appropriate for our ~~public~~initial ~~shareholders~~business combination.

InOn ~~the~~January 18, ~~event~~2021, ~~that~~ the ~~proceeds~~Sponsor inpaid ~~the~~$25,000 ~~Trust~~to ~~Account~~cover ~~are~~certain ~~reduced~~expenses ~~below~~of the ~~lesser~~Company ofin ~~(i)~~consideration ~~$10.00~~of ~~per~~2,875,000 ~~public share and (ii)~~Class ~~the~~B ~~actual~~ordinary ~~amount~~shares, ~~per~~par ~~public~~value ~~share~~$0.0001, ~~held in~~ (the ~~Trust~~“Founder ~~Account~~Shares”). asOn ofMarch 15, ~~the~~2021, ~~date of~~ the ~~liquidation~~Company ofeffected ~~the~~a ~~Trust~~6-for-5 ~~Account if less than $10.00 per public~~ share ~~due~~split, toresulting ~~reductions~~ in ~~the~~an ~~value~~aggregate of ~~the trust assets~~3,450,000 inClass B ~~each~~ordinary ~~case~~shares ~~net~~outstanding. ofPrior ~~the interest that may be withdrawn~~ to ~~pay~~the ~~our~~Initial ~~tax~~Public ~~obligations~~Offering, ~~and~~the ~~our~~Sponsor ~~sponsor~~transferred ~~asserts~~25,000 ~~that~~Founder itShares ~~is unable~~ to ~~satisfy~~two ~~its~~of ~~obligations~~the orCompany’s ~~that it has no indemnification obligations related to a particular claim, our~~ independent directors. ~~would~~The ~~determine~~Sponsor ~~whether~~agreed to ~~take~~forfeit ~~legal~~up ~~action~~to ~~against~~450,000 ~~our~~Founder ~~sponsor~~Shares to ~~enforce~~the ~~its~~extent ~~indemnification obligations. While we currently expect~~ that ~~our~~the ~~independent~~over-allotment ~~directors~~option ~~would~~was ~~take~~not ~~legal~~exercised ~~action~~in onfull ~~our~~by ~~behalf~~the ~~against~~underwriters, ~~our~~so ~~sponsor~~that tothe ~~enforce~~Founder ~~its~~Shares ~~indemnification~~will ~~obligations~~represent to20.0% ~~us,~~of itthe isCompany’s ~~possible~~issued ~~that~~and ~~our~~outstanding ~~independent~~ordinary ~~directors~~shares in(excluding ~~exercising~~the ~~their~~Private ~~business~~Placement ~~judgment~~Shares and ~~subject~~assuming tothe ~~their~~initial ~~fiduciary~~shareholders ~~duties~~do ~~may choose~~ not topurchase doany soUnits in ~~any~~the ~~particular~~Initial ~~instance.~~Public IfOffering) ~~our~~after ~~independent~~the ~~directors~~Initial ~~choose~~Public ~~not~~Offering. toOn ~~enforce~~May 3, ~~these indemnification obligations~~2021, the ~~amount~~Company ofissued ~~funds~~754,784 inOver-Allotment ~~the~~Units ~~Trust~~resulting ~~Account~~in ~~available~~the ~~for~~forfeiture ~~distribution~~of to261,304 ~~our~~Class B ~~public~~ordinary ~~shareholders may be reduced below $10~~shares.00 ~~per public share.~~

25We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

~~Table~~We may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of ~~Contents~~any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

We• ~~may~~default ~~engage~~and inforeclosure aon ~~business~~our ~~combination~~assets ~~with~~if ~~one or more target businesses that have relationships with entities that may be affiliated with~~ our ~~sponsor,~~operating ~~executive~~revenues ~~officers,~~after ~~directors~~an or initial ~~shareholders~~business ~~which~~combination ~~may~~are ~~raise~~insufficient ~~potential~~to ~~conflicts~~repay ofour ~~interest.~~debt obligations;

In• ~~light~~acceleration of ~~the involvement of~~ our ~~sponsor,~~obligations ~~executive officers and directors with other entities, we may decide~~ to ~~acquire~~repay one or more businesses affiliated with our sponsor, executive officers, directors or initial shareholders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under Item 10—“Directors, Executive Officers and Corporate Governance—Conflicts of Interest.” Our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the ~~period~~indebtedness ineven ~~which~~if we ~~are~~make ~~seeking~~all anprincipal ~~initial business combination. Such entities may compete with us for business combination opportunities. Our sponsor, officers~~ and ~~directors~~interest ~~are~~payments ~~not~~when ~~currently~~due aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we ~~determined~~breach ~~that~~certain ~~such~~covenants affiliated entity met our criteria and guidelines for a business combination as set forth in “Proposed Business—Effecting Our Initial Business Combination—Evaluation of a Target Business and Structuring of Our Initial Business Combination” and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent entity that ~~commonly~~require ~~renders valuation opinions regarding~~ the ~~fairness~~maintenance toof ~~our~~certain ~~company from a~~ financial ~~point~~ratios ofor ~~view~~reserves ofwithout a ~~business~~waiver ~~combination with one~~ or ~~more~~renegotiation ~~domestic or international businesses affiliated with our sponsor, executive officers, directors or initial shareholders, potential conflicts~~ of ~~interest~~that ~~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.~~ covenant;

~~Members~~• of our ~~management~~immediate ~~team~~payment ~~and~~of ~~affiliated~~all ~~companies~~principal ~~have been,~~ and ~~may~~accrued ~~from~~interest, ~~time~~if ~~to time be~~any, ~~involved~~if inthe ~~legal~~debt ~~proceedings~~is orpayable ~~governmental~~on ~~investigations unrelated to our business.~~ demand;

~~Members~~• of our ~~management~~inability ~~team have been involved in a wide variety of businesses. Such involvement has, and may lead~~ to, ~~media~~obtain ~~coverage~~necessary ~~and~~additional ~~public~~financing ~~awareness.~~if Asthe adebt ~~result~~contains ofcovenants ~~such~~restricting ~~involvement, members of~~ our ~~management~~ability ~~team and affiliated companies have been, and may from time~~ to ~~time~~obtain ~~be, involved in legal proceedings or governmental investigations unrelated to our business. Any~~ such ~~proceedings~~financing orwhile ~~investigations may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverse effect on~~ the ~~price~~debt ofis ~~our securities.~~ outstanding;

~~Since~~• our ~~sponsor,~~inability ~~executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect~~ to ~~public~~pay ~~shares~~dividends ~~they~~on ~~may acquire during or after the public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for~~ our ~~initial~~Class ~~business~~A ~~combination.~~ordinary shares;

On• ~~January~~using ~~18,~~a ~~2021,~~substantial ~~the~~portion ~~Sponsor paid $25,000 to cover certain expenses~~ of ~~the~~our ~~Company~~cash inflow ~~consideration~~to ofpay ~~2,875,000~~principal ~~Class~~and Binterest ~~ordinary~~on ~~shares,~~our ~~par value $0.0001~~debt, ~~(the~~which ~~“Founder~~will ~~Shares”).~~reduce ~~On March 15, 2021,~~ the ~~Company~~funds ~~effected~~available ~~a 6-~~for-5 ~~share~~dividends ~~split,~~on ~~resulting~~our ~~in an aggregate of 3,450,000~~ Class BA ordinary shares ~~outstanding.~~if ~~Prior to the Initial Public Offering~~declared, ~~the Sponsor transferred 25~~expenses,~~000~~ ~~Founder~~capital ~~Shares to two of the Company’s independent directors. These 50~~expenditures,~~000~~ ~~shares~~acquisitions are not subject to forfeiture in the event the underwriters’ over-allotment option is not exercised. The Sponsor agreed to forfeit up to 450,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and ~~outstanding~~other ~~ordinary~~general ~~shares~~corporate (excluding the Private Placement Shares and assuming the initial shareholders do not purchase any Units in the Initial Public Offering) after the Initial Public Offering. On May 3, 2021, the Company issued 754,784 Over-Allotment Units resulting in the forfeiture of 261,304 Class B ordinary shares. purposes;

We• ~~may~~limitations ~~issue~~on ~~notes~~our orflexibility ~~other~~in ~~debt~~planning ~~securities,~~for orand ~~otherwise~~reacting ~~incur substantial debt,~~ to ~~complete~~changes ain ~~business combination, which may adversely affect~~ our ~~leverage~~business and ~~financial~~in ~~condition and thus negatively impact~~ the ~~value~~industry ~~of our shareholders’ investment~~ in ~~us.~~which we operate;

~~10-K~~28

per-shareTable of Contents

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

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

•We ~~default~~may ~~and~~only ~~foreclosure~~be onable ~~our~~to ~~assets~~complete ifone ~~our~~business ~~operating~~combination, ~~revenues~~such ~~after~~as anthe ~~initial~~proposed business combination, ~~are~~with ~~insufficient~~the proceeds of the public offering and the sale of the private placement units, which will cause us to ~~repay~~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 ~~debt~~operations ~~obligations;~~and profitability.

•The ~~acceleration~~net ofproceeds ~~our~~from ~~obligations to repay~~ the ~~indebtedness~~public ~~even~~offering ifand wethe ~~make~~sale ~~all~~of ~~principal~~the ~~and~~private ~~interest~~placement ~~payments~~units ~~when~~provided ~~due~~us ifwith we$119,983,669 ~~breach certain covenants~~ that ~~require~~we ~~the~~may ~~maintenance~~use ofto ~~certain~~complete ~~financial~~our ~~ratios~~initial orbusiness ~~reserves~~combination. ~~without a waiver or renegotiation of that covenant;~~

•If the proposed business combination is not consummated, we may effectuate our ~~immediate~~initial ~~payment~~business combination with a single-target business or multiple-target businesses simultaneously or within a short period of ~~all~~time. ~~principal~~However, ~~and~~we ~~accrued~~may ~~interest~~not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if ~~any~~they had been operated on a combined basis. By completing our initial business combination with only a single entity, ifour lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the ~~debt~~possible isspreading ~~payable~~of onrisks ~~demand;~~or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

• ~~our~~solely ~~inability~~dependent toupon ~~obtain necessary additional financing if~~ the ~~debt~~performance ~~contains~~of ~~covenants~~a ~~restricting~~single ~~our~~business, ~~ability~~property toor ~~obtain such financing while the debt is outstanding~~asset; or

• ~~our~~dependent ~~inability~~upon tothe ~~pay~~development ~~dividends~~or onmarket ~~our~~acceptance ~~Class~~of Aa ~~ordinary~~single ~~shares;~~or limited number of products, processes or services.

•This ~~using~~lack ~~a substantial portion~~ of ~~our~~diversification ~~cash~~may ~~flow~~subject us to ~~pay~~numerous ~~principal~~economic, competitive and ~~interest~~regulatory onrisks, ~~our~~any ~~debt,~~or ~~which~~all ~~will~~of ~~reduce~~which ~~the~~may ~~funds~~have ~~available~~a ~~for~~substantial ~~dividends~~adverse onimpact ~~our~~upon ~~Class~~the Aparticular ~~ordinary~~industry ~~shares~~in ifwhich ~~declared,~~we ~~expenses,~~may ~~capital~~operate ~~expenditures,~~subsequent ~~acquisitions~~to ~~and~~our ~~other~~initial ~~general~~business ~~corporate~~combination. ~~purposes;~~

•We ~~limitations~~may onattempt ~~our~~to ~~flexibility~~simultaneously incomplete ~~planning~~business ~~for~~combinations ~~and~~with ~~reacting~~multiple toprospective ~~changes~~targets, inwhich may hinder our ability to complete our initial business combination and ingive ~~the~~rise ~~industry~~to inincreased ~~which~~costs weand ~~operate;~~risks that could negatively impact our operations and profitability.

•If ~~increased~~the ~~vulnerability~~proposed business combination is not consummated, and we determine to ~~adverse~~simultaneously ~~changes~~acquire inseveral ~~general~~businesses ~~economic~~that are owned by different sellers, ~~industry~~we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and ~~competitive~~delay ~~conditions~~our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and ~~adverse~~costs ~~changes~~with respect to possible multiple negotiations and due diligence (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 ~~government~~a ~~regulation;~~single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

•29 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.

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

~~The~~We ~~net~~may ~~proceeds~~attempt ~~from~~to ~~the~~complete ~~public~~our ~~offering~~initial ~~and~~business ~~the~~combination ~~sale~~with ofa ~~the~~ private ~~placement~~company ~~units~~about ~~provided~~which uslittle ~~with~~information ~~$119~~is available,~~983,669~~ which may result in a business combination with a company that weis ~~may~~not ~~use~~as toprofitable ~~complete~~as ~~our~~we ~~initial~~suspected, ~~business~~if ~~combination~~at all.

WeIn ~~may~~pursuing ~~effectuate~~ our ~~initial~~acquisition ~~business combination with a single-target business or multiple-target businesses simultaneously or within a short period of time. However~~strategy, we may ~~not~~seek ~~be able~~ to effectuate our initial business combination with ~~more~~a ~~than~~privately ~~one~~held ~~target~~company, ~~business~~such ~~because~~as ofOculis. ~~various~~Very ~~factors,~~little ~~including~~public ~~the~~information ~~existence~~generally ofexists ~~complex~~about ~~accounting~~private ~~issues~~companies, and ~~the requirement that~~ we ~~prepare~~could ~~and~~be ~~file~~required ~~pro~~to ~~forma~~make ~~financial~~our ~~statements~~decision ~~with~~on ~~the~~whether ~~SEC~~to ~~that~~pursue ~~present operating results and the financial condition of several target businesses as if they had been operated on~~ a ~~combined~~potential ~~basis. By completing our~~ initial business combination ~~with~~on only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the ~~possible~~basis ~~spreading~~ of ~~risks~~limited ~~or offsetting of losses~~information, ~~unlike other entities~~ which may ~~have~~result ~~the~~in ~~resources~~a ~~to complete several~~ business ~~combinations~~combination inwith ~~different~~a ~~industries~~company orthat ~~different~~is ~~areas~~not ofas aprofitable ~~single~~as ~~industry.~~we ~~Accordingly~~suspected, ~~the~~if ~~prospects~~at ~~for~~all. ~~our success may be:~~

•We ~~solely~~do ~~dependent~~not ~~upon~~have ~~the~~a ~~performance~~specified maximum redemption threshold. The absence of such a ~~single~~redemption threshold may make it possible for us to complete our initial business, ~~property~~combination orwith ~~asset;~~which ora substantial majority of our shareholders do not agree.

•Our ~~dependent~~amended ~~upon~~and restated memorandum and articles of association will not provide a specified maximum redemption threshold, except 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 (so that we do not then become subject to the ~~development~~SEC’s “penny stock” rules). 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, ~~market~~if ~~acceptance~~we seek shareholder approval of aour ~~single~~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 ~~limited~~their ~~number~~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 ~~products~~the proposed business combination exceed the aggregate amount of cash available to us, ~~processes~~we will not complete the business combination or ~~services~~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.

~~This~~In ~~lack~~order ofto ~~diversification~~effectuate ~~may~~an ~~subject~~initial usbusiness tocombination, ~~numerous~~blank ~~economic~~check companies have, ~~competitive~~in ~~and~~the ~~regulatory~~recent ~~risks~~past, ~~any~~amended orvarious ~~all~~provisions of ~~which~~their ~~may~~charters ~~have~~and aother ~~substantial~~governing ~~adverse~~instruments, ~~impact~~including ~~upon~~their ~~the~~warrant ~~particular~~agreements. ~~industry~~We incannot ~~which~~assure you that we ~~may~~will ~~operate~~not ~~subsequent~~seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

27In order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant agreement will require a vote of holders of at least 65% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 65% of the number of the then outstanding private placement warrants. In addition, our amended and restated memorandum and articles of association will require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares (including extending the deadline for completing our initial business combination). To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities.

~~Table~~30 ~~of Contents~~

WeTable mayof 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. Contents

IfThe weprovisions ~~determine~~of toour ~~simultaneously~~amended ~~acquire~~and ~~several~~restated ~~businesses~~memorandum ~~that~~and ~~are~~articles ~~owned~~of byassociation ~~different~~that ~~sellers,~~relate weto ~~will~~the ~~need~~rights ~~for~~of ~~each~~holders of ~~such~~our ~~sellers~~Class A toordinary ~~agree~~shares ~~that~~(and ~~our~~corresponding ~~purchase~~provisions of ~~its~~the ~~business~~agreement isgoverning ~~contingent on~~ the ~~simultaneous~~release ~~closings~~ of ~~the~~funds ~~other~~from ~~business~~our ~~combinations,~~Trust ~~which~~Account) may ~~make~~be itamended ~~more~~with ~~difficult~~the ~~for~~approval ~~us,~~of ~~and~~a ~~delay~~special ~~our~~resolution ~~ability,~~which torequires ~~complete~~the ~~our~~approval ~~initial~~of ~~business~~the ~~combination.~~holders ~~With~~of ~~multiple~~at ~~business~~least ~~combinations,~~two-thirds weof ~~could~~our ~~also~~ordinary ~~face~~shares ~~additional~~who ~~risks,~~attend ~~including additional burdens~~ and ~~costs~~vote ~~with~~at ~~respect~~a togeneral ~~possible~~meeting ~~multiple~~of ~~negotiations~~the ~~and~~company, ~~due~~which ~~diligence~~is ~~(if~~a ~~there~~lower ~~are~~amendment ~~multiple~~threshold ~~sellers)~~than ~~and~~that ~~the~~of ~~additional~~some ~~risks~~other ~~associated~~blank ~~with~~check ~~the~~companies. ~~subsequent~~It ~~assimilation~~may ofbe ~~the~~easier ~~operations~~for ~~and~~us, ~~services~~therefore, orto ~~products~~amend ofour ~~the~~amended ~~acquired~~and ~~companies~~restated inmemorandum aand ~~single~~articles ~~operating~~of ~~business.~~association Ifto wefacilitate ~~are~~the ~~unable~~completion toof ~~adequately~~an ~~address~~initial ~~these~~business ~~risks,~~combination itthat ~~could~~some ~~negatively~~of ~~impact~~ our ~~profitability~~shareholders ~~and~~may ~~results~~not ~~of operations~~support.

WeSome other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to the rights of a company’s shareholders, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s shareholders. Our amended and restated memorandum and articles of association provide that any of its provisions related to the rights of holders of our Class A ordinary shares (including the requirement to deposit proceeds of the public offering and the sale of the private placement units into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders) may ~~attempt~~be amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares 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 at least 65% of our ordinary shares; provided that the provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors or to ~~complete~~continue our company in a jurisdiction outside the Cayman Islands prior to our initial business combination ~~with~~may only be amended by a ~~private~~special ~~company~~resolution ~~about~~passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which ~~little~~shall ~~information~~include isthe ~~available~~affirmative vote of a simple majority of our Class B ordinary shares. Our sponsor and its permitted transferees, ~~which~~if ~~may~~any, ~~result~~who will collectively beneficially own, on an as-converted basis, 20% of our Class A ordinary shares upon the closing of the public offering (excluding the private placement shares underlying the private placement units and assuming they do not purchase any units in the 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 result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination ~~with~~behavior more easily than some other blank check companies, and this may increase our ability to complete a ~~company~~business ~~that~~combination iswith which you do not asagree. ~~profitable~~Our asshareholders wemay ~~suspected,~~pursue ifremedies atagainst ~~all~~us for any breach of our amended and restated memorandum and articles of association.

InOur ~~pursuing~~sponsor, ~~our~~executive ~~acquisition~~officers ~~strategy~~and directors have agreed, wepursuant ~~may~~to ~~seek~~agreements with us, that they will not propose any amendment to ~~effectuate~~our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination ~~with~~or ato ~~privately~~redeem ~~held~~100% ~~company.~~of ~~Very~~our ~~little~~ public ~~information~~shares ~~generally~~if ~~exists~~we ~~about~~do ~~private~~not ~~companies,~~complete ~~and~~our weinitial ~~could~~business becombination ~~required~~within 24 months from the closing of the public offering or (B) with respect to ~~make~~any other provision relating to the rights of holders of our ~~decision~~Class A onordinary ~~whether~~shares to(including ~~pursue~~extending athe ~~potential~~deadline for completing our initial business combination), 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 ~~basis~~Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of ~~limited~~the ~~information~~then-outstanding public shares. Our shareholders are not parties to, ~~which~~or ~~may~~third-party beneficiaries of, these agreements and, as a result, inwill not have the ability to pursue remedies against our sponsor, executive officers or directors for any breach of these agreements. As a ~~business~~result, ~~combination~~in ~~with~~the event of a ~~company~~breach, ~~that~~our isshareholders ~~not~~would asneed ~~profitable~~to aspursue wea ~~suspected~~shareholder derivative action, ifsubject atto ~~all~~applicable law.

We31 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.

OurTable amended and restated memorandum and articles of association will not provide a specified maximum redemption threshold, except 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 (so that we do not then become subject to the SEC’s “penny stock” rules). 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 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. Contents

InWe ~~order~~may be unable to ~~effectuate~~obtain anadditional financing to complete our initial business combination, ~~blank~~or ~~check~~to ~~companies~~fund ~~have, in~~ the ~~recent~~operations ~~past,~~and ~~amended~~growth ~~various provisions~~ of ~~their~~a ~~charters~~target ~~and~~business, ~~other~~which ~~governing~~could ~~instruments,~~compel ~~including~~us ~~their~~to ~~warrant~~restructure ~~agreements.~~or Weabandon ~~cannot~~a ~~assure~~particular ~~you~~business ~~that~~combination. If we ~~will~~have not ~~seek~~consummated toour ~~amend~~initial ~~our~~business ~~amended~~combination ~~and~~within ~~restated~~the ~~memorandum~~required ~~and~~time ~~articles~~period, ofour ~~association~~public orshareholders ~~governing~~may ~~instruments~~receive inonly aapproximately ~~manner~~$10.00 ~~that~~per ~~will~~public ~~make~~share, itor ~~easier~~less ~~for~~in uscertain tocircumstances, ~~complete~~on ~~our~~the ~~initial~~liquidation ~~business~~of ~~combination~~our ~~that~~Trust Account and our ~~shareholders~~warrants ~~may~~will ~~not~~expire ~~support~~worthless.

~~two-thirds~~Although we believe that the net proceeds of the public offering and the sale of the private placement units will be sufficient to allow us to complete our initial business combination, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of the public offering and the sale of the private placement units prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.

28Our sponsor controls 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.

~~Table~~Upon closing of ~~Contents~~the public offering, our sponsor owns, on an as-converted basis, 20% of our issued and outstanding ordinary shares. Accordingly, it 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 sponsor purchases any additional Class A ordinary shares in the aftermarket or in privately-negotiated transactions, this would increase its control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in the IPO prospectus. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board 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 term of 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 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 sponsor, because of its ownership position, will control the outcome, as only holders of our Class B ordinary shares will have the right to vote on the appointment of directors and to remove directors or to continue our company in a jurisdiction outside the Cayman Islands prior to our initial business combination. Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

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

~~two-thirds~~The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or 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 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.

~~provided~~32

two-thirdsTable of Contents

asCompliance obligations under the Sarbanes-~~converted~~Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.

~~pre~~Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Annual Report on Form 10-K for the year ended December 31, 2022. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we 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 acquisition.

~~per~~RISKS RELATING TO THE POST-~~share~~BUSINESS COMBINATION COMPANY

29Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

~~Table~~Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues with a particular target business, that it would be possible to uncover all material issues through a customary amount of ~~Contents~~due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

We may behave ~~unable~~a tolimited ~~obtain~~ability ~~additional financing~~ to ~~complete~~assess ~~our initial business combination or to fund~~ the ~~operations~~management ~~and growth~~ of a prospective target business and, ~~which~~as ~~could compel us to restructure or abandon~~ a ~~particular~~result, ~~business~~may ~~combination.~~effect ~~If we have not consummated~~ our initial business combination ~~within~~with ~~the~~a ~~required~~target ~~time~~business ~~period,~~whose ~~our~~management ~~public shareholders~~ may ~~receive~~not ~~only~~have ~~approximately~~the ~~$10.00 per public share~~skills, qualifications or ~~less~~abilities into ~~certain~~manage ~~circumstances,~~a onpublic ~~the liquidation of our Trust Account and our warrants will expire worthless~~company.

~~Although~~When weevaluating ~~believe that~~ the ~~net~~desirability ~~proceeds~~ of ~~the~~effecting ~~public offering and the sale of the private placement units will be sufficient to allow us to complete~~ our initial business combination, ~~because~~with wea ~~have not yet selected any~~ prospective target business ~~we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of the public offering and the sale of the private placement units prove to be insufficient~~, ~~either because of the size of~~ our ~~initial~~ability ~~business~~to ~~combination,~~assess the ~~depletion of the available net proceeds in search of a~~ target business,’s ~~the~~management ~~obligation~~may tobe ~~redeem~~limited ~~for~~due ~~cash~~to a ~~significant~~lack ~~number~~ of ~~shares~~time, ~~from~~resources ~~shareholders~~or ~~who~~information. ~~elect~~Our ~~redemption~~assessment inof ~~connection with our initial business combination or~~ the ~~terms~~capabilities of ~~negotiated~~the ~~transactions~~target ~~to purchase shares in connection with our initial~~ business’s ~~combination~~management, wetherefore, may beprove ~~required~~ to ~~seek~~be ~~additional~~incorrect ~~financing~~and ~~or to abandon the proposed business combination. We cannot assure you that~~ such ~~financing~~management ~~will be available on acceptable terms, if at all. The current economic environment~~ may ~~make~~lack ~~it difficult for companies to obtain acquisition financing. To~~ the ~~extent~~skills, ~~that~~qualifications ~~additional~~or ~~financing~~abilities ~~proves to be unavailable when needed to complete our initial business combination,~~ we ~~would~~suspected. beShould ~~compelled to either restructure~~ the ~~transaction or abandon that particular business combination and seek an alternative~~ target business’s ~~candidate.~~management ~~If we have~~ not ~~consummated~~possess ~~our initial business combination within~~ the ~~required time period~~skills, ~~our~~qualifications ~~public~~or ~~shareholders~~abilities ~~may~~necessary ~~receive~~to ~~only~~manage ~~approximately~~a ~~$10.00 per~~ public ~~share~~company, orthe ~~less~~operations inand ~~certain~~profitability ~~circumstances,~~of on the ~~liquidation~~post-combination ofbusiness ~~our~~may ~~Trust~~be ~~Account~~negatively ~~and our warrants will expire worthless~~impacted. ~~In addition~~Accordingly, ~~even~~any ifholders wewho dochoose ~~not need additional financing~~ to ~~complete~~retain ~~our~~their ~~initial~~securities ~~business~~following ~~combination, we may require such financing to fund~~ the ~~operations or growth of the target~~ business. ~~The~~combination ~~failure to secure additional financing~~ could ~~have~~suffer a ~~material~~reduction ~~adverse~~in ~~effect on~~ the ~~continued~~value ~~development or growth~~ of ~~the~~their ~~target business~~securities. ~~None~~Such ofholders ~~our~~are ~~officers,~~unlikely ~~directors or shareholders is required~~ to ~~provide~~have ~~any~~a ~~financing~~remedy tofor ussuch reduction in ~~connection with or after our initial business combination~~value.

~~Our~~The ~~sponsor~~officers ~~controls~~and adirectors ~~substantial~~of ~~interest~~an inacquisition uscandidate ~~and~~may ~~thus~~resign ~~may~~upon ~~exert~~completion aof ~~substantial~~our ~~influence~~initial onbusiness ~~actions~~combination. ~~requiring~~The loss of a ~~shareholder~~business ~~vote,~~combination ~~potentially~~target’s inkey apersonnel ~~manner~~could ~~that~~negatively ~~you~~impact dothe ~~not~~operations ~~support~~and profitability of our post-combination business.

~~as-converted~~The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

3033

~~Because~~Our wemanagement ~~must~~may ~~furnish~~not ~~our~~be ~~shareholders~~able ~~with~~to maintain control of a target business ~~financial~~after ~~statements,~~our weinitial ~~may~~business ~~lose~~combination. Upon the ~~ability~~loss toof ~~complete~~control anof ~~otherwise~~a ~~advantageous~~target ~~initial~~ business, ~~combination~~new ~~with~~management ~~some~~may ~~prospective~~not ~~target~~possess ~~businesses~~the skills, qualifications or abilities necessary to profitably operate such business.

~~The~~We ~~federal~~may ~~proxy~~structure ~~rules~~our ~~require~~initial business combination so that athe ~~proxy~~post-business ~~statement~~combination ~~with~~company ~~respect~~in towhich aour ~~vote~~public onshareholders aown ~~business~~shares ~~combination~~will ~~meeting~~own ~~certain~~less ~~financial~~than ~~significance~~100% ~~tests~~of ~~include~~the ~~historical~~equity ~~and/~~interests or ~~pro~~assets ~~forma~~of ~~financial~~a ~~statement~~target ~~disclosure~~business, inbut ~~periodic~~we ~~reports.~~will Weonly ~~will~~complete ~~include~~such business combination if the ~~same~~post-business ~~financial~~combination ~~statement~~company ~~disclosure~~owns inor ~~connection~~acquires ~~with~~50% ~~our~~or ~~tender~~more ~~offer~~of ~~documents,~~the ~~whether~~outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not ~~they~~to ~~are~~be required to register as an investment company under the ~~tender~~Investment ~~offer~~Company ~~rules~~Act. ~~These~~We ~~financial~~will ~~statements~~not ~~may~~consider beany ~~required~~transaction tothat bedoes ~~prepared~~not inmeet ~~accordance~~such ~~with,~~criteria. orEven beif ~~reconciled~~the ~~to,~~post-business ~~accounting~~combination ~~principles~~company ~~generally~~owns ~~accepted~~50% inor more of the ~~United~~voting ~~States~~securities of ~~America~~the target, orour ~~GAAP,~~shareholders orprior ~~international~~to ~~financial~~our ~~reporting~~initial ~~standards~~business ascombination ~~issued~~may bycollectively ~~the~~own ~~International~~a ~~Accounting~~minority ~~Standards~~interest ~~Board,~~in orthe ~~IFRS~~post-business combination company, depending on valuations ascribed to the ~~circumstances~~target and us in the ~~historical~~business ~~financial~~combination. ~~statements~~For ~~may~~example, bewe ~~required~~could topursue bea ~~audited~~transaction in ~~accordance~~which ~~with~~we ~~the~~issue ~~standards~~a substantial number of ~~the~~new ~~Public~~Class A ~~Company~~ordinary ~~Accounting~~shares ~~Oversight~~in ~~Board~~exchange ~~(United~~for ~~States)~~all of the outstanding capital stock, shares or ~~PCAOB~~other equity interests of a target. ~~These~~In ~~financial~~this ~~statement~~case, ~~requirements~~we ~~may~~would ~~limit~~acquire a 100% interest in the ~~pool~~target. However, as a result of ~~potential~~the ~~target~~issuance ~~businesses~~of wea ~~may~~substantial ~~acquire~~number ~~because~~of ~~some~~new ~~targets~~Class A ~~may~~ordinary beshares, ~~unable~~our toshareholders ~~provide~~immediately prior to such ~~statements~~transaction incould ~~time~~own ~~for~~less usthan toa ~~disclose~~majority of our outstanding Class A ordinary shares subsequent to such ~~statements~~transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in ~~accordance~~a ~~with~~single ~~federal~~person ~~proxy~~or ~~rules~~group ~~and~~obtaining ~~complete~~a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our ~~initial~~management ~~business~~will ~~combination~~not ~~within~~be ~~the~~able ~~prescribed~~to ~~time~~maintain ~~frame~~control of the target business.

~~Compliance~~We ~~obligations under the Sarbanes-Oxley Act~~ may ~~make~~seek itbusiness ~~more~~combination ~~difficult~~opportunities ~~for~~with usa tohigh ~~effectuate~~degree aof ~~business~~complexity ~~combination,~~that require ~~substantial~~significant ~~financial~~operational ~~and management resources~~improvements, ~~and~~which ~~increase~~could ~~the~~delay ~~time~~or ~~and~~prevent ~~costs~~us offrom ~~completing~~achieving anour ~~acquisition~~desired results.

~~10-K~~We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.

~~RISKS~~To ~~RELATING~~the TOextent ~~THE~~we ~~POST-BUSINESS~~complete ~~COMBINATION~~our ~~COMPANY~~initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization.

~~Subsequent~~RISKS toRELATING ~~our~~TO ~~completion~~OUR ofMANAGEMENT ~~our~~TEAM initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

~~write-off~~We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

~~non-cash~~We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

~~pre-existing~~34

WeTable 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. Contents

~~When~~We ~~evaluating~~may ~~the~~seek ~~desirability~~acquisition ofopportunities ~~effecting~~in ~~our~~industries ~~initial~~or ~~business~~sectors ~~combination~~which ~~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~~not to be ~~incorrect~~outside ~~and~~of ~~such~~our management ~~may lack the skills, qualifications or abilities we suspected. Should the target business~~’s ~~management~~area ~~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~~expertise. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

31If the proposed business combination is not consummated, we may consider a business combination outside of our management’s area of expertise if a business combination target is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination target, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in the public offering than a direct investment, if an opportunity were available, in a business combination target. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in the this annual report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

~~Table~~We ofare ~~Contents~~dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.

~~The~~Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. ofWe anbelieve ~~acquisition~~that ~~candidate~~our ~~may~~success ~~resign~~depends ~~upon~~on ~~completion~~the continued service of our officers and directors, at least until we have completed our initial business combination. ~~The~~In ~~loss~~addition, our executive officers and directors are not required to commit any specified amount of atime to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business ~~combination~~activities, ~~target’s~~including ~~key~~identifying ~~personnel~~potential ~~could~~business ~~negatively~~combinations ~~impact~~and monitoring the ~~operations~~related ~~and~~due ~~profitability~~diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our ~~post-combination~~directors ~~business~~or executive officers.

The ~~role~~unexpected loss of ~~an acquisition candidate’s key personnel upon~~ the ~~completion~~services of ~~our~~one ~~initial~~or ~~business~~more ~~combination cannot be ascertained at this time. Although we contemplate that certain members~~ of ~~an acquisition candidate’s management team will remain associated with the acquisition candidate following~~ our ~~initial~~directors ~~business~~or ~~combination,~~executive itofficers iscould ~~possible~~have ~~that~~a ~~members~~detrimental ofeffect ~~the~~on ~~management of an acquisition candidate will not wish to remain in place~~us.

Our ~~management~~ability ~~may~~to ~~not~~successfully beeffect ~~able~~our toinitial ~~maintain~~business ~~control~~combination ofand ato ~~target~~be ~~business~~successful ~~after~~thereafter ~~our~~will ~~initial~~be ~~business~~totally ~~combination.~~dependent ~~Upon~~upon the ~~loss~~efforts of ~~control~~our key personnel, some of awhom ~~target~~may join us following our initial business, ~~new~~combination. ~~management~~The ~~may~~loss ~~not~~of ~~possess~~key ~~the~~personnel ~~skills,~~could ~~qualifications~~negatively orimpact ~~abilities~~the ~~necessary~~operations toand ~~profitably~~profitability ~~operate~~of ~~such~~our post-combination business.

WeOur ~~may~~ability ~~structure~~to successfully effect our initial business combination sois ~~that~~dependent ~~the~~upon ~~post-business combination company in which our public shareholders own shares will own less than 100% of~~ the ~~equity~~efforts ~~interests or assets~~ of aour ~~target~~key ~~business,~~personnel. ~~but~~The werole ~~will only complete such business combination if the post-business combination company owns or acquires 50% or more~~ of ~~the~~our ~~outstanding~~key ~~voting~~personnel ~~securities of the target or otherwise acquires a controlling interest~~ in the target business, ~~sufficient~~however, ~~for~~cannot uspresently ~~not to~~ be ~~required to register as an investment company under the Investment Company Act~~ascertained. WeAlthough ~~will~~some ~~not~~of ~~consider~~our ~~any~~key ~~transaction~~personnel ~~that~~may ~~does~~remain ~~not~~with ~~meet such criteria. Even if~~ the ~~post-business combination company owns 50% or more of the voting securities of the~~ target, ~~our shareholders prior to our initial~~ business ~~combination may collectively own a minority interest~~ in ~~the~~senior ~~post-business combination company~~management, ~~depending~~director onor ~~valuations~~advisory ~~ascribed~~positions tofollowing ~~the~~our ~~target~~initial ~~and us in the~~ business combination~~. For example~~, weit ~~could~~is ~~pursue~~likely athat ~~transaction~~some inor ~~which we issue a substantial number of new Class A ordinary shares in exchange for~~ all of the ~~outstanding~~management ~~capital stock, shares or other equity interests~~ of athe target. Inbusiness ~~this~~will ~~case,~~remain ~~we would acquire a 100% interest~~ in ~~the target~~place. ~~However,~~While aswe aintend ~~result~~to ofclosely ~~the~~scrutinize ~~issuance~~any ofindividuals awe ~~substantial~~engage ~~number~~after ofour ~~new~~initial ~~Class A~~business ~~ordinary shares~~combination, ~~our~~we ~~shareholders~~cannot ~~immediately~~assure ~~prior~~you tothat ~~such~~our ~~transaction~~assessment ~~could own less than a majority~~ of ~~our~~these ~~outstanding~~individuals ~~Class A~~will ~~ordinary~~prove ~~shares subsequent~~ to ~~such~~be ~~transaction~~correct. InThese ~~addition,~~individuals ~~other minority shareholders~~ may ~~subsequently~~be ~~combine~~unfamiliar ~~their~~with ~~holdings~~the ~~resulting~~requirements inof aoperating ~~single person or group obtaining~~ a ~~larger~~company ~~share~~regulated ofby the ~~company’s shares than we initially acquired. Accordingly~~SEC, ~~this~~which ~~may~~could ~~make~~cause itus ~~more~~to ~~likely~~have ~~that~~to ~~our~~expend ~~management~~time ~~will~~and ~~not~~resources behelping ~~able~~them tobecome ~~maintain~~familiar ~~control~~with ofsuch ~~the target business~~requirements.

WeIn addition, the directors and officers of an acquisition candidate may ~~seek~~resign upon completion of our initial business combination. ~~opportunities~~The ~~with~~departure of a ~~high~~business ~~degree~~combination target’s key personnel could negatively impact the operations and profitability of ~~complexity~~our post-combination business. Although we contemplate that ~~require~~certain ~~significant~~members ~~operational~~of ~~improvements~~an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, ~~which~~it is possible that members of the management of an acquisition candidate will not wish to remain in place. The loss of key personnel could ~~delay~~negatively orimpact ~~prevent~~the usoperations ~~from~~and ~~achieving~~profitability of our ~~desired~~post-combination ~~results~~business.

We35 may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.

ToTable the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization. Contents

32Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such 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.

~~Table~~Our key personnel may be able to remain with our company after the completion of ~~Contents~~our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary duties under Cayman Islands law. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination. In addition, pursuant to an agreement to be entered into on or prior to the closing of the public offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.

~~RISKS~~Our ~~RELATING~~executive TOofficers ~~OUR~~and ~~MANAGEMENT~~directors ~~TEAM~~will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

WeOur executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have ~~sufficient~~any ~~funds~~full- time employees prior to ~~satisfy~~the ~~indemnification~~completion ~~claims~~of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive 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 executive officers’ and directors’ other business affairs, please see Item 10 – “Directors, Executive Officers and Corporate Governance-Conflicts of Interest.”

WeOur ~~have agreed to indemnify our~~ officers and directors topresently ~~the fullest extent permitted by law. However~~have, ~~our officers~~ and ~~directors have agreed to waive~~ any ~~right, title, interest or claim~~ of ~~any~~them ~~kind~~ in ~~or to any monies in~~ the ~~Trust~~future ~~Account~~may ~~and~~have, ~~to not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of public shares). Accordingly~~additional, ~~any~~fiduciary ~~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~~contractual ~~consummate~~obligations ~~an initial business combination. Our obligation~~ to ~~indemnify~~other our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directorsentities, ~~even~~including ~~though~~another ~~such~~blank ancheck ~~action~~company, ~~if successful~~and, ~~might otherwise benefit us and our shareholders. Furthermore~~accordingly, ~~a shareholder’s investment~~ may behave ~~adversely~~conflicts ~~affected to the extent we pay the costs~~ of ~~settlement~~interest ~~and~~in ~~damage~~determining ~~awards~~to ~~against~~which ~~our~~entity ~~officers~~a ~~and~~particular ~~directors~~business ~~pursuant~~opportunity toshould ~~these~~be ~~indemnification provisions~~presented.

WeFollowing ~~may~~the ~~seek~~completion ~~acquisition~~of ~~opportunities~~the public offering and until we consummate our initial business combination, we are engaged in ~~industries~~the business of identifying and combining with one or ~~sectors~~more ~~which~~businesses or entities. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be ~~outside~~resolved ofin our ~~management’s~~favor ~~area~~and ofa ~~expertise~~potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.

WeIn ~~will~~addition, ~~consider a business combination outside of~~ our ~~management’s~~sponsor, ~~area~~officers ofand ~~expertise~~directors ifmay ain ~~business~~the ~~combination~~future ~~target~~become isaffiliated ~~presented~~with toother usblank ~~and~~check wecompanies ~~determine~~ that ~~such~~may ~~candidate~~have ~~offers an attractive~~ acquisition ~~opportunity~~objectives ~~for~~that ~~our~~are ~~company.~~similar ~~Although our management will endeavor~~ to ~~evaluate~~ours. ~~the risks inherent in any particular business combination target~~Accordingly, wethey ~~cannot~~may ~~assure~~have ~~you~~conflicts ~~that we will adequately ascertain or assess all~~ of ~~the~~interest ~~significant risk factors. We also cannot assure you that an investment~~ in ~~our~~determining ~~units will not ultimately prove~~ to bewhich ~~less~~entity ~~favorable to investors in the public offering than~~ a ~~direct~~particular ~~investment,~~business ~~if an~~ opportunity ~~were~~should ~~available,~~be ~~in a business combination target~~presented. InThese ~~the~~conflicts ~~event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise~~ may not be ~~directly~~resolved ~~applicable to its evaluation or operation, and the information contained~~ in ~~the IPO prospectus regarding the areas of~~ our ~~management’s~~favor ~~expertise~~and ~~would~~a ~~not~~potential betarget ~~relevant to an understanding of the~~ business ~~that we elect to acquire. As a result, our management~~ may ~~not~~ be ~~able~~presented to ~~adequately~~such ~~ascertain~~other orblank ~~assess~~check ~~all~~companies ofprior ~~the~~to ~~significant~~its ~~risk~~presentation ~~factors.~~to ~~Accordingly~~us, ~~any~~subject ~~holders who choose~~ to ~~retain~~our ~~their~~officers’ ~~securities~~and ~~following~~directors’ ~~the~~fiduciary ~~business~~duties ~~combination~~under ~~could~~Cayman ~~suffer~~Islands ~~a reduction in the value of their securities~~law. ~~Such~~Our ~~holders are unlikely to have a remedy for such reduction in value.~~

We36 ~~are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.~~

key-manTable of Contents

~~The~~ amended ~~unexpected~~and ~~loss~~restated memorandum and articles of association provide that, to the ~~services~~fullest ofextent ~~one~~permitted by applicable law (i) no individual serving as a director or ~~more~~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 ~~our~~business ~~directors~~as us; and (ii) we renounce any interest or ~~executive~~expectancy ~~officers~~in, ~~could~~or ~~have~~in being offered an opportunity to participate in, any potential transaction or matter which may be a ~~detrimental~~corporate ~~effect~~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.

~~Our~~For ~~ability~~a tocomplete ~~successfully~~discussion ~~effect~~of our ~~initial~~executive ~~business~~officers’ ~~combination~~ and todirectors’ bebusiness ~~successful~~affiliations ~~thereafter~~and ~~will be totally dependent upon~~ the ~~efforts~~potential ofconflicts ~~our key personnel, some~~ of ~~whom~~interest ~~may~~that ~~join~~you usshould ~~following~~be ~~our~~aware ~~initial business combination. The loss~~ of, ~~key~~please ~~personnel~~see ~~could~~Item ~~negatively~~10 ~~impact~~– ~~the~~“Directors, ~~operations~~Executive Officers and ~~profitability~~Corporate ~~of our post~~Governance-~~combination~~Conflicts ~~business~~of Interest.”

Our ~~ability~~executive ~~to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business~~officers, ~~however~~directors, ~~cannot~~security ~~presently~~holders beand ~~ascertained.~~their ~~Although~~respective ~~some~~affiliates ~~of our key personnel~~ may ~~remain~~have ~~with~~competitive ~~the~~pecuniary ~~target~~interests ~~business in senior management, director or advisory positions following our initial business combination, it is likely~~ that ~~some~~conflict orwith ~~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~~interests. 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.

33We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

~~Table~~The personal and financial interests of ~~Contents~~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.

InRISKS ~~addition,~~RELATING ~~the~~TO ~~directors~~OUR ~~and~~SECURITIES officers of an acquisition candidate may resign upon completion of our initial business combination. The departure of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

~~Our~~If ~~key~~we ~~personnel~~have ~~may~~not ~~negotiate~~consummated ~~employment~~an orinitial ~~consulting agreements with a target~~ business ~~in connection with a particular business~~ combination, ~~and~~within a24 ~~particular~~months ~~business~~from ~~combination may be conditioned on~~ the ~~retention~~closing ~~or resignation~~ of ~~such~~the ~~key~~public ~~personnel.~~offering, ~~These agreements may provide for them to receive compensation following~~ our ~~initial~~public ~~business~~shareholders ~~combination and as a result,~~ may ~~cause~~be ~~them~~forced to ~~have~~wait ~~conflicts~~beyond ofsuch ~~interest~~24 inmonths ~~determining~~before ~~whether~~redemption afrom ~~particular~~our ~~business~~Trust ~~combination is the most advantageous~~Account.

~~Our~~If ~~key~~we ~~personnel~~have ~~may~~not beconsummated ~~able~~an toinitial ~~remain~~business ~~with~~combination ~~our~~within ~~company~~24 ~~after~~months from the ~~completion~~closing of ~~our~~the ~~initial~~public ~~business~~offering, ~~combination~~the ~~only~~proceeds ifthen ~~they~~on ~~are~~deposit ~~able~~in tothe ~~negotiate~~Trust ~~employment~~Account, orincluding ~~consulting~~interest ~~agreements~~earned inon ~~connection with~~ the ~~business~~funds ~~combination.~~held ~~Such~~in ~~negotiations~~the ~~would~~Trust ~~take~~Account ~~place~~and ~~simultaneously~~not ~~with~~previously ~~the~~released ~~negotiation~~to ofus ~~the~~to ~~business~~pay ~~combination~~our ~~and~~income ~~could~~taxes, ~~provide~~if ~~for~~any ~~such~~(less ~~individuals~~up to ~~receive~~$100,000 ~~compensation~~of ininterest ~~the~~to ~~form~~pay ofdissolution ~~cash~~expenses ~~payments~~ and~~/or~~ ~~our~~subject ~~securities~~to ~~for~~any ~~services~~withholding ~~they~~tax), ~~would~~will ~~render~~be used to usfund ~~after~~ the ~~completion~~redemption of ~~the~~our ~~business~~public ~~combination.~~shares, ~~Such~~as ~~negotiations~~further ~~also~~described ~~could~~herein. ~~make~~Any ~~such~~redemption ~~key~~of ~~personnel’s~~public ~~retention~~shareholders orfrom ~~resignation~~the aTrust ~~condition~~Account towill ~~any~~be ~~such~~effected ~~agreement.~~automatically ~~The~~by ~~personal~~function ~~and financial interests~~ of ~~such~~our ~~individuals~~amended ~~may~~and ~~influence~~restated ~~their~~memorandum ~~motivation in identifying~~ and ~~selecting~~articles aof ~~target~~association ~~business,~~prior ~~subject~~ to ~~his~~any orvoluntary ~~her~~winding ~~fiduciary~~up. ~~duties~~If ~~under~~we ~~Cayman~~are ~~Islands~~required ~~law.~~to ~~However~~wind up, weliquidate ~~believe~~ the ~~ability~~Trust ofAccount ~~such~~and ~~individuals~~distribute tosuch ~~remain~~amount ~~with~~therein, uspro ~~after~~rata, ~~the~~to ~~completion~~our ofpublic ~~our~~shareholders, ~~initial~~as ~~business~~part ~~combination~~of ~~will~~any ~~not~~liquidation beprocess, ~~the~~such ~~determining~~winding ~~factor~~up, inliquidation ~~our~~and ~~decision~~distribution asmust tocomply ~~whether~~with orthe ~~not~~applicable weprovisions ~~will~~of ~~proceed~~the ~~with~~Companies ~~any~~Act. ~~potential~~In ~~business~~that ~~combination.~~case, ~~There~~investors ismay nobe ~~certainty,~~forced ~~however,~~to ~~that~~wait ~~any~~beyond of24 ~~our~~months ~~key~~from ~~personnel~~the ~~will~~closing ~~remain~~of ~~with~~the uspublic ~~after~~offering before the ~~completion~~redemption proceeds of our ~~initial~~Trust ~~business~~Account ~~combination.~~become Weavailable ~~cannot~~to ~~assure~~them, ~~you~~and ~~that~~they ~~any~~receive ofthe ~~our~~return ~~key~~of ~~personnel~~their ~~will~~pro ~~remain~~rata inportion ~~senior~~of ~~management~~the orproceeds ~~advisory~~from ~~positions~~our ~~with~~Trust usAccount. ~~The~~We ~~determination~~have asno obligation to ~~whether~~return ~~any~~funds ofto ~~our~~investors ~~key~~prior ~~personnel~~to ~~will~~the ~~remain~~date ~~with~~of usour ~~will~~redemption beor ~~made~~liquidation atunless, ~~the~~prior ~~time~~thereto, ofwe consummate our initial business combination. Inor ~~addition,~~amend ~~pursuant~~certain toprovisions anof ~~agreement~~our toamended beand ~~entered~~restated ~~into~~memorandum onand orarticles ~~prior~~of toassociation, ~~the~~and ~~closing~~only ofthen ~~the~~in ~~public~~cases ~~offering,~~where ~~our~~investors ~~sponsor,~~have ~~upon~~sought ~~and~~to ~~following~~redeem ~~consummation~~their ofClass A anordinary ~~initial~~shares. ~~business~~Only ~~combination,~~upon our redemption or any liquidation will public shareholders be entitled to ~~nominate~~distributions ~~three~~if ~~individuals~~we ~~for~~do ~~appointment~~not tocomplete our ~~board~~initial ofbusiness ~~directors,~~combination asand ~~long~~do asnot ~~the~~amend ~~sponsor~~certain ~~holds~~provisions ~~any~~of ~~securities~~our ~~covered~~amended byand ~~the~~restated ~~registration~~memorandum and ~~shareholder~~articles ~~rights~~of ~~agreement~~association. Our amended and restated memorandum and articles

~~Our~~37 executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

OurTable executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full- time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive 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 executive officers’ and directors’ other business affairs, please see Item 10—“Directors, Executive Officers and Corporate Governance—Conflicts of Interest.” Contents

~~Our~~ of ~~officers~~association ~~and~~will ~~directors~~provide ~~presently have~~that, ~~and~~if ~~any~~we ofwind ~~them~~up infor ~~the~~any ~~future~~other ~~may~~reason ~~have,~~prior ~~additional,~~to ~~fiduciary~~the orconsummation ~~contractual~~of ~~obligations~~our toinitial ~~other~~business ~~entities~~combination, ~~including~~we ~~another~~will ~~blank~~follow ~~check~~the ~~company,~~foregoing ~~and,~~procedures ~~accordingly,~~with ~~may~~respect ~~have~~to ~~conflicts~~the liquidation of ~~interest~~the inTrust ~~determining~~Account toas ~~which~~promptly ~~entity~~as areasonably ~~particular~~possible but not more than ten business ~~opportunity~~days ~~should~~thereafter, besubject ~~presented~~to applicable Cayman Islands law.

34Holders of Class A ordinary shares will not be entitled to vote on any appointment or removal of directors and to continue our company in a jurisdiction outside the Cayman Islands prior to our initial business combination.

~~Table~~Prior to our initial business combination, only holders of ~~Contents~~our founder shares will have the right to vote on the appointment of directors and to continue our company in a jurisdiction outside the Cayman Islands. Holders of our public shares will not be entitled to vote on the appointment of directors or to continue our company in a jurisdiction outside the Cayman Islands during such time. In addition, prior to our initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, you will not have any say in the management of our company prior to the consummation of an initial business combination.

~~Following~~We ~~the~~are ~~completion~~not ofregistering the ~~public~~Class A ~~offering~~ordinary ~~and~~shares ~~until~~issuable weupon ~~consummate~~exercise ~~our~~of ~~initial~~the ~~business~~warrants ~~combination,~~under ~~we are engaged in~~ the ~~business~~Securities ofAct ~~identifying and combining with one~~ or ~~more~~any ~~businesses~~state orsecurities ~~entities.~~laws ~~Each~~at ofthis ~~our officers and directors presently has~~time, and ~~any~~such ofregistration ~~them in the future~~ may ~~have,~~not ~~additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will~~ be ~~required~~in toplace ~~present~~when aan ~~business~~investor ~~combination~~desires ~~opportunity~~ to ~~such~~exercise ~~entity~~warrants, ~~subject~~thus toprecluding ~~his~~such orinvestor ~~her~~from ~~fiduciary~~being ~~duties~~able ~~under~~to ~~Cayman~~exercise ~~Islands~~its ~~law.~~warrants ~~Accordingly,~~except ~~they~~on ~~may have conflicts of interest in determining to which entity~~ a ~~particular~~cashless ~~business~~basis ~~opportunity should be presented. These conflicts may not be resolved in our favor~~ and apotentially ~~potential~~causing ~~target~~such ~~business~~warrants ~~may be presented~~ to ~~another~~expire ~~entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law~~worthless.

InWe ~~addition~~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 20 business days after the closing of our ~~sponsor~~initial business combination, ~~officers~~we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, and ~~directors~~we ~~may~~will inuse our commercially reasonable efforts to cause the ~~future~~same to become ~~affiliated~~effective ~~with~~within ~~other~~60 ~~blank~~business ~~check~~days ~~companies~~after ~~that~~the ~~may~~closing ~~have~~of ~~acquisition~~our ~~objectives~~initial ~~that~~business ~~are~~combination ~~similar~~and to ~~ours~~maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. ~~Accordingly,~~We ~~they~~cannot ~~may~~assure ~~have~~you ~~conflicts~~that ofwe ~~interest~~will inbe ~~determining~~able to do so if, for example, any facts or events arise which ~~entity~~represent a ~~particular~~fundamental ~~business~~change ~~opportunity~~in ~~should~~the beinformation ~~presented~~set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. ~~These~~If ~~conflicts~~the ~~may~~shares issuable upon exercise of the warrants are not beregistered ~~resolved~~under the Securities Act in ~~our~~accordance ~~favor~~with ~~and~~the above requirements, we will be required to permit holders to exercise their warrants on a ~~potential~~cashless ~~target~~basis, ~~business~~in ~~may~~which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be ~~presented~~based on a formula subject to ~~such~~a ~~other~~maximum ~~blank~~amount ~~check~~of ~~companies~~shares ~~prior~~equal to ~~its~~0.361 ~~presentation~~Class A toordinary ~~us,~~shares per warrant (subject to ~~our~~adjustment). ~~officers’~~However, no warrant will be exercisable for cash or on a cashless basis, and ~~directors’~~we ~~fiduciary~~will ~~duties~~not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under ~~Cayman~~the ~~Islands~~securities ~~law~~laws of the state of the exercising holder, or an exemption from registration is available. ~~Our~~Notwithstanding ~~amended~~the ~~and~~above, ~~restated~~if ~~memorandum~~our ~~and~~Class A ~~articles~~ordinary shares are at the time of ~~association~~any ~~provide~~exercise of a warrant not listed on a national securities exchange such that, tothey satisfy the ~~fullest~~definition ~~extent~~of ~~permitted~~a by“covered ~~applicable~~security” ~~law~~under Section 18(ib) no(1) ~~individual~~of ~~serving~~the asSecurities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a ~~director~~“cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or anmaintain ~~officer~~in ~~shall~~effect ~~have~~a ~~any~~registration ~~duty~~statement, ~~except~~but ~~and~~we will use our commercially reasonable efforts to register or qualify the ~~extent~~shares ~~expressly~~under ~~assumed~~applicable byblue ~~contract,~~sky laws to ~~refrain~~the ~~from~~extent ~~engaging~~an ~~directly~~exemption oris ~~indirectly~~not inavailable. Exercising the ~~same~~warrants oron ~~similar~~a ~~business~~cashless ~~activities~~basis orcould ~~lines~~have the effect of ~~business~~reducing asthe ~~us;~~potential ~~and~~“upside” ~~(ii)~~of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. In no event will we ~~renounce~~be required to net cash settle any ~~interest~~warrant, or ~~expectancy~~issue ~~in,~~securities or other compensation in ~~being~~exchange ~~offered~~for anthe ~~opportunity~~warrants in the event that we are unable to ~~participate~~register ~~in,~~or ~~any~~qualify ~~potential~~the ~~transaction~~shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or ~~matter~~qualified ~~which~~or ~~may~~exempt befrom aregistration ~~corporate~~or ~~opportunity~~qualification, the holder of such warrant shall not be entitled to ~~participate~~exercise insuch warrant and such warrant may have no value and expire worthless. In such event, ~~any~~holders ~~potential~~who ~~transaction~~acquired ortheir ~~matter~~warrants ~~which~~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. There may be a ~~corporate~~circumstance ~~opportunity~~where an exemption from registration exists for ~~any~~holders ~~director~~of orour ~~officer,~~private onplacement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the ~~one~~public ~~hand,~~warrants ~~and~~included ~~us,~~as onpart of units sold in the ~~other~~public offering. In

~~For~~38 a complete discussion of our executive 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.”

OurTable executiveof officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. Contents

We such ~~have~~an ~~not~~instance, ~~adopted~~our asponsor ~~policy~~and ~~that~~its ~~expressly~~permitted ~~prohibits~~transferees (which may include our directors, and executive officers,) ~~security~~would ~~holders~~be orable ~~affiliates~~to ~~from~~exercise ~~having~~their awarrants ~~direct~~and orsell ~~indirect~~the ~~pecuniary~~ordinary orshares ~~financial~~underlying ~~interest~~their inwarrants ~~any~~while ~~investment~~holders ~~to be acquired or disposed~~ of byour uspublic orwarrants inwould ~~any~~not ~~transaction~~be able to ~~which~~exercise wetheir ~~are~~warrants aand ~~party~~sell orthe ~~have~~underlying anordinary ~~interest~~shares. InIf ~~fact,~~and wewhen ~~may~~the ~~enter~~warrants ~~into~~become aredeemable ~~business~~by ~~combination~~us, ~~with~~we amay ~~target~~exercise ~~business that is affiliated with~~ our ~~sponsor,~~redemption ~~our~~right ~~directors~~even orif ~~executive officers, although~~ we doare ~~not~~unable ~~intend~~ to doregister ~~so.~~or ~~Nor~~qualify dothe weunderlying ~~have~~Class A aordinary ~~policy~~shares ~~that~~for ~~expressly~~sale ~~prohibits~~under ~~any~~all ~~such~~applicable ~~persons~~state ~~from~~securities ~~engaging~~laws. ~~for~~As ~~their~~a ~~own~~result, ~~account~~we inmay ~~business~~redeem ~~activities of~~ the ~~types~~warrants ~~conducted~~as byset ~~us.~~forth ~~Accordingly,~~above ~~such~~even ~~persons~~if orthe ~~entities~~holders ~~may~~are ~~have~~otherwise aunable ~~conflict~~to ~~between~~exercise their ~~interests and ours~~warrants.

The ~~personal~~warrants ~~and financial interests of our directors and officers~~ may ~~influence~~become ~~their~~exercisable ~~motivation in timely identifying~~ and ~~selecting~~redeemable afor ~~target business and completing~~ a ~~business~~security ~~combination.~~other ~~Consequently,~~than ~~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,~~Class A ~~conditions~~ordinary ~~and timing of a particular business combination are appropriate and in our shareholders’ best interest. If this were the case~~shares, ~~it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law~~ and weyou orwill ~~our~~not ~~shareholders might~~ have aany ~~claim~~information ~~against~~regarding such ~~individuals~~other ~~for~~security ~~infringing~~at onthis ~~our shareholders’ rights~~time. ~~However, we might not ultimately be successful in any claim we may make against them for such reason.~~

35In certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within twenty business days of the closing of an initial business combination.

~~Table~~The grant of ~~Contents~~registration rights to our sponsor may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

~~RISKS~~Pursuant ~~RELATING~~to TOan ~~OUR~~agreement ~~SECURITIES~~that was entered into concurrently with the consummation of our IPO, our sponsor and its permitted transferees can demand that we register the resale of the Class A ordinary shares into which founder shares are convertible, the private placement units, the private placement shares and the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion of working capital loans and the Class A ordinary shares issuable upon conversion of such warrants. 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 securities that is expected when the securities owned by our sponsor or its permitted transferees are registered for resale.

IfWe wemay ~~have~~issue ~~not~~additional ~~consummated~~Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. ~~within~~We 24may ~~months~~also ~~from~~issue Class A ordinary shares upon the ~~closing~~conversion of the ~~public~~founder ~~offering,~~shares at a ratio greater than one-to-one at the time of our ~~public~~initial ~~shareholders~~business ~~may~~combination beas ~~forced~~a toresult ~~wait~~of ~~beyond~~the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such 24issuances ~~months~~would ~~before~~dilute ~~redemption~~the ~~from~~interest of our ~~Trust~~shareholders ~~Account~~and likely present other risks.

IfOur weamended ~~have~~and ~~not~~restated ~~consummated~~memorandum anand ~~initial~~articles ~~business~~of ~~combination~~association ~~within~~will 24authorize ~~months from~~ the ~~closing~~issuance of ~~the~~up ~~public~~to ~~offering~~200,000,000 ~~the~~Class A ~~proceeds~~ordinary ~~then~~shares, onpar ~~deposit~~value in$0.0001 ~~the~~per ~~Trust~~share, ~~Account~~20,000,000 ~~including~~Class B ~~interest~~ordinary ~~earned~~shares, onpar ~~the~~value ~~funds~~$0.0001 ~~held~~per inshare, ~~the Trust Account~~ and ~~not~~1,000,000 ~~previously~~preference ~~released to us to pay our income taxes~~shares, ifpar ~~any~~value ~~(less~~$0.0001 upper toshare. ~~$100,000~~As of ~~interest~~December 31, to2022, ~~pay~~there ~~dissolution~~were ~~expenses~~186,790,120 and ~~subject to any withholding tax)~~16,811,304 ~~will~~authorized bebut ~~used~~unissued toClass A ~~fund~~ordinary ~~the~~shares ~~redemption~~and ofClass B ~~our~~ordinary ~~public~~ shares, asrespectively, ~~further~~available ~~described~~for ~~herein.~~issuance ~~Any~~which ~~redemption~~amount ofdoes ~~public~~not ~~shareholders~~take ~~from~~into ~~the~~account ~~Trust~~shares ~~Account~~reserved ~~will~~for beissuance ~~effected~~upon ~~automatically~~exercise ~~by function~~ of ~~our~~outstanding ~~amended~~warrants ~~and~~or ~~restated~~shares ~~memorandum~~issuable ~~and~~upon ~~articles~~conversion of ~~association~~the ~~prior~~Class B toordinary ~~any~~shares, ~~voluntary~~if ~~winding up~~any. IfThe weClass B ~~are~~ordinary ~~required~~shares towill ~~wind~~automatically ~~up,~~convert ~~liquidate~~into ~~the~~Class A ~~Trust~~ordinary ~~Account~~shares ~~and~~(which ~~distribute~~ such ~~amount~~Class A ~~therein,~~ordinary ~~pro~~shares ~~rata,~~delivered toupon ~~our~~conversion ~~public~~will ~~shareholders,~~not ashave ~~part of~~ any ~~liquidation~~redemption ~~process,~~rights ~~such~~or ~~winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may~~ be ~~forced~~entitled to ~~wait~~liquidating ~~beyond~~distributions ~~24 months~~ from the ~~closing of the public offering before the redemption proceeds of our~~ Trust Account ~~become~~if ~~available~~we tofail ~~them, and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation~~ to ~~return~~consummate ~~funds~~an toinitial ~~investors~~business ~~prior~~combination) toat the ~~date~~time of our ~~redemption or liquidation unless, prior thereto, we consummate our~~ initial business combination or ~~amend~~earlier ~~certain~~at ~~provisions~~the option of ~~our~~the ~~amended~~holders ~~and~~thereof ~~restated~~as ~~memorandum~~described ~~and~~herein ~~articles of association,~~ 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 and do not amend certain provisions of our~~ amended and restated memorandum and articles of association. ~~Our~~As ~~amended and restated memorandum and articles~~ of ~~association will provide that~~December 31, ~~if we wind up for any other reason prior to the consummation of our initial business combination~~2022, wethere ~~will~~were ~~follow~~no ~~the~~preference ~~foregoing~~shares ~~procedures~~issued ~~with~~and ~~respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law~~outstanding.

~~Holders~~39 of Class A ordinary shares will not be entitled to vote on any appointment or removal of directors and to continue our company in a jurisdiction outside the Cayman Islands prior to our initial business combination.

PriorTable to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors and to continue our company in a jurisdiction outside the Cayman Islands. Holders of our public shares will not be entitled to vote on the appointment of directors or to continue our company in a jurisdiction outside the Cayman Islands during such time. In addition, prior to our initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, you will not have any say in the management of our company prior to the consummation of an initial business combination. Contents

We ~~are~~may ~~not~~issue ~~registering~~a ~~the~~substantial number of additional Class A ordinary shares ~~issuable~~or ~~upon~~preference ~~exercise~~shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares in connection with our redeeming the warrants ~~under~~as ~~the~~described in “Description of Securities-Warrants-Public ~~Act~~Shareholders’ orWarrants”. ~~any~~However, ~~state~~our ~~securities~~amended ~~laws~~and atrestated ~~this~~memorandum ~~time~~and articles of association will provide, ~~and~~among ~~such~~other ~~registration~~things, that prior to or in connection with our initial business combination, we may not beissue inadditional ~~place~~shares ~~when~~that anwould ~~investor~~entitle ~~desires~~the holders thereof to ~~exercise~~(i) receive ~~warrants,~~funds ~~thus~~from ~~precluding~~the ~~such~~Trust ~~investor~~Account ~~from~~or ~~being~~(ii) vote ~~able~~on toany ~~exercise~~initial ~~its~~business ~~warrants~~combination ~~except~~or on aany ~~cashless~~other ~~basis~~proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These provisions of our amended and ~~potentially~~restated ~~causing~~memorandum ~~such~~and ~~warrants~~articles toof ~~expire~~association, ~~worthless~~like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:

36• may significantly dilute the equity interest of investors in the public offering;

~~Table~~• may subordinate the rights of ~~Contents~~holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

We• ~~are~~could 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 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause ~~the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and~~ a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in ~~the~~control ~~information~~if ~~set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues~~ a ~~stop~~substantial order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class A ~~ordinary shares that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class~~ A ordinary shares per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are ~~at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act~~issued, wewhich may, ~~at our option~~affect, ~~require~~among ~~holders~~other ~~of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and~~things, inour ~~the~~ability ~~event we so elect, we will not be required~~ to ~~file or maintain in effect a registration statement, but we will~~ use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. In no event will we be required to net ~~cash~~operating ~~settle~~loss ~~any~~carry ~~warrant~~forwards, orif issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualificationany, ~~the holder of such warrant shall not be entitled to exercise such warrant~~ and ~~such~~could ~~warrant~~result 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.~~resignation ~~There~~or ~~may~~removal ~~be a circumstance where an exemption from registration exists for holders~~ of our ~~private~~present placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in the public offering. In such an instance, our sponsor and its permitted transferees (which may include our directors and executive officers) ~~would be able to exercise their warrants~~ and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants. directors;

~~The~~• ~~warrants~~ may ~~become~~have ~~exercisable~~the ~~and~~effect ~~redeemable~~of ~~for~~delaying or preventing a ~~security~~change ~~other~~of ~~than~~control ~~the~~of ~~Class A~~us ~~ordinary~~by ~~shares,~~diluting ~~and~~the ~~you~~share ~~will~~ownership ~~not~~or ~~have~~voting ~~any~~rights ~~information~~of ~~regarding~~a ~~such~~person ~~other~~seeking ~~security~~to atobtain ~~this~~control ~~time.~~of us;

In• ~~certain~~may ~~situations,~~adversely ~~including~~affect ifprevailing wemarket ~~are~~prices ~~not~~for ~~the surviving entity in~~ our ~~initial business combination~~units, ~~the warrants may become exercisable for a security other than the~~ Class A ordinary shares. Asand/or ~~a result, if the surviving company redeems your~~ warrants; for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within twenty business days of the closing of an initial business combination. and

~~The~~• ~~grant of registration rights to our sponsor~~ may ~~make~~not itresult ~~more~~in ~~difficult~~adjustment to ~~complete our initial business combination, and~~ the ~~future~~ exercise ~~of such rights may adversely affect the market~~ price of our ~~Class A ordinary shares~~warrants.

~~Pursuant~~We tomay anamend ~~agreement that was entered into concurrently with~~ the ~~consummation~~terms of ~~our~~the ~~IPO,~~warrants ~~our~~in ~~sponsor~~a ~~and~~manner ~~its permitted transferees can demand~~ that wemay ~~register~~be ~~the~~adverse ~~resale~~to holders of ~~the~~public ~~Class A~~warrants ~~ordinary~~with ~~shares into which founder shares are convertible,~~ the ~~private~~approval ~~placement~~by ~~units,~~ the ~~private~~holders ~~placement~~of ~~shares~~at ~~and~~least ~~the~~65% ~~private placement warrants and the Class A ordinary shares issuable upon exercise~~ of the ~~private~~then-outstanding ~~placement~~public warrants,. ~~and~~As ~~warrants~~a ~~that~~result, ~~may be issued upon conversion of working capital loans and~~ the ~~Class A~~exercise ~~ordinary~~price ~~shares issuable upon conversion~~ of ~~such~~your warrants. ~~The~~could ~~registration~~be ~~and~~increased, ~~availability of such a significant number of securities for trading in~~ the ~~public~~exercise ~~market~~period ~~may~~could ~~have~~be anshortened ~~adverse~~and ~~effect on~~ the ~~market~~number ~~price~~ of our Class A ordinary shares. Inpurchasable ~~addition,~~upon ~~the~~exercise ~~existence~~ of ~~the~~a ~~registration~~warrant ~~rights~~could ~~may~~be ~~make~~decreased, ~~our~~all ~~initial~~without ~~business~~your ~~combination more costly or difficult to conclude~~approval. 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 securities that is expected when the securities owned by our sponsor or its permitted transferees are registered for resale.

37Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in the IPO prospectus, or defective provision (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 65% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment and, solely

~~Table~~40 ~~of Contents~~

one-to-oneTable of Contents

~~Our~~ with ~~amended~~respect ~~and~~to ~~restated~~any ~~memorandum~~amendment ~~and~~to ~~articles~~the terms of ~~association~~the ~~will~~private ~~authorize~~placement ~~the~~warrants ~~issuance~~or ofany upprovision toof ~~200,000,000~~the ~~Class A~~warrant ~~ordinary~~agreement ~~shares,~~with ~~par~~respect ~~value~~to ~~$0.0001~~the ~~per~~private ~~share,~~placement 20warrants,~~000,000~~ ~~Class B~~65% ~~ordinary~~of ~~shares,~~the ~~par~~number ~~value~~of ~~$0.0001~~the ~~per~~then ~~share,~~outstanding ~~and~~private ~~1,000,000~~placement ~~preference~~warrants. ~~shares,~~Although ~~par~~our ~~value~~ability ~~$0.0001~~to ~~per~~amend ~~share.~~the ~~Immediately~~terms ~~after~~of the public ~~offering,~~warrants ~~there~~with ~~were~~the ~~186,790,120~~consent ~~and~~of ~~16,811,304~~at ~~authorized~~least ~~but~~65% ~~unissued~~of ~~Class A~~the ~~ordinary~~then-outstanding ~~shares~~public ~~and~~warrants ~~Class B~~is ~~ordinary shares~~unlimited, ~~respectively,~~examples ~~available~~of ~~for~~such ~~issuance~~amendments ~~which~~could ~~amount~~be ~~does~~amendments ~~not~~to, ~~take~~among ~~into~~other ~~account~~things, ~~shares~~increase ~~reserved~~the ~~for issuance upon~~ exercise price of ~~outstanding~~the warrants, orconvert ~~shares issuable upon conversion of~~ the ~~Class B~~warrants ~~ordinary~~into ~~shares~~cash, ifshorten ~~any.~~the ~~The~~exercise ~~Class B~~period ~~ordinary~~or ~~shares~~decrease ~~will~~the ~~automatically~~number ~~convert~~of ~~into~~ Class A ordinary shares ~~(which~~purchasable ~~such Class A ordinary shares delivered~~ upon ~~conversion~~exercise ~~will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if we fail to consummate an initial business combination) at the time~~ of ~~our~~a ~~initial business combination or earlier at the option of the holders thereof as described herein and in our amended and restated memorandum and articles of association~~warrant. ~~Immediately after the public offering, there were no preference shares issued and outstanding.~~

~~one-~~Our warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to~~-one~~ obtain a favorable judicial forum for disputes with our company.

•Our ~~may~~warrant ~~significantly~~agreement ~~dilute~~will ~~the~~provide ~~equity~~that, ~~interest~~subject to applicable law, (i) any action, proceeding or claim against us arising out of ~~investors~~or relating in any way to the ~~public~~warrant ~~offering~~agreement, ~~which~~including ~~dilution~~under ~~would~~the ~~increase~~Securities ifAct, ~~the~~will ~~anti-dilution~~be ~~provisions~~brought and enforced in the ~~Class~~courts Bof ~~ordinary~~the ~~shares~~State ~~resulted~~of inNew York or the ~~issuance~~United ofStates ~~Class~~District ACourt ~~ordinary~~for ~~shares~~the onSouthern aDistrict ~~greater~~of ~~than~~New ~~one-~~York, and (ii) that we irrevocably submit to~~-one~~ ~~basis~~such ~~upon~~jurisdiction, ~~conversion~~which ofjurisdiction shall be the ~~Class~~exclusive Bforum ~~ordinary~~for ~~shares;~~any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

•Notwithstanding ~~may~~the ~~subordinate~~foregoing, these provisions of the ~~rights~~warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of ~~holders~~the United States of ~~Class~~America Aare ~~ordinary~~the ~~shares~~sole ifand ~~preference~~exclusive ~~shares~~forum. ~~are~~Any ~~issued~~person ~~with~~or ~~rights~~entity ~~senior~~purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to ~~those~~have ~~afforded~~notice of and to have consented to the forum provisions in our ~~Class~~warrant Aagreement. ~~ordinary~~If ~~shares;~~any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

•This ~~could~~choice-of-forum ~~cause~~provision may limit a ~~change~~warrant inholder’s ~~control~~ability ifto bring a ~~substantial~~claim ~~number~~in ofa ~~Class~~judicial Aforum ~~ordinary~~that ~~shares~~it ~~are~~finds ~~issued~~favorable for disputes with our company, which may ~~affect,~~discourage ~~among~~such ~~other~~lawsuits. ~~things~~Alternatively, ~~our~~if ~~ability~~a court were to ~~use~~find this provision of our ~~net~~warrant ~~operating~~agreement ~~loss~~inapplicable ~~carry~~or ~~forwards~~unenforceable with respect to one or more of the specified types of actions or proceedings, ifwe ~~any~~may incur additional costs associated with resolving such matters in other jurisdictions, ~~and~~which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the ~~resignation~~time orand ~~removal~~resources of our ~~present~~management ~~officers~~ and board of directors;.

•We may ~~have~~redeem ~~the~~your ~~effect~~unexpired ofwarrants ~~delaying~~prior orto ~~preventing~~their aexercise ~~change~~at ofa ~~control~~time ofthat usis bydisadvantageous ~~diluting~~to ~~the~~you, ~~share~~thereby ~~ownership~~making oryour ~~voting~~warrants ~~rights~~worthless. ~~of a person seeking to obtain control of us;~~

•We ~~may~~have ~~adversely~~the ~~affect~~ability ~~prevailing~~to ~~market~~redeem ~~prices~~the ~~for~~outstanding ~~our~~public ~~units~~warrants at any time after they become exercisable and prior to their expiration, ~~Class~~at a price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and/ the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants; as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.

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

WeTable may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval. Contents

38In addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that the closing price of our Class A ordinary shares equals or exceeds $10.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

~~Table~~None of ~~Contents~~the private placement warrants will be redeemable by us as (except as set forth under “Description of Securities-Warrants-Public Shareholders’ Warrants-Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by our sponsor or its permitted transferees.

Our warrants ~~will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants~~ may behave ~~amended~~an ~~without~~adverse ~~the~~effect ~~consent~~on ~~of any holder for~~ the ~~purpose~~market ofprice ~~(i) curing any ambiguity or correct any mistake, including to conform the provisions~~ of ~~the~~our ~~warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, or defective provision (ii)~~Class ~~amending~~A ~~the provisions relating to cash dividends on~~ ordinary shares ~~as contemplated by~~ and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 65% of the then-outstanding public warrants is required to make ~~any~~it ~~change~~more ~~that~~difficult ~~adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse~~ to aeffectuate holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 65% of the number of the then outstanding private placement warrants. Although our ~~ability~~initial tobusiness amend the terms of the public warrants with the consent of at least 65% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrantcombination.

~~Our~~We ~~warrant~~issued ~~agreement~~warrants ~~will~~to ~~designate~~purchase ~~the~~4,403,294 ~~courts~~of our Class A ordinary shares as part of the ~~State~~units ofoffered ~~New~~in ~~York~~our orIPO. Simultaneously with the ~~United~~closing ~~States~~of ~~District~~the ~~Court~~public ~~for~~offering, ~~the~~we ~~Southern~~issued ~~District~~private placement units that will have underlying warrants to purchase an aggregate of ~~New~~151,699 ~~York~~Class A asordinary ~~the~~shares ~~sole~~at ~~and~~$11.50 ~~exclusive~~per ~~forum~~share. ~~for~~In ~~certain~~addition, ~~types~~if the sponsor, its affiliates or a member of ~~actions~~our ~~and~~management ~~proceedings~~team ~~that~~makes any working capital loans, it may beconvert ~~initiated~~up byto ~~holders~~$1,500,000 of ~~our~~such ~~warrants~~loans into up to an additional 1,000,000 ~~which~~private ~~could~~placement ~~limit~~warrants, at the ~~ability~~price of $1.50 per warrant. ~~holders~~We tomay ~~obtain~~also aissue ~~favorable~~Class A ~~judicial~~ordinary ~~forum~~shares ~~for~~in ~~disputes~~connection with our ~~company~~redemption of our warrants.

~~Our~~To ~~warrant~~the ~~agreement~~extent ~~will~~we ~~provide~~issue ~~that,~~ordinary ~~subject~~shares tofor ~~applicable law, (i)~~ any ~~action~~reason, ~~proceeding~~including orto ~~claim~~effectuate ~~against~~a usbusiness ~~arising~~combination, ~~out~~the ofpotential orfor ~~relating~~the inissuance ~~any~~of ~~way~~a tosubstantial ~~the~~number ~~warrant~~of ~~agreement,~~additional ~~including~~Class A ~~under~~ordinary ~~the~~shares ~~Securities~~upon ~~Act,~~exercise ~~will~~of bethese ~~brought~~warrants ~~and~~could ~~enforced~~make inus ~~the~~a ~~courts~~less ofattractive ~~the~~acquisition ~~State~~vehicle ofto ~~New~~a ~~York~~target orbusiness. ~~the~~Such ~~United~~warrants, ~~States~~when ~~District~~exercised, ~~Court~~will ~~for~~increase the ~~Southern~~number ~~District~~ of ~~New~~issued ~~York,~~ and ~~(ii)~~outstanding Class ~~that~~A weordinary ~~irrevocably~~shares ~~submit~~and toreduce ~~such~~the ~~jurisdiction,~~value ~~which~~of ~~jurisdiction~~the ~~shall~~Class A beordinary ~~the~~shares ~~exclusive~~issued ~~forum~~to ~~for~~complete ~~any~~the ~~such~~business ~~action~~transaction. Therefore, ~~proceeding~~our orwarrants ~~claim.~~may Wemake ~~will~~it ~~waive~~more ~~any~~difficult ~~objection~~ to ~~such~~effectuate ~~exclusive~~a ~~jurisdiction~~business ~~and~~transaction ~~that~~or ~~such~~increase ~~courts~~the ~~represent~~cost anof ~~inconvenient~~acquiring ~~forum~~the target business.

~~Notwithstanding~~Because ~~the~~each ~~foregoing,~~unit ~~these~~contains ~~provisions~~one-third of ~~the~~one redeemable warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and ~~exclusive~~only ~~forum.~~a ~~Any~~whole ~~person~~warrant ormay ~~entity purchasing or otherwise acquiring any interest in any of our warrants shall~~ be ~~deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action~~exercised, the ~~subject~~units ~~matter~~may ofbe ~~which~~worth isless ~~within~~than ~~the~~units ~~scope the forum provisions~~ of ~~the warrant agreement, is filed in a court~~ other ~~than~~blank acheck court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holdercompanies.

~~choice~~Each unit contains one-third of one redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one whole warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-~~forum~~third of the number of shares compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if a unit included a warrant to purchase one whole share.

WeA ~~may~~provision ~~redeem~~of ~~your~~our ~~unexpired~~warrant ~~warrants~~agreement ~~prior~~may tomake ~~their~~it ~~exercise~~more atdifficult afor ~~time~~us ~~that is disadvantageous~~ to ~~you,~~consummate ~~thereby~~an ~~making~~initial ~~your~~business ~~warrants worthless~~combination.

~~provided~~Unlike most blank check companies, if (i) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the

~~sub-divisions,~~42

trading-dayTable of Contents

~~provided~~ Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Description of Securities-Warrants-Public Shareholders’ Warrants-Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Description of Securities-Warrants-Public Shareholders’ Warrants- Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

39Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

~~Table~~Our amended and restated memorandum and articles of ~~Contents~~association will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions will include a staggered board of directors, the ability of the board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the completion of our initial business combination only holders of our Class B ordinary shares, which have been issued to our sponsor, are entitled to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

~~provided~~Since only holders of our founder shares have the right to vote on the appointment of directors, the Nasdaq may consider us to be a “controlled company” within the meaning of the Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.

~~trading-day~~Only holders of our founder shares have the right to vote on the appointment of directors. As a result, the Nasdaq may consider us to be a “controlled company” within the meaning of the Nasdaq corporate governance standards. Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

~~provided~~• we have a board that includes a majority of “independent directors,” as defined under the rules of the Nasdaq;

~~None~~• ofwe ~~the~~have ~~private~~a ~~placement~~compensation ~~warrants~~committee ~~will~~of beour ~~redeemable~~board bythat usis ascomprised ~~(except~~entirely ~~as set forth under “Description~~ of ~~Securities—Warrants—Public~~independent ~~Shareholders’~~directors ~~Warrants—Redemption~~with ofa ~~warrants~~written ~~when~~charter addressing the ~~price~~committee’s ~~per~~purpose ~~Class A~~and ~~ordinary~~responsibilities; ~~share equals or exceeds $10.00”) so long as they are held by our sponsor or its permitted transferees.~~ and

~~Our~~• ~~warrants~~we ~~may~~ have ana ~~adverse~~nominating ~~effect~~and oncorporate ~~the~~governance ~~market~~committee ~~price~~ of our ~~Class A~~board ~~ordinary~~that ~~shares~~is ~~and~~comprised ~~make~~entirely itof ~~more~~independent ~~difficult~~directors towith ~~effectuate~~a ~~our~~written ~~initial~~charter ~~business~~addressing ~~combination.~~the committee’s purpose and responsibilities.

We ~~issued~~do ~~warrants~~not intend to ~~purchase~~utilize ~~4,403,294~~these ofexemptions ~~our~~and ~~Class A~~intend ~~ordinary~~to ~~shares~~comply aswith ~~part of~~ the ~~units~~corporate ~~offered~~governance inrequirements ~~our IPO. Simultaneously with the closing~~ of the ~~public~~Nasdaq ~~offering,~~subject ~~we issued private placement units that will have underlying warrants~~ to ~~purchase~~applicable anphase-in ~~aggregate~~rules. ~~of 151~~However,~~699~~ ~~Class A~~if ~~ordinary~~we ~~shares~~determine atin ~~$11.50 per share. In addition, if~~ the ~~sponsor,~~future ~~its~~to ~~affiliates~~utilize some or aall ~~member~~ of ~~our~~these ~~management~~exemptions, ~~team~~you ~~makes~~will ~~any~~not ~~working~~have ~~capital~~the ~~loans,~~same itprotections ~~may~~afforded ~~convert up~~ to ~~$1,500,000~~shareholders of ~~such~~companies ~~loans~~that ~~into~~are upsubject to anall ~~additional~~of ~~1,000,000 private placement warrants, at~~ the ~~price~~Nasdaq ofcorporate ~~$1.50~~governance ~~per warrant~~requirements. ~~We may also issue Class A ordinary shares in connection with our redemption of our warrants.~~

To43 the extent we issue ordinary shares for any reason, including to effectuate a business combination, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

one-thirdTable of Contents

~~one-third~~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 tendering its shares, such shares may not be redeemed.

~~one~~We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, 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 redeem or tender public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. See Item 1 – “Business-~~third~~Effecting Our Initial Business Combination-Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”

AYou ~~provision~~will ofnot ~~our~~have ~~warrant~~any ~~agreement~~rights ~~may~~or ~~make~~interests itin ~~more~~funds ~~difficult~~from ~~for~~the usTrust Account, except under certain limited circumstances. Therefore, to ~~consummate~~liquidate anyour ~~initial~~investment, ~~business~~you ~~combination~~may be forced to sell your public shares or warrants, potentially at a loss.

~~Unlike~~Our ~~most~~public ~~blank~~shareholders ~~check~~will ~~companies,~~be ifentitled to receive funds from the Trust Account only upon the earliest to occur of: (i) weour ~~issue~~completion ~~additional~~of an initial business combination, and then only in connection with those Class A ordinary shares orthat ~~equity-linked~~such ~~securities~~shareholder ~~for~~properly ~~capital~~elected ~~raising~~to ~~purposes~~redeem, insubject ~~connection~~to ~~with~~the limitations described herein, (ii) the ~~closing~~redemption of ~~our~~any ~~initial~~public ~~business~~shares ~~combination~~properly attendered in connection with a ~~Newly~~shareholder ~~Issued~~vote ~~Price~~to ofamend ~~less~~our ~~than~~amended ~~$9.20~~and ~~per~~restated ~~ordinary~~memorandum ~~share,~~and articles of association (iiA) ~~the~~to ~~aggregate~~modify ~~gross~~the ~~proceeds~~substance ~~from~~or ~~such~~timing ~~issuances~~of ~~represent~~our ~~more~~obligation ~~than~~to ~~60%~~provide holders of ~~the~~our ~~total~~Class A ~~equity~~ordinary ~~proceeds,~~shares ~~and~~the ~~interest~~right ~~thereon,~~to ~~available~~have ~~for~~their ~~the~~shares ~~funding~~redeemed ofin connection with our initial business combination onor ~~the~~to ~~date~~redeem 100% of ~~the~~our ~~consummation~~public ofshares if we do not complete our initial business combination ~~(net~~within of24 ~~redemptions),~~months ~~and~~from ~~(iii)~~ the ~~Market~~closing ~~Value~~of isthe ~~below~~public ~~$9.20~~offering ~~per~~or ~~share,~~(B) with ~~then~~respect ~~the~~to ~~exercise~~any ~~price~~other ofprovision ~~the~~relating ~~warrants~~to ~~will~~the berights ~~adjusted~~of toholders beof ~~equal~~our toClass A ~~115%~~ordinary ofshares ~~the~~(including ~~higher~~extending of the ~~Market~~deadline ~~Value~~for ~~and~~completing ~~the~~our ~~Newly~~initial ~~Issued~~business ~~Price~~combination), and (iii) the ~~$18.00~~redemption ~~per~~of ~~share~~our ~~redemption~~public ~~trigger~~shares ~~prices~~if ~~described~~we ~~below~~have ~~under~~not ~~“Description~~consummated ofan ~~Securities—Warrants—Public~~initial ~~Shareholders’~~business ~~Warrants—Redemption~~within of24 ~~warrants~~months ~~when~~from the ~~price~~closing ~~per~~of ~~Class A~~the ~~ordinary~~public ~~share~~offering, ~~equals~~subject orto ~~exceeds~~applicable ~~$18.00”~~law and ~~“Redemption~~as offurther ~~warrants~~described ~~when~~herein. ~~the~~Public ~~price~~shareholders ~~per~~who redeem their Class A ordinary ~~share~~shares ~~equals~~in orconnection ~~exceeds~~with ~~$10.00”~~a ~~will~~shareholder bevote ~~adjusted~~described in clause (toii) in the ~~nearest~~preceding ~~cent)~~sentence toshall not be ~~equal~~entitled to ~~180%~~funds offrom the ~~higher~~Trust ofAccount upon the ~~Market~~subsequent ~~Value~~completion ~~and~~of ~~the~~an ~~Newly~~initial ~~Issued~~business ~~Price,~~combination ~~and~~or ~~the~~liquidation ~~$10.00~~if ~~per~~we ~~share~~have ~~redemption~~not ~~trigger~~consummated ~~price~~an ~~described~~initial ~~below~~business ~~under~~combination ~~“Description~~within of24 ~~Securities—Warrants—Public~~months ~~Shareholders’~~from ~~Warrants—~~the ~~Redemption~~closing of ~~warrants~~the ~~when~~public ~~the~~offering, ~~price~~with ~~per~~respect to such Class A ordinary ~~share~~shares ~~equals~~so orredeemed. ~~exceeds~~In ~~$10.00”~~no other circumstances will bea ~~adjusted~~public ~~(to~~shareholder ~~the~~have ~~nearest~~any ~~cent)~~right toor beinterest ~~equal~~of toany kind in the ~~higher~~Trust Account. Holders of warrants will not have any right to the ~~Market~~proceeds ~~Value~~held ~~and~~in the ~~Newly~~Trust ~~Issued~~Account ~~Price~~with respect to the warrants. ~~This~~Accordingly, ~~may~~to ~~make~~liquidate ityour ~~more~~investment, ~~difficult~~you ~~for~~may usbe forced to ~~consummate~~sell anyour ~~initial~~public ~~business~~shares ~~combination~~or ~~with~~warrants, apotentially ~~target~~at ~~business~~a loss.

40Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

~~Table~~We have been approved to have our units listed on Nasdaq on or promptly after the date of ~~Contents~~the IPO prospectus and our Class A common stock and warrants on or promptly after their date of separation. We cannot guarantee that our securities will be approved for listing on Nasdaq. Although after giving effect to the public offering 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 public offering, we must maintain a minimum amount in stockholder’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 stockholder’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.

~~Provisions~~44 in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

OurTable amended and restated memorandum and articles of association will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions will include a staggered board of directors, the ability of the board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the completion of our initial business combination only holders of our Class B ordinary shares, which have been issued to our sponsor, are entitled to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. Contents

~~Since~~If ~~only~~the ~~holders~~Nasdaq delists any of our ~~founder~~securities ~~shares~~from ~~have~~trading ~~the~~on ~~right~~its toexchange ~~vote~~and onwe ~~the~~are ~~appointment~~not ofable ~~directors,~~to ~~the~~list ~~Nasdaq~~our ~~may~~securities ~~consider~~on usanother tonational besecurities aexchange, ~~“controlled~~we ~~company”~~expect ~~within~~such ~~the~~securities ~~meaning~~could ofbe quoted on an over-the-counter ~~Nasdaq~~market. ~~rules~~If ~~and,~~this aswere ato ~~result~~occur, we ~~may~~could ~~qualify~~face ~~for~~significant ~~exemptions~~material ~~from~~adverse ~~certain~~consequences, ~~corporate~~including: ~~governance requirements.~~

~~Only~~• ~~holders of our founder shares have the right to vote on the appointment of directors. As~~ a ~~result,~~limited ~~the~~availability ~~Nasdaq may consider us to be a “controlled company” within the meaning~~ of ~~the~~market ~~Nasdaq~~quotations ~~corporate~~for ~~governance~~our standards. Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that: securities;

• wereduced ~~have~~liquidity afor ~~board~~our ~~that includes a majority of “independent directors,” as defined under the rules of the Nasdaq~~securities;

• wea ~~have~~determination that our Class A ordinary shares are a ~~compensation~~“penny ~~committee~~stock” ofwhich will require brokers trading in our ~~board~~Class ~~that~~A isordinary ~~comprised~~shares ~~entirely~~to ofadhere ~~independent~~to ~~directors~~more ~~with~~stringent rules and possibly result in a ~~written~~reduced ~~charter~~level ~~addressing~~of trading activity in the ~~committee’s~~secondary ~~purpose~~trading ~~and~~market ~~responsibilities;~~for ~~and~~our securities;

• ~~we have~~ a ~~nominating~~limited ~~and~~amount ~~corporate governance committee~~ of ~~our~~news ~~board~~and ~~that~~analyst iscoverage; ~~comprised entirely of independent directors with a written charter addressing the committee’s purpose~~ and ~~responsibilities.~~

~~phase-~~• a decreased ability to issue additional securities or obtain additional financing in the future.

IfThe National Securities Markets Improvement Act of 1996, which is a ~~shareholder~~federal ~~fails~~statute, toprevents ~~receive~~or ~~notice~~preempts the states from regulating the sale of ~~our~~certain ~~offer~~securities, which are referred to ~~redeem~~as “covered securities.” Because we expect that our ~~public~~units and eventually our Class A ordinary shares inand ~~connection~~warrants ~~with~~will be listed on the Nasdaq our ~~initial~~units, ~~business~~Class A ~~combination~~ordinary shares and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered 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 ~~fails~~bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to ~~comply~~prohibit ~~with~~or restrict the ~~procedures~~sale ~~for~~of ~~tendering~~securities ~~its~~issued ~~shares~~by blank check companies, ~~such~~other ~~shares~~than ~~may~~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 the Nasdaq our securities would not qualify as covered securities under the statute and we would be ~~redeemed~~subject to regulation in each state in which we offer our securities.

41If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

~~Table~~If we seek shareholder approval of ~~Contents~~our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the public offering, which we refer to as the “Excess Shares,” without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

We45 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 solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, 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 redeem or tender public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. See Item 1—“Business—Effecting Our Initial Business Combination—Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”

YouTable willof 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. Contents

~~Our~~GENERAL ~~public~~RISK ~~shareholders~~FACTORS 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 described herein, (ii) the redemption of any public shares properly tendered 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 provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares (including extending the deadline for completing our initial business combination), and (iii) the redemption of our public shares if we have not consummated an initial business within 24 months from the closing of the public offering, subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of the public offering, with respect to such Class A ordinary shares so redeemed. 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.

~~Nasdaq~~We ~~may~~are ~~delist~~a ~~our~~recently ~~securities~~incorporated ~~from~~company ~~trading~~with onno ~~its~~operating ~~exchange,~~history ~~which~~and ~~could~~no ~~limit~~revenues, ~~investors’~~and ~~ability~~you tohave ~~make~~no ~~transactions~~basis inon ~~our~~which ~~securities~~to ~~and~~evaluate ~~subject~~our usability to ~~additional~~achieve ~~trading~~our ~~restrictions~~business objective.

We ~~have~~are ~~been~~an ~~approved~~incorporated toexempted ~~have~~company, ~~our~~incorporated ~~units~~under ~~listed on Nasdaq on or promptly after~~ the ~~date~~laws of the ~~IPO~~Cayman ~~prospectus~~Islands ~~and~~with ~~our~~no ~~Class A~~operating ~~common~~results, ~~stock~~ and ~~warrants~~we ~~on or promptly after their date of separation. We cannot guarantee that our securities~~ will benot ~~approved~~commence ~~for~~operations ~~listing~~until onobtaining ~~Nasdaq.~~funding ~~Although~~through ~~after giving effect to~~ the public offering. Because we ~~expect~~lack toan ~~meet,~~operating ~~on a pro forma basis~~history, ~~the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure~~ you ~~that~~have ~~our~~no ~~securities~~basis ~~will~~upon ~~be,~~which ~~or will continue~~ to ~~be,~~evaluate ~~listed on Nasdaq in the future or prior to~~ our ~~initial~~ability ~~business combination. In order~~ to ~~continue~~achieve ~~listing~~ our ~~securities~~business onobjective ~~Nasdaq~~of ~~prior~~completing to our initial business combination~~, we must maintain certain financial, distribution and share price levels~~. ~~Generally,~~We ~~following~~have ~~our~~no ~~public offering~~plans, wearrangements ~~must~~or ~~maintain~~understandings awith ~~minimum~~any ~~amount~~prospective intarget ~~stockholder’s~~business ~~equity~~concerning ~~(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, weand ~~will~~may be ~~required~~unable to ~~demonstrate~~complete ~~compliance~~our ~~with Nasdaq’s~~ initial ~~listing~~business ~~requirements,~~combination. ~~which~~If ~~are~~we ~~more~~fail ~~rigorous than Nasdaq’s continued listing requirements, in order~~ to ~~continue~~complete ~~to maintain the listing of~~ our ~~securities~~initial onbusiness ~~Nasdaq. For instance~~combination, ~~our share price would generally be required to be at least $4.00 per share and our stockholder’s equity would generally be required to be at least $5.0 million. We cannot assure you that~~ we will benever ~~able~~generate toany ~~meet~~operating ~~those initial listing requirements at that time~~revenues.

~~over-the-counter~~Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.

42Information regarding performance is presented for informational purposes only. Any past experience or performance of our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. Our management has no experience in operating special purpose acquisition companies.

~~Table~~We are an emerging growth company and a smaller reporting company within the meaning of ~~Contents~~the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

•We aare an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited ~~availability~~to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market ~~quotations~~value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities; and the trading prices of our securities may be more volatile.

•Further, ~~reduced~~Section 102(b)(1) ~~liquidity~~of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our ~~securities;~~financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

•Additionally, we are a ~~determination~~“smaller ~~that~~reporting ~~our~~company” ~~Class~~as Adefined ~~ordinary~~in ~~shares~~Item ~~are~~10(f)(1) aof ~~“penny~~Regulation ~~stock”~~S-K. ~~which~~Smaller ~~will~~reporting ~~require~~companies ~~brokers~~may ~~trading~~take inadvantage ~~our~~of ~~Class~~certain Areduced ~~ordinary~~disclosure ~~shares~~obligations, toincluding, ~~adhere~~among toother ~~more~~things, ~~stringent~~providing ~~rules~~only ~~and~~two ~~possibly~~years ~~result~~of inaudited financial statements. We will remain a ~~reduced~~smaller ~~level~~reporting company until the last day of ~~trading~~any ~~activity~~fiscal inyear ~~the~~so ~~secondary~~long ~~trading~~as either (1) the market ~~for~~value of our ~~securities;~~ordinary shares held by non-affiliates did not equal or exceed $250 million as of the prior June 30, or (2) our annual revenues did not equal or exceed $100

•46 ~~a limited amount of news and analyst coverage; and~~

•Table aof decreased ability to issue additional securities or obtain additional financing in the future.Contents

~~The~~ million ~~National~~during ~~Securities~~such ~~Markets~~completed ~~Improvement~~fiscal ~~Act~~year ofand ~~1996, which is a federal statute, prevents or preempts~~ the ~~states~~market ~~from~~value ~~regulating the sale~~ of ~~certain securities, which are referred to as “covered securities.” Because we expect that~~ our ~~units and eventually our Class A~~ ordinary shares ~~and~~held ~~warrants~~by ~~will~~non-affiliates bedid ~~listed~~not onequal ~~the~~or ~~Nasdaq~~exceed ~~our units, Class~~$700 Amillion ~~ordinary shares and warrants will qualify~~ as ~~covered securities under the statute. Although the states are preempted from regulating the sale~~ of ~~covered securities,~~ the ~~federal~~prior ~~statute~~June ~~does~~30. ~~allow~~To the ~~states~~extent towe ~~investigate~~take ~~companies~~advantage ~~if there is a suspicion~~ of ~~fraud,~~such ~~and,~~reduced ifdisclosure ~~there is a finding of fraudulent activity~~obligations, ~~then~~it ~~the~~may ~~states~~also ~~can~~make ~~regulate~~comparison ~~or bar the sale~~ of ~~covered~~our ~~securities~~financial instatements awith ~~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~~public ~~the State of Idaho, certain state securities regulators view blank check~~ companies ~~unfavorably~~difficult ~~and might use these powers,~~ or ~~threaten to use these powers, to hinder the sale of securities of blank check companies in their states~~impossible. Further, if we were no longer listed on the 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.

IfBecause we ~~seek~~are ~~shareholder~~incorporated ~~approval~~under ofthe ~~our~~laws ~~initial~~of ~~business combination and we do not conduct redemptions pursuant to~~ the ~~tender~~Cayman ~~offer rules~~Islands, ~~and if~~ you ormay aface ~~“group”~~difficulties ~~of shareholders are deemed to hold~~ in ~~excess~~protecting ofyour ~~15% of our Class A ordinary shares~~interests, ~~you~~and ~~will~~your ~~lose the~~ ability to ~~redeem~~protect ~~all~~your ~~such~~rights ~~shares~~through inthe ~~excess~~U.S. offederal ~~15%~~courts ofmay ~~our~~be ~~Class A ordinary shares~~limited.

IfWe weare ~~seek~~an ~~shareholder~~exempted ~~approval~~company ofincorporated 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~~laws ~~Act), will be restricted from redeeming its shares with respect to more than an aggregate~~ of ~~15% of~~ the ~~shares~~Cayman ~~sold~~Islands. inAs ~~the~~a ~~public offering~~result, ~~which~~it wemay ~~refer to as the “Excess Shares,” without our prior consent. However, we would not~~ be ~~restricting~~difficult ~~our~~for ~~shareholders’~~investors ~~ability~~ to ~~vote~~effect ~~all~~service of ~~their~~process ~~shares~~within ~~(including Excess Shares) for or against our initial business combination. Your inability to redeem~~ the ~~Excess~~United ~~Shares~~States ~~will~~upon ~~reduce your influence over~~ our ~~ability~~directors toor ~~complete~~executive ~~our~~officers, ~~initial~~or ~~business~~enforce ~~combination~~judgments ~~and~~obtained ~~you could suffer a material loss on your investment~~ in ~~us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to~~ the ~~Excess~~United ~~Shares~~States ifcourts weagainst ~~complete~~ our ~~initial~~directors ~~business~~or ~~combination~~officers. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

~~GENERAL~~Our ~~RISK~~corporate ~~FACTORS~~affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

We have been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel that the courts of the Cayman Islands are aunlikely ~~recently~~(i) to ~~incorporated~~recognize ~~company~~or ~~with~~enforce noagainst ~~operating~~us ~~history~~judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no ~~revenues~~statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and ~~you~~enforce ~~have~~a noforeign ~~basis~~money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to ~~evaluate~~be ~~our~~enforced ~~ability~~in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to ~~achieve~~natural ~~our~~justice ~~business~~or ~~objective~~the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

WeAs ~~are~~a anresult ~~incorporated~~of ~~exempted~~all ~~company, incorporated under the laws~~ of the ~~Cayman Islands with no operating results~~above, ~~and we will not commence operations until obtaining funding through the~~ public ~~offering.~~shareholders ~~Because~~may ~~we lack an operating history, you~~ have nomore ~~basis~~difficulty ~~upon~~in ~~which~~protecting totheir ~~evaluate~~interests ~~our~~in ~~ability~~the toface ~~achieve our business objective~~ of ~~completing~~actions ~~our~~taken ~~initial~~by ~~business~~management, ~~combination.~~members Weof ~~have~~the noboard ~~plans,~~of ~~arrangements~~directors or ~~understandings~~controlling ~~with~~shareholders ~~any~~than ~~prospective~~they ~~target~~would ~~business~~as ~~concerning~~public ashareholders ~~business~~of ~~combination~~a ~~and~~United ~~may~~States ~~be unable to complete our initial business combination~~company. ~~If we fail to complete our initial business combination, we will never generate any operating revenues.~~

~~Past~~We ~~performance~~may byreincorporate in another jurisdiction in connection with our ~~management~~initial ~~team~~business orcombination ~~their~~and ~~respective~~such ~~affiliates~~reincorporation may ~~not~~result in taxes imposed on shareholders. Pending any such reincorporation, there is uncertainty as to whether our company will be ~~indicative~~considered ofa ~~future~~Dutch ~~performance~~tax ofresident anentity, ~~investment~~which inmay ushave consequences relating to USD/EUR exchange rates.

43We may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes.

~~Table~~47 ~~of Contents~~

InformationTable regarding performance is presented for informational purposes only. Any past experience or performance of our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. Our management has no experience in operating special purpose acquisition companies. Contents

WeShareholders ~~are~~or anwarrant ~~emerging~~holders ~~growth~~may ~~company~~be ~~and~~subject ~~a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available~~ to ~~“emerging~~withholding ~~growth~~taxes ~~companies”~~ or ~~“smaller~~other ~~reporting~~taxes ~~companies,”~~with ~~this~~respect ~~could make our securities less attractive~~ to ~~investors~~their ~~and~~ownership ~~may~~of ~~make~~us itafter ~~more~~the ~~difficult to compare our performance with other public companies~~reincorporation.

~~non-affiliates~~Prior to completion of our initial business combination, there is uncertainty as to whether our company will be considered a Dutch tax resident entity. If our company were considered a Dutch tax resident entity, absent a ruling from the Dutch tax authorities, it would be taxed by reference to euros such that any appreciation of the U.S. dollar against the euro could be considered taxable income. As a result, there is risk that in such circumstances we may be required to withhold on any distributions from the Trust Account or have liability if no withholding is made. Furthermore, to the extent we are considered a Dutch tax resident, any distribution of interest income to our shareholders will be subject to 15% withholding tax under Dutch law.

~~non-emerging~~After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.

~~S-K~~It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

~~non-affiliates~~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.

~~non~~If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Because we are a blank-~~affiliates~~check company with no current active business, based upon the composition of our income and assets, we believe we would qualify as a PFIC for the taxable year ending December 31, 2022. However, there can be no assurance with respect to our PFIC status for any taxable year. Whether we will be a PFIC for the taxable year ending December 31, 2023 will depend on the timing of the Business Combination, the fair market value of our assets from time to time and the amount and nature of our income post-Business Combination, none of which can be determined with certainty at this time. Our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Additionally, although a foreign corporation’s PFIC status is determined annually, a determination that we are a PFIC for a taxable year in which a U.S. Holder holds shares in such entity will generally continue to apply to such U.S. Holder for subsequent taxable years in which the holder continues to hold shares in such entity (including a successor entity), whether or not such entity continues to be a PFIC. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (the “IRS”) may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election. However, there can be no assurance that we will have timely knowledge of our status as a PFIC in the future or that we will make available such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. Holders to consult their tax advisors regarding the possible application of the PFIC rules.

~~Because~~Cyber weincidents ~~are~~or ~~incorporated~~attacks ~~under~~directed ~~the~~at ~~laws~~us ofcould ~~the~~result ~~Cayman Islands, you may face difficulties~~ in ~~protecting~~information ~~your interests~~theft, ~~and~~data ~~your~~corruption, ~~ability~~operational todisruption ~~protect~~and/or ~~your~~financial ~~rights through the U~~loss.S. ~~federal courts may be limited.~~

44We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

~~Table~~48 ~~of Contents~~

WeTable are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers. Contents

Our ~~corporate~~warrants ~~affairs~~are ~~will~~accounted befor ~~governed by our amended and restated memorandum and articles of association, the Companies Act (~~as ~~the~~liabilities ~~same may be supplemented or amended from time to time)~~ and the ~~common~~changes ~~law~~in ofvalue ~~the Cayman Islands. We will also be subject to the federal securities laws~~ of ~~the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of~~ our ~~directors~~warrants tocould ushave ~~under Cayman Islands law are to~~ a ~~large~~material ~~extent~~effect governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on ~~a court in the Cayman Islands. The rights of~~ our ~~shareholders~~financial ~~and~~results the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and ~~certain~~thus ~~states, such as Delaware,~~ may have ~~more~~an ~~fully~~adverse ~~developed~~effect ~~and~~on ~~judicially~~the ~~interpreted~~market ~~bodies~~price of ~~corporate~~our ~~law~~securities. ~~In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.~~

WeOn ~~have~~April 12, ~~been advised by Maples and Calder (Cayman) LLP~~2021, ~~our Cayman Islands legal counsel that~~ the ~~courts~~staff of the ~~Cayman~~SEC ~~Islands are unlikely~~ (~~i) to recognize or enforce against us judgments of courts of~~ the ~~United~~“SEC ~~States~~Staff”) ~~predicated~~issued ~~upon~~a ~~the~~public ~~civil~~statement ~~liability~~entitled ~~provisions~~“Staff ofStatement ~~the~~on ~~federal~~Accounting ~~securities~~and ~~laws~~Reporting ofConsiderations ~~the~~for ~~United~~Warrants ~~States~~issued orby ~~any~~Special ~~state;~~Purpose ~~and~~Acquisition Companies (ii“SPACs”) in ~~original actions brought in~~ (the ~~Cayman~~“SEC ~~Islands,~~Staff to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in natureStatement”). In ~~those circumstances, although there is no statutory enforcement in~~ the ~~Cayman~~SEC ~~Islands~~Staff ~~of judgments obtained in the United States~~Statement, the ~~courts~~SEC ofStaff ~~the~~expressed ~~Cayman~~its ~~Islands~~view ~~will~~that ~~recognize~~certain terms and ~~enforce~~conditions acommon ~~foreign~~to ~~money~~SPAC ~~judgment~~warrants ofmay arequire ~~foreign~~the ~~court~~warrants ofto ~~competent~~be ~~jurisdiction~~classified ~~without~~as ~~retrial~~liabilities on the ~~merits~~SPAC’s ~~based~~balance onsheet ~~the~~as ~~principle~~opposed ~~that~~to aequity. ~~judgment~~As of a ~~competent~~result ~~foreign~~of ~~court imposes upon~~ the ~~judgment~~SEC ~~debtor~~Staff anStatement, ~~obligation~~we toreevaluated ~~pay~~ the ~~sum~~accounting ~~for~~treatment ~~which~~of ~~judgment~~our ~~has~~Public ~~been~~Warrants ~~given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final~~ and ~~conclusive~~Private ~~and~~Placement ~~for a liquidated sum~~Warrants, and ~~must~~determined ~~not~~to beclassify inthe ~~respect~~warrants ofas ~~taxes~~derivative orliabilities ameasured ~~fine~~at orfair ~~penalty~~value, ~~inconsistent~~ with achanges ~~Cayman Islands judgment~~ in ~~respect~~fair ofvalue ~~the~~each ~~same~~period ~~matter,~~reported ~~impeachable on the grounds of fraud or obtained~~ in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy)earnings. ~~A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.~~

AsThe aFinancial ~~result~~Accounting ofStandards ~~all~~Board’s Accounting Standards Codification Topic 815, “Derivatives and Hedging” (“ASC 815”), provides for the remeasurement of the ~~above~~fair value of such derivatives at each balance sheet date, ~~public~~with ~~shareholders~~a ~~may~~resulting ~~have~~non-cash ~~more~~gain ~~difficulty~~or loss related to the change in ~~protecting~~the ~~their~~fair ~~interests~~value being recognized in earnings in the ~~face~~statement of ~~actions~~operations. ~~taken~~As bya ~~management~~result of the recurring fair value measurement, ~~members~~our financial statements and results of ~~the~~operations ~~board~~may fluctuate quarterly, based on factors, which are outside of ~~directors~~our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or ~~controlling~~losses ~~shareholders~~on ~~than~~its ~~they~~warrants ~~would~~each asreporting ~~public~~period ~~shareholders~~and that the amount of asuch ~~United~~gains ~~States~~or ~~company~~losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities.

We ~~may~~have ~~reincorporate~~identified ina ~~another~~material ~~jurisdiction~~weakness in ~~connection~~our ~~with~~internal ~~our~~control ~~initial~~over ~~business~~financial ~~combination~~reporting ~~and~~as ~~such~~of ~~reincorporation~~December 31, ~~may~~2022. ~~result~~If inwe ~~taxes~~are ~~imposed~~unable onto ~~shareholders.~~develop ~~Pending~~and ~~any~~maintain ~~such~~an ~~reincorporation,~~effective ~~there~~system isof ~~uncertainty~~internal ascontrol toover ~~whether~~financial ~~our~~reporting, ~~company~~we ~~will~~may not be ~~considered~~able ato ~~Dutch~~accurately ~~tax~~report ~~resident~~our ~~entity~~financial results in a timely manner, which may ~~have~~result ~~consequences~~in ~~relating~~a material adverse effect on our ability to ~~USD/EUR~~consummate ~~exchange~~an ~~rates~~initial business combination.

WeFollowing ~~may,~~the inissuance ~~connection~~of ~~with~~the ~~our~~SEC ~~initial~~Staff ~~business~~Statement, ~~combination~~management ~~and~~identified ~~subject~~a tomaterial ~~requisite~~weakness ~~shareholder~~in ~~approval~~our ~~under~~internal ~~the~~control ~~Companies~~over ~~Act,~~financial ~~reincorporate~~reporting inrelated to the ~~jurisdiction~~accounting infor ~~which~~ the ~~target~~warrants ~~company~~and orthe ~~business~~accounting isfor ~~located~~redeemable orshares issued in ~~another~~connection ~~jurisdiction.~~with ~~The~~our ~~transaction~~Initial ~~may~~Public ~~require~~Offering. aOur ~~shareholder~~internal orcontrol ~~warrant~~over ~~holder~~financial toreporting ~~recognize~~did ~~taxable~~not ~~income~~result in the ~~jurisdiction~~proper inaccounting ~~which~~classification of the ~~shareholder~~warrants, orwhich, ~~warrant~~due ~~holder~~to isits aimpact ~~tax~~on ~~resident~~our orfinancial instatements, ~~which~~we ~~its~~determined ~~members~~to ~~are~~be ~~resident if it is~~ a ~~tax~~material ~~transparent entity~~weakness. We doremediated ~~not~~the ~~intend~~material toweakness ~~make~~in ~~any~~the ~~cash~~second ~~distributions~~quarter toof ~~shareholders or warrant holders to pay such taxes~~2022.

~~Shareholders~~In orconnection ~~warrant~~with ~~holders~~the ~~may~~preparation beof ~~subject~~our consolidated financial statements for the year ended December 31, 2022, we have identified a material weakness in our internal control over financial reporting related to ~~withholding~~the ~~taxes~~reporting orof ~~other~~the accounts payable, accrued expenses, capital taxes, ~~with~~and ~~respect~~deferred legal fees. As a result of this material weakness, our management has concluded that our disclosure controls and procedures were not effective as of December 31, 2022. Specifically, the Company’s management has concluded that our controls to ~~their~~ensure ~~ownership~~all information entered is complete and accurate were not effectively designed or maintained, particularly around the treatment of usleases, ~~after~~accounts payable, administrative support agreement, and taxes. This material weakness resulted in the ~~reincorporation~~adjustment of the Company’s consolidated financial statements as of December 31, 2022.

45The existence of material weaknesses in internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our shares. We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. Even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

~~Table~~A material weakness is a deficiency, or a combination of ~~Contents~~deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud.

~~Prior~~We tomay ~~completion~~face oflitigation ~~our~~and ~~initial~~other ~~business~~risks ~~combination, there is uncertainty~~ as ~~to whether our company will be considered~~ a ~~Dutch~~result ~~tax resident entity. If our company were considered a Dutch tax resident entity, absent a ruling from the Dutch tax authorities, it would be taxed by reference to euros such that any appreciation~~ of the ~~U.S.~~material ~~dollar~~weakness ~~against the euro could be considered taxable income. As a result, there is risk that~~ in such circumstances we may be required to withhold on any distributions from the Trust Account or have liability if no withholding is made. Furthermore, to the extent we are considered a Dutch tax resident, any distribution of interest income to our ~~shareholders~~internal ~~will~~control beover ~~subject~~financial ~~to 15% withholding tax under Dutch law~~reporting.

~~After~~As ~~our~~a ~~initial~~result ~~business~~of ~~combination~~the material weakness, itthe ischange ~~possible~~in accounting for the warrants, and other matters raised or that amay ~~majority~~in ofthe ~~our~~future ~~directors~~be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and ~~officers~~state ~~will~~securities ~~live~~laws, ~~outside~~contractual claims or other claims arising from the ~~United~~material ~~States~~weaknesses in our internal control over financial reporting and ~~all~~the preparation of our ~~assets~~financial statements. As of the date of this Annual Report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will benot ~~located~~arise ~~outside~~in the ~~United~~future. ~~States;~~Any ~~therefore~~such ~~investors~~litigation ~~may~~or dispute, whether successful or not, becould ~~able~~have toa ~~enforce~~material ~~federal~~adverse ~~securities~~effect ~~laws~~on our business, results of operations and financial condition or ~~their~~our ~~other~~ability ~~legal~~to ~~rights~~complete a Business Combination.

It49 is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

WeTable mayof be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors. Contents

~~start-up~~RISKS ASSOCIATED WITH ACQUIRING AND OPERATING A BUSINESS IN FOREIGN COUNTRIES

~~start-up~~If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

~~start~~If the proposed business combination is not consummated, and we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-upborder business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

~~start-up~~If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

~~Cyber~~• ~~incidents~~costs orand ~~attacks~~difficulties ~~directed~~inherent ~~at us could result~~ in ~~information~~managing ~~theft,~~cross-border ~~data~~business ~~corruption, operational disruption and/or financial loss.~~ operations;

We• ~~depend~~rules ~~on digital technologies, including information systems, infrastructure~~ and ~~cloud~~regulations ~~applications~~regarding ~~and~~currency services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss. redemption;

~~Our~~• ~~warrants~~complex ~~are~~corporate ~~accounted~~withholding ~~for~~taxes ~~as liabilities and the changes in value of our warrants could have a material effect~~ on ~~our financial results and thus may have an adverse effect on the market price of our securities.~~ individuals;

On• ~~April~~laws ~~12,~~governing ~~2021,~~ the ~~staff~~manner ofin ~~the~~which ~~SEC~~future ~~(the~~business ~~“SEC~~combinations Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may ~~require the warrants to~~ be classified as liabilities on the SPAC’s balance sheet as opposed to equity. As a result of the SEC Staff Statement, we reevaluated the accounting treatment of our Public Warrants and Private Placement Warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings. effected;

As• aexchange ~~result,~~listing included on our balance sheet as of December 31, 2021 contained elsewhere in this Annual Report are derivative liabilities related to embedded features contained within our warrants. ASC 815, Derivatives and ~~Hedging, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain~~ /or ~~loss~~delisting related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities. requirements;

We• ~~have~~tariffs ~~identified a material weakness in our internal control over financial reporting as of December 31, 2021. If we are unable to develop~~ and ~~maintain~~trade an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may result in a material adverse effect on our ability to consummate an initial business combination. barriers;

~~Following~~• ~~the~~regulations ~~issuance of the SEC Staff Statement management identified a material weakness in our internal control over financial reporting~~ related to ~~the~~customs ~~accounting~~and ~~for~~import/export the warrants issued in connection with our Initial Public Offering. Our internal control over financial reporting did not result in the proper accounting classification of the warrants, which, due to its impact on our financial statements, we determined to be a material weakness. matters;

A• ~~material~~local ~~weakness is a deficiency,~~ or aregional ~~combination~~economic ofpolicies deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and ~~prevent~~market fraud. Any failure to maintain internal control over our financial reporting could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis, which could delay or disrupt our efforts to consummate an initial business combination. If our financial statements are not filed on a timely basis, we may also be subject to sanctions or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our ability to consummate an initial business combination. We have expanded and improved our review process for complex securities and related accounting standards and continue to evaluate other steps to remediate the material weakness. conditions;

We• ~~may~~unexpected ~~face~~changes ~~litigation and other risks as a result of the material weakness~~ in ~~our~~regulatory ~~internal control over financial reporting.~~ requirements;

As• alonger ~~result~~payment of the material weakness, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Annual Report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a Business Combination. cycles;

~~RISKS~~• ~~ASSOCIATED~~tax ~~WITH~~issues, ~~ACQUIRING~~such ~~AND~~as ~~OPERATING~~tax Alaw ~~BUSINESS~~changes INand ~~FOREIGN~~variations ~~COUNTRIES~~in tax laws as compared to the United States;

If50 we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

46Table of Contents

~~Table~~• ofcurrency ~~Contents~~fluctuations and exchange controls;

If• werates ~~pursue a target a company with operations or opportunities outside~~ of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates. inflation;

If• wechallenges ~~effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating~~ in ancollecting ~~international~~accounts ~~setting, including any of the following:~~ receivable;

• ~~costs~~cultural and ~~difficulties~~language ~~inherent in managing cross-border business operations~~differences;

• ~~rules~~employment ~~and~~ regulations ~~regarding currency redemption~~;

• ~~complex~~underdeveloped ~~corporate~~or ~~withholding~~unpredictable ~~taxes~~legal onor ~~individuals~~regulatory systems;

• ~~laws governing the manner in which future business combinations may be effected~~corruption;

• ~~exchange~~protection ~~listing~~of ~~and/or~~intellectual ~~delisting requirements~~property;

• ~~tariffs~~social unrest, crime, strikes, riots and ~~trade~~civil ~~barriers~~disturbances;

• ~~regulations~~regime ~~related~~changes ~~to customs~~ and ~~import/export~~political ~~matters~~upheaval;

• ~~local~~terrorist orattacks, ~~regional~~natural ~~economic~~disasters ~~policies~~ and ~~market conditions~~wars; and

• ~~unexpected~~deterioration ~~changes~~of inpolitical ~~regulatory~~relations ~~requirements;~~with the United States.

•We ~~longer~~may ~~payment~~not ~~cycles;~~be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

•If ~~tax~~our ~~issues~~management following our initial business combination is unfamiliar with United States securities laws, ~~such~~they asmay ~~tax~~have ~~law~~to ~~changes~~expend time and ~~variations~~resources inbecoming ~~tax~~familiar with such laws, aswhich ~~compared~~could lead to ~~the~~various ~~United~~regulatory ~~States;~~issues.

•Following ~~currency~~our ~~fluctuations~~initial business combination, such as the proposed business combination, our management may resign from their positions as officers or directors of the company and ~~exchange~~the ~~controls;~~management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

•51 ~~rates of inflation;~~

•Table challengesof in collecting accounts receivable;Contents

•After ~~cultural~~our initial business combination, substantially all of our assets may be located in a foreign country and ~~language~~substantially ~~differences;~~all of our revenue may be derived from our operations in any such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which we operate.

•The ~~employment~~economic, ~~regulations;~~political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.

•Exchange ~~underdeveloped~~rate orfluctuations ~~unpredictable~~and ~~legal~~currency orpolicies ~~regulatory~~may ~~systems;~~cause a target business’ ability to succeed in the international markets to be diminished.

•In ~~corruption;~~the event the proposed business combination is not consummated and we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

•We ~~protection~~may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of ~~intellectual~~such ~~property;~~jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.

•In ~~social~~connection ~~unrest,~~with ~~crime~~our initial business combination, ~~strikes~~we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If the proposed business combination is not consummated and we determine to do this, ~~riots~~the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and ~~civil~~the ~~disturbances;~~enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

•We ~~regime~~are ~~changes~~subject to changing law and ~~political~~regulations ~~upheaval;~~regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

•We ~~terrorist~~are ~~attacks~~subject to rules and regulations by various governing bodies, ~~natural~~including, ~~disasters~~for example, the SEC, which are charged with the protection of investors and ~~wars;~~the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from seeking a business combination target.

•Moreover, ~~deterioration~~because ofthese ~~political~~laws, ~~relations~~regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with ~~the~~these ~~United~~regulations ~~States~~and any subsequent changes, we may be subject to penalty and our business may be harmed.

4752

~~We may not be able to adequately address these additional risks~~ITEM IB. IfUNRESOLVED weSTAFF were unable to do so, we may be unable to complete such initial business combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operationsCOMMENTS.

If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issuesNone.

Following our initial business combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in placeITEM 2. ~~Management of the target business may not be familiar with United States securities laws~~PROPERTIES. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

~~After~~We ~~our~~currently ~~initial~~lease ~~business~~executive ~~combination,~~offices ~~substantially~~at ~~all~~EPFL ofInnovation ~~our~~Park ~~assets~~Building, ~~may~~1015 beLausanne, ~~located~~Switzerland infrom aOculis. ~~foreign~~We ~~country~~consider ~~and substantially all of~~ our ~~revenue~~current ~~may~~office bespace ~~derived~~adequate ~~from~~for our ~~operations~~current ~~in any such country. Accordingly, our results of~~ operations ~~and prospects will be subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which we operate~~.

~~The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business~~ITEM 3. ~~Economic~~LEGAL ~~growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future~~PROCEEDINGS. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.

~~Exchange~~As ~~rate~~of ~~fluctuations~~December 31, ~~and~~2022, ~~currency~~to ~~policies~~the ~~may~~knowledge ~~cause~~of aour ~~target~~management, ~~business’~~there ~~ability~~was tono ~~succeed~~material litigation, arbitration or governmental proceeding pending against us or any members of our management team in their capacity as such, and we and the ~~international~~members ~~markets~~of our management team have not been subject to beany ~~diminished~~such proceeding.

~~non-U~~ITEM 4.S MINE SAFETY DISCLOSURES.

WeNot may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rightsapplicable.

In53 connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

48Table of Contents

~~Table~~PART ofII ~~Contents~~

~~non-compliance~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

WeMarket ~~are~~Information subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from seeking a business combination target.

~~Moreover~~Our units, ~~because~~Class A ~~these~~ordinary ~~laws,~~shares ~~regulations~~ and ~~standards~~warrants are ~~subject~~listed toon ~~varying~~the ~~interpretations,~~Nasdaq ~~their~~under ~~application~~the insymbols ~~practice~~“EBACU,” ~~may~~“EBAC” ~~evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters~~ and ~~additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes~~“EBACW”, ~~we may be subject to penalty and our business may be harmed~~respectively.

~~ITEM IB.~~Holders ~~UNRESOLVED STAFF COMMENTS.~~

~~None~~As of December 31, 2022, there were two holders of record of our units, one holder of record of our Class A ordinary shares, three holders of record of our Class B ordinary shares and one holder of record of our warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Class A ordinary shares and warrants are held of record by banks, brokers and other financial institutions.

~~ITEM 2.~~Recent ~~PROPERTIES.~~Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

WeUnregistered ~~currently~~Sales lease executive offices at Johannes Vermeerplein 9 1071 DV Amsterdam, Netherlands, from our Sponsor and the members of our management team. We consider our current office space adequate for our current operations.

~~ITEM~~The sales of the Founder Shares and Private Placement Units to our Sponsor and our initial shareholders during 2021 were deemed to be exempt from registration under the Securities Act, in reliance on Section 3.4(a)(2) ~~LEGAL~~of ~~PROCEEDINGS~~the Securities Act as transactions by an issuer not involving a public offering.

AsUse of ~~December 31,~~Proceeds 2021, to the knowledge of our management, there was no material litigation, arbitration or governmental proceeding pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding.

~~ITEM~~On March 418, 2021, we consummated our IPO of 12,000,000 units. ~~MINE~~On ~~SAFETY~~May 3, ~~DISCLOSURES~~2021, we issued an additional 754,784 units in connection with the underwriters’ partial exercise of their over-allotment option. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class ordinary share for $11.50 per share, subject to adjustment. The units were sold at a price of $10.00 per unit, generating gross proceeds to us of $127,547,840. Credit Suisse Securities (USA) LLC and Kempen & Co U.S.A., Inc. served as the underwriters of the IPO. The securities sold in the IPO were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-253220). The SEC declared the registration statement effective on March 15, 2021.

~~Not~~Of ~~applicable~~the $132,098,800 in proceeds we received from our initial public offering and the sale of the private placement units, a total of $127,547,840, including $4,464,174 payable to the underwriter for deferred underwriting commissions, was placed in the Trust Account. There has been no material change in the planned use of proceeds from the IPO as described in the IPO prospectus dated March 15, 2021 which was filed with the SEC.

49ITEM 6. RESERVED.

~~Table~~54 ~~of Contents~~

PARTTable IIof Contents

ITEM 57. ~~MARKET FOR REGISTRANT~~MANAGEMENT’S ~~COMMON~~DISCUSSION ~~EQUITY,~~AND ~~RELATED~~ANALYSIS ~~STOCKHOLDER~~OF ~~MATTERS~~FINANCIAL CONDITION AND ~~ISSUER~~RESULTS ~~PURCHASES~~ OF ~~EQUITY SECURITIES~~OPERATIONS.

~~Market~~The ~~Information~~following discussion and analysis should be read in conjunction with the financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Summary Risk Factors” and “Summary Risk Factors” appearing elsewhere in this Annual Report on Form 10-K.

~~Our~~Overview ~~units, Class A ordinary shares and warrants listed on the Nasdaq under the symbols “EBACU,” “EBAC” and “EBACW”, respectively.~~

~~Holders~~We European Biotech Acquisition Corp. (“Company” or “we”) are a blank check company incorporated on January 8, 2021 as a Cayman Islands exempted company formed for the purpose of effecting a Business Combination. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company.

AsOn ~~of December~~March 3118, 2021, ~~there~~we ~~were~~consummated ~~two~~our ~~holders~~IPO of ~~record~~12,000,000 ofUnits, ~~our~~at ~~units,~~$10.00 ~~one~~per ~~holder~~Unit, ofgenerating ~~record~~gross proceeds of ~~our Class~~$120.0 Amillion, ~~ordinary~~and ~~shares,~~incurring ~~three~~offering ~~holders~~costs of ~~record~~approximately $7.1 million, of ~~our~~which ~~Class~~$4.2 Bmillion ~~ordinary~~was ~~shares~~for ~~and~~deferred ~~two~~underwriting ~~holders~~commissions of(see ~~record~~Note of3 to our ~~warrants.~~consolidated ~~The~~financial ~~number~~statements ofincluded ~~holders~~in ofthis ~~record~~Annual ~~does~~Report ~~not~~on ~~include~~Form 10-K for the year ended December 31, 2022). We granted the underwriter a ~~substantially~~45-day ~~greater~~option ~~number~~to ofpurchase ~~“street~~up ~~name”~~to ~~holders~~an oradditional ~~beneficial~~1,800,000 ~~holders~~Units ~~whose~~at ~~units~~the IPO price to cover over-allotments, ~~Class~~if any. On April A29, ~~ordinary~~2021, ~~shares~~the underwriters partially exercised the over-allotment option, and ~~warrants~~the ~~are~~closing ~~held~~of the issuance and sale of ~~record~~the byadditional ~~banks~~754,784 ~~brokers~~Over-Allotment ~~and~~Units ~~other~~occurred ~~financial~~on ~~institutions~~May 3, 2021. The issuance by the Company of the Over-Allotment Units at a price of $10.00 per unit resulted in total gross proceeds of approximately $7.5 million.

~~Recent~~Simultaneously ~~Sales~~with the closing of ~~Unregistered~~the ~~Securities;~~IPO, ~~Use~~we consummated the Private Placement of ~~Proceeds~~440,000 ~~from~~units, ~~Registered~~at ~~Offerings~~a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of $4.4 million (see Note 4 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2022). Simultaneously with the issuance and sale of the Option Units, the Company consummated the private placement with the Sponsor of 15,096 Additional Private Placement Units, generating total proceeds of $150,960.

~~Unregistered~~Approximately ~~Sales~~$127.5 million of the net proceeds of the IPO were placed in a Trust Account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invests only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

~~The~~Our ~~sales~~management has broad discretion with respect to the specific application of the ~~Founder~~net ~~Shares~~proceeds of the IPO and the sale of Private Placement Units, toalthough ~~our~~substantially ~~Sponsor~~all ~~and~~of ~~our~~the ~~initial~~net ~~shareholders~~proceeds ~~were~~are ~~deemed~~intended to be ~~exempt~~applied ~~from~~generally ~~registration~~toward ~~under~~consummating ~~the~~a ~~Securities~~Business ~~Act,~~Combination. inThere ~~reliance~~is onno ~~Section 4(a)(2)~~assurance ofthat ~~the~~we ~~Securities~~will ~~Act~~be asable ~~transactions~~to bycomplete ~~an issuer not involving~~ a ~~public~~Business ~~offering~~Combination successfully.

~~Use~~We must complete one or more initial Business Combinations having an aggregate fair market value of ~~Proceeds~~at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, we will only complete a 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.

~~one~~If we are unable to complete a Business Combination within the Combination 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-~~third~~share price, payable in cash, equal to the aggregate

~~S-1~~55

No. 333-253220).Table of Contents

Of amount then on deposit in the ~~$132~~Trust Account,~~098,800~~ including interest earned on the funds held in ~~proceeds~~the weTrust ~~received~~Account ~~from~~and not previously released to us to pay our ~~initial~~income ~~public~~taxes, ~~offering~~if ~~and~~any (less up to $100,000 of interest to pay dissolution expenses) divided by the ~~sale~~number of the ~~private~~then-outstanding ~~placement~~Public ~~units~~Shares, awhich ~~total~~redemption ofwill ~~$127,547,840,~~completely extinguish Public Shareholders’ rights as shareholders (including $4the right to receive further liquidation distributions,~~464~~ if any); and (iii) as promptly as reasonably possible following such redemption,~~174~~ ~~payable~~subject to the ~~underwriter~~approval ~~for~~of ~~deferred~~the ~~underwriting~~remaining ~~commissions~~shareholders and the board of directors, ~~was~~liquidate ~~placed~~and dissolve, subject in the ~~Trust~~case ~~Account.~~of ~~There~~clauses ~~has~~(ii) and ~~been~~(iii), noto ~~material~~our ~~change~~obligations inunder ~~the~~Cayman ~~planned~~Islands ~~use~~law to provide for claims of ~~proceeds~~creditors ~~from~~and the ~~IPO~~requirements asof ~~described~~other inapplicable ~~the~~law. ~~IPO~~There ~~prospectus~~will ~~dated~~be ~~March 15,~~no ~~2021~~redemption ~~which~~rights ~~was~~or ~~filed~~liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate a Business Combination within the ~~SEC~~Combination Period.

~~ITEM 6.~~Proposed ~~RESERVED.~~Business Combination

50On October 17, 2022, we entered into a Business Combination Agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”) with Oculis SA, a public limited liability company (société anonyme) incorporated and existing under the laws of Switzerland (“Oculis”). Oculis is a clinical-stage biopharmaceutical company, based in Switzerland, with substantial expertise in therapeutics used to treat ocular diseases, and engaged in the development of innovative drug candidates which have the potential to address many eye-related conditions. Oculis’s focus is on advancing therapeutic candidates intended to treat significant and growing ophthalmic diseases which result in vision loss, blindness or reduced quality of life, for which there are currently limited or no treatment options. Upon the terms and subject to the conditions of the Business Combination Agreement and in accordance with applicable law, as soon as practicable following the date hereof, (i) EBAC will form, or cause to be formed, (a) Oculis Holding AG, a public limited liability company incorporated and existing under the laws of Switzerland and that will be a direct wholly owned subsidiary of EBAC (“New Parent”), (b) a new Cayman Islands exempted company that will be a direct wholly owned subsidiary of New Parent (“Merger Sub 1”), (c) another new Cayman Islands exempted company that will be a direct wholly owned subsidiary of New Parent (“Merger Sub 2”) and (d) a new limited liability company (Gesellschaft mit beschränkter Haftung) incorporated and existing under the laws of Switzerland that will be a direct wholly owned subsidiary of New Parent (“Merger Sub 3”) and (ii) EBAC will cause New Parent, Merger Sub 1, Merger Sub 2 and Merger Sub 3 to become a party to the Business Combination Agreement.

~~Table~~In connection with the transactions contemplated by the Business Combination Agreement, among other things, (i) Merger Sub 1 will merge with and into EBAC, with EBAC surviving such merger as a wholly owned subsidiary of ~~Contents~~New Parent (the “First Merger”), (ii) as a result of the First Merger, (a) each issued and outstanding share of EBAC Common Stock will automatically convert into one class of ordinary shares of the surviving company in the First Merger (“Surviving EBAC Shares”), (b) each issued and outstanding warrant issued by EBAC to purchase Class A Common Stock of EBAC will be automatically converted into warrants of the surviving company in the First Merger (“Surviving EBAC Warrants”), and (c) EBAC will deposit or cause to be deposited with the Exchange Agent the Surviving EBAC Shares and Surviving EBAC Warrants, (iii) following the First Merger Effective Time but prior to the Second Merger Effective Time, the Exchange Agent will contribute the Surviving EBAC Shares and Surviving EBAC Warrants to New Parent in exchange for New Parent Class A ordinary shares, nominal value CHF 0.01 per share (the “New Parent Shares”) and a right to acquire New Parent Shares (each, a “New Parent Warrant”), with both New Parent Shares and New Parent Warrants to be held by the Exchange Agent solely on behalf of the holders of Surviving EBAC Shares and Surviving EBAC Warrants (the “New Parent Interests Consideration, (iv) prior to the Second Merger Effective Time, the Exchange Agent will undertake to (a) distribute the New Parent Shares as part of the New Parent Interests Consideration to the holders of Surviving EBAC Shares and (b) distribute the New Parent Warrants as part of the New Parent Interests Consideration to the holders of Surviving EBAC Warrants, (v) after the First Merger Effective Time and following the completion of the Exchange Agent Contribution Actions, EBAC will merge with and into Merger Sub 2, with Merger Sub 2 as the surviving company and remaining a wholly owned subsidiary of New Parent, (vi) consenting Oculis shareholders executing the Company Shareholders Support Agreements will contribute their shares of Oculis to New Parent in exchange for New Parent Shares and (vii) approximately 30 days after the Acquisition Closing Date, Oculis will merge with and into Merger Sub 3, with Merger Sub 3 as the surviving company.

~~ITEM 7.~~The ~~MANAGEMENT’S~~Business ~~DISCUSSION~~Combination ~~AND~~Agreement ~~ANALYSIS~~and OFthe ~~FINANCIAL~~transactions ~~CONDITION~~contemplated ~~AND~~thereby ~~RESULTS~~were OFapproved ~~OPERATIONS~~by the boards of directors of each of EBAC and Oculis.

~~10-K.~~56

10-K.Table of Contents

~~Overview~~PIPE Subscription Agreements

WeIn ~~are~~connection with the foregoing and concurrently with the execution of the Business Combination Agreement, we entered into subscription agreements with the Initial PIPE Investors (the “Initial Subscription Agreements”), pursuant to which the Initial PIPE Investors have agreed to purchase from us, severally and not jointly, and we have agreed to issue from treasury and sell to the Initial PIPE Investors, a ~~blank~~number ~~check~~of ~~company~~EBAC ~~incorporated~~Class A Common Stock equal to (i) the total subscription amount from the Initial PIPE Investors divided by (ii) $10.00 (the “Initial PIPE Financing”). Subsequent to the Initial PIPE Financing, on January 826, ~~2021~~2023, asEBAC aentered ~~Cayman~~into ~~Islands~~subscription ~~exempted~~agreements ~~company~~(the ~~formed~~“Subsequent Subscription Agreements”, and together with the Initial Subscription Agreements, the “Subscription Agreements”) with certain subscribers (the “Subsequent PIPE Investors”, and together with the Initial PIPE Investors, the “PIPE Investors”), pursuant to which the Subsequent PIPE Investors have agreed to subscribe for, and we have agreed to issue to the ~~purpose~~Subsequent Subscribers, an aggregate of ~~effecting~~788,500 EBAC Class A Common Stock at a ~~Business~~price ~~Combination~~of $10.00 Weper ~~will~~share, ~~not~~for aggregate gross proceeds of $7,885,000 (the “Subsequent PIPE Financing”, and together with the Initial PIPE Financing, the “PIPE Financing”). The aggregate amount of EBAC Class A Common Stock to be ~~limited~~issued pursuant to the PIPE Financing is 7,118,891 shares for aggregate gross proceeds of $71,188,910. The shares of EBAC Class A Common Stock to be issued from treasury pursuant to the Subscription Agreements have not been registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) ~~particular~~of ~~industry~~the orSecurities ~~geographic~~Act ~~region~~(as defined below). Upon the Acquisition Closing, New Parent will grant the PIPE Investors certain customary registration rights in ~~our~~connection ~~identification~~with the PIPE Financing (as defined below), including demand and ~~acquisition~~piggyback ofrights, aas ~~target~~set ~~company~~forth in the Amended Registration Rights and Lock-Up Agreement (as defined below). The PIPE Financing is contingent upon, among other things, the Acquisition Closing.

10Non-KRedemption Agreements

45Concurrently with the execution of the Business Combination Agreement, certain shareholders of EBAC (the “EBAC Voting Shareholders”) entered into non-~~day~~redemption agreements (the “Non-Redemption Agreements”) with EBAC and Sponsor.

10Pursuant to the Non-KRedemption Agreements, each EBAC Voting Shareholder agreed for the benefit of EBAC to not redeem and to vote all of their EBAC ordinary shares now owned or hereafter acquired (the “Subject EBAC Equity Securities”), representing 700,789 EBAC ordinary shares in the aggregate, in favor of the transaction proposals. In connection with these commitments from the EBAC Voting Shareholders, Sponsor has agreed to transfer to each Investor one New Parent Share for every ten EBAC ordinary shares owned by such investor (for a total of 70,079 New Parent Shares), on or promptly following the Acquisition Closing Date. The EBAC Voting Shareholders also each agreed to a lock-up to not transfer any Subject EBAC Equity Securities for a period of 90 calendar days after the Acquisition Closing Date.

2aThe foregoing description of the Non-7Redemption Agreement is subject to and qualified in its entirety by reference to the full text of the form of Shareholder Non-Redemption Agreement, a copy of which is included as Exhibit 10.10 hereto, and the terms of which are incorporated by reference.

~~Our~~Sponsor ~~management~~Letter ~~has~~Agreement broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully.

51Concurrently with the execution of the Business Combination Agreement, the Sponsor entered into a letter agreement (the “Sponsor Letter Agreement”) with EBAC and Oculis pursuant to which the Sponsor agreed, among other things, to (i) vote all of the EBAC Common Stock it beneficially owns in favor of the Business Combination and related transactions and to take certain other actions in support of the Business Combination Agreement and related transactions, (ii) not transfer its shares of EBAC Common Stock and EBAC Warrants, in each case until the consummation of the Acquisition Closing (subject to certain customary exceptions), (iii) waive certain anti-dilution adjustments and (iv) waive certain redemption rights.

~~Table~~Amended ofand ~~Contents~~Restated Registration Rights and Lock-Up Agreement

WeOn ~~must~~the ~~complete~~Acquisition ~~one~~Closing orDate, ~~more~~the ~~initial~~Sponsor ~~Business~~and ~~Combinations~~certain ~~having~~shareholders anof ~~aggregate~~Oculis ~~fair~~and ~~market~~New ~~value~~Parent ofwill atenter ~~least~~into ~~80%~~an ofamended ~~the~~and ~~net~~restated ~~assets~~registration ~~held~~rights inagreement ~~the~~and ~~Trust~~lock-up ~~Account~~agreement (~~excluding~~ the ~~deferred~~“Amended ~~underwriting commissions~~ and ~~taxes~~Restated ~~payable~~Registration onRights ~~the~~and ~~interest~~Lock-Up ~~earned on the Trust Account~~Agreement”) atpursuant ~~the time of the signing of the agreement~~ to ~~enter~~which, ~~into~~among ~~the~~other ~~initial Business Combination. However~~things, wecertain ~~will~~shareholders ~~only complete a Business Combination if the post-transaction company owns or acquires 50% or more~~ of ~~the~~New ~~outstanding~~Parent ~~voting~~will ~~securities~~be ofgranted ~~the~~certain ~~target~~customary ordemand ~~otherwise~~and ~~acquires~~“piggy-back” aregistration ~~controlling~~rights ~~interest~~with inrespect ~~the target sufficient for it not~~ to betheir ~~required~~respective toNew ~~register~~Parent ~~as an investment company under the Investment Company Act~~Shares.

~~per-share~~57

AsTable of December 31, 2021, we held cash of approximately $868,000, current liabilities of approximately $505,000 and deferred underwriting commissions of approximately $4.5 million. Further, we expect to continue to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to complete an initial business combination will be successful. Contents

~~RESULTS~~The OFAmended ~~OPERATIONS~~and Restated Registration Rights and Lock-Up Agreement will contain certain restrictions on transfer of New Parent Shares and other Registrable Securities (as defined therein) to be held by the Holders immediately following the Acquisition Closing (the “Lock-up Securities”). Such restrictions begin on the Acquisition Closing Date and end on the earlier of (x) (i) for the Sponsor the 270 days after the Acquisition Closing Date and (ii) for the rest of the Holders 180 days from the Acquisition Closing Date and (y) the last reported trading price of the New Parent Shares on Nasdaq exceeds $15.00 for 20 trading days within any 30 trading day period commencing at least 150 days after the Acquisition Closing Date.

~~Our~~RESULTS ~~entire~~OF ~~activity~~OPERATIONS since inception up to December 31, 2021 was in preparation for our formation and the IPO and after the IPO, the search for target. We will not be generating any operating revenues until the closing and completion of our initial Business Combination.

We have neither engaged in any operations (other than searching for a Business Combination after our Initial Public Offering) nor generated any revenues to date. Our entire activity since inception up to December 31, 2022 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination (see recent developments above). We will not be generating any operating revenues until the closing and completion of our initial Business Combination, at the earliest. We generate non-operating income in the form of income from investments held in the Trust Account and change in fair value of warrant liability. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in our search for and completion of a Business Combination.

For the year ended December 31, 2022, we had net income of approximately $343,000, which consisted of approximately $1.3 million of non-operating gain from changes in fair value of derivative warrant liabilities and approximately $1.8 million in income from investments held in the Trust Account, partially offset by approximately $2.8 million of general and administrative expenses and approximately $33,000 of capital tax expense.

~~Liquidity~~For the period from January 8, 2021 (inception) through December 31, 2021, we had net income of approximately $1.5 million, which consisted of approximately $2.9 million of non-operating gain from changes in fair value of derivative warrant liabilities and ~~Going~~approximately ~~Concern~~$8,000 in income from investments held in the Trust Account, partially offset by approximately $1.1 million of general and administrative expenses, and a non-operating expense of approximately $315,000 related to offering costs allocated to the derivative warrant liabilities.

AsLiquidity ~~of December 31, 2021, we had approximately $868,000 in our operating bank account~~ and ~~working~~Going ~~capital~~Concern ~~of approximately $411,000.~~

~~Management~~As ~~has~~of ~~determined~~December 31, ~~that the mandatory liquidation and subsequent dissolution that will be required if the Company does not complete a business combination before March 18~~2022, ~~2023~~we ~~raises~~had ~~substantial~~approximately ~~doubt about the Company’s ability to continue as a going concern. Although Management expects that it will complete a business combination on or prior to March 18~~$308,000 ~~2023,~~in itour isoperating ~~uncertain~~bank ~~whether~~account itand ~~will~~working becapital ~~able~~deficit ~~to do so. No adjustments have been made to the carrying amounts~~ of ~~assets~~approximately or$406,000 ~~liabilities~~(not ~~should~~taking weinto beaccount ~~required~~approximately ~~to liquidate after March 18~~$33,000 ~~2023.~~in ~~The~~tax ~~financial~~obligations ~~statements do not include any adjustments~~ that ~~might~~may be ~~necessary~~paid ifusing ~~the~~investment ~~Company~~income isclassified ~~unable~~in tothe ~~continue~~Trust ~~as a going concern~~Account).

52Our liquidity needs through the consummation of the Initial Public Offering were satisfied through a payment of $25,000 from the Sponsor to purchase Founders Shares, and the loan proceeds from the Sponsor of $300,000 under the Note (see Note 4 to our consolidated financial statements). We repaid the Note in full on March 22, 2021. Subsequent to the consummation of the Initial Public Offering, our liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans (as defined in Note 4). As of December 31, 2022 and 2021, there were no amounts outstanding under Working Capital Loans.

~~Table~~Management does not believe the current cash on hand will be sufficient to cover obligations that come due within one year of ~~Contents~~release. Management has determined that the liquidity, the mandatory liquidation and subsequent dissolution that will be required if the Company does not complete a business combination before March 18, 2023 raises substantial doubt about the Company’s ability to continue as a going concern. Although Management expects that it will be able to raise additional capital to support its planned activities and complete the proposed business combination on or prior to March 18, 2023, it is uncertain whether it will be able to do so. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after March 18, 2023. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~COVID-19~~58

ContractualTable Obligationsof Contents

~~Administrative~~We ~~Services~~continue ~~Agreement~~to evaluate the impact of the COVID-19 pandemic and the Russia/Ukraine military conflict and have concluded that the specific impact is not readily determinable as of the date of the balance sheets. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Commencing~~Contractual onObligations the date that the Company’s securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay affiliates of the Sponsor a total of $20,000 per month for office space, administrative and support services.

~~Registration~~Administrative ~~Rights~~Services Agreement

~~The~~Commencing ~~holders~~on of the ~~Founder~~date ~~Shares,~~that ~~Private Placement Units, Class A ordinary shares underlying~~ the ~~Private~~Company’s ~~Placement~~securities ~~Units~~were ~~and~~first ~~any~~listed ~~warrants~~on ~~that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon~~ the ~~exercise~~Nasdaq, of the ~~Private~~Company ~~Placement~~agreed ~~Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled~~ to ~~registration~~pay ~~rights~~affiliates ~~pursuant to a registration and shareholder rights agreement signed upon the effective date~~ of the ~~Initial~~Sponsor ~~Public~~a ~~Offering.~~total ~~The holders~~ of ~~these securities were entitled to make up to three demands~~$20,000 ~~excluding~~per ~~short~~month ~~form~~for ~~demands,~~office ~~that we register such securities. In addition~~space, ~~the~~administrative ~~holders~~and ~~have~~support ~~certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination~~services. ~~However,~~Such ~~the registration and shareholder rights~~ agreement ~~provide~~terminated ~~that~~as ~~we will not permit any registration statement filed under the Securities Act to become effective until termination~~ of ~~the~~October 17, ~~applicable lockup period~~2022. ~~We will bear the expenses incurred in connection with the filing of any such registration statements.~~

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $2.4 million in the aggregate, paid upon the closing of the ~~IPO~~Initial Public Offering. In addition, $0.35 per unit, or $4.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. On May 3, 2021 the underwriters partially exercised their over-allotment option. As a result, the underwriters were entitled to an additional underwriting discount of approximately $151,000, which was paid upon closing of the over-allotment. In addition, $264,000 will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

OnCritical ~~May 3,~~Accounting ~~2021~~Policies the underwriters partially exercised their over-allotment option. As a result, the underwriters were entitled to an additional underwriting discount of approximately $151,000, which was paid upon closing of the over-allotment. In addition, $264,000 will be payable to the underwriters for deferred underwriting commissions.

~~Critical~~This ~~Accounting~~management’s ~~Policies~~discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, income and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company has identified the following as its critical accounting policies:

~~This~~Derivative ~~management’s~~Warrant ~~discussion~~Liabilities and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, income and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company has identified the following as its critical accounting policies:

~~Derivative~~We ~~Warrant~~do ~~Liabilities~~not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC 815-40, “Derivatives and Hedging-Contracts in Entity’s Own Stock” (“ASC 815-40”).

WeThe doclassification ~~not~~of ~~use~~ derivative instruments, toincluding ~~hedge~~whether ~~exposures~~such toinstruments ~~cash~~should ~~flow,~~be ~~market,~~recorded oras ~~foreign~~liabilities ~~currency~~or ~~risks.~~as Weequity, ~~evaluate~~is ~~all~~re-assessed ofat ~~our~~the ~~financial~~end ~~instruments,~~of ~~including~~each ~~issued~~reporting ~~stock~~period. ~~purchase~~The ~~warrants~~4,251,595 towarrants ~~determine~~issued ifin ~~such~~connection ~~instruments~~with ~~are~~the ~~derivatives~~Initial orPublic ~~contain~~Offering ~~features~~(the ~~that~~“Public ~~qualify~~Warrants”) asand ~~embedded~~the ~~derivatives~~151,699 ~~pursuant~~Private toPlacement ~~ASC~~Warrants ~~480~~are ~~and~~recognized ~~FASB~~as ~~ASC~~derivative ~~815-40,~~liabilities ~~“Derivatives and Hedging—Contracts~~ in ~~Entity’s~~accordance ~~Own~~with ~~Stock” (“~~ASC 815-40”).

~~The~~Accordingly, ~~classification~~we ofrecognize ~~derivative~~the warrant instruments, ~~including~~as ~~whether~~liabilities ~~such~~at fair value and adjusts the instruments ~~should~~to befair ~~recorded~~value asat each reporting period. The liabilities orare assubject ~~equity~~to remeasurement at each balance sheet date until exercised, and any change in fair value is ~~re-assessed~~recognized atin the ~~end~~statement of ~~each reporting period~~operations. The ~~4,251,595~~fair ~~warrants~~value of the Public Warrants issued in connection with the ~~Initial~~ Public Offering (and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. For periods subsequent to the “detachment of the Public Warrants”) ~~and~~from the ~~151~~Units,~~699~~ on May 13, 2021, the fair value of the Public Warrants is based on the observable listed price for such warrants. Since the Private Placement Warrants have substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are ~~recognized~~classified as ~~derivative~~non-current liabilities inas ~~accordance~~their ~~with~~liquidation ~~ASC~~is ~~815-40.~~not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~Accordingly,~~59 we recognize the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. For periods subsequent to the detachment of the Public Warrants from the Units, on May 13, 2021, the fair value of the Public Warrants is based on the observable listed price for such warrants. Since the Private Placement Warrants have substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement

WarrantTable is equivalent to that of each Public Warrant. Contents

53Class A Ordinary Shares Subject to Possible Redemption

~~Table~~We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of ~~Contents~~the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, 12,754,784 shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our consolidated balance sheet.

We have elected to recognize changes in redemption value immediately as they occur and subsequently adjust (for interest income and dissolution expenses) the carrying value of the redeemable Class A ~~Ordinary~~ordinary ~~Shares~~shares ~~Subject~~subject to ~~Possible~~possible ~~Redemption~~redemption to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital (if available) and accumulated deficit. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

WeNet ~~account~~Income ~~for~~Per ~~its~~Ordinary ~~Class A~~Share ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, 12,754,784 shares of Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheet.

~~paid-in~~We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period.

~~Net~~The ~~Income~~calculation ~~Per~~of ~~Ordinary~~diluted ~~Share~~net income (loss) does not consider the effect of the warrants underlying the Units sold in the IPO (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 4,403,294 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2022 and for the period from January 8, 2021 (inception) through December 31, 2022. Remeasurement associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

We ~~comply~~have ~~with~~considered ~~accounting~~the ~~and~~effect ~~disclosure requirements~~ of ~~FASB~~Class B ~~ASC~~ordinary ~~Topic~~shares ~~260,~~that ~~“Earnings~~were ~~Per~~excluded ~~Share.”~~from Wethe ~~have~~weighted ~~two~~average ~~classes~~number of shares, ~~which~~outstanding ~~are~~for ~~referred~~the tobasic calculation as ~~Class A~~they ~~ordinary~~were ~~shares~~contingent ~~and~~on ~~Class B~~the ~~ordinary~~exercise ~~shares.~~of ~~Income~~over-allotment ~~and~~option ~~losses~~by ~~are~~the ~~shared~~underwriters. ~~pro~~Since ~~rata~~the ~~between~~contingency ~~the~~was ~~two~~satisfied, ~~classes~~we ofhave included these shares. ~~Net~~in ~~income~~the ~~(loss)~~weighted ~~per~~average ~~common~~number ~~share~~as isof ~~calculated~~the bybeginning ~~dividing~~of the ~~net~~period ~~income~~to ~~(loss)~~determine by the ~~weighted~~dilutive ~~average~~impact of these shares, resulting in a greater number of Class B ordinary shares ~~outstanding~~being included in weighted average shares for the ~~respective~~diluted ~~period.~~calculation for the applicable periods.

~~The~~Recent ~~calculation~~Accounting ofStandards diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the IPO (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 4,403,294 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021 and for the period from January 8, 2021 (inception) through December 31, 2021. Remeasurement associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

WeIn ~~have~~June ~~considered~~2022, the ~~effect~~FASB issued ASU 2022-03, ASC Subtopic 820, “Fair Value Measurement of ~~Class B~~Equity ~~ordinary~~Securities ~~shares~~Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that ~~were~~a ~~excluded~~contractual ~~from~~sales ~~weighted~~restriction ~~average~~is ~~number~~not asconsidered ~~they~~in ~~were~~measuring ~~contingent~~an onequity ~~the~~security ~~exercise~~at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of ~~over~~equity and equity-~~allotment~~linked ~~option~~securities bymeasured ~~the~~at ~~underwriters~~fair value. ~~Since~~The ~~the~~amendments ~~contingency~~in ~~was~~this ~~satisfied,~~ASU weare ~~included~~effective ~~these~~for ~~shares~~the Company in ~~the~~fiscal ~~weighted~~years ~~average~~beginning ~~number~~after asDecember 15, of2023, ~~the~~and ~~beginning~~interim ofperiods ~~the~~within those fiscal years. Early adoption is permitted for both interim ~~period~~and toannual ~~determine~~financial ~~the~~statements ~~dilutive~~that have not yet been issued or made available for issuance. We are still evaluating the impact of ~~these~~this ~~shares~~pronouncement on the consolidated financial statements.

54Our management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

~~Table~~60 ~~of Contents~~

RecentTable Accountingof Standards Contents

~~No. 2020~~Off-~~06,~~Balance Sheet Arrangements

~~470~~As of December 31, 2022 and 2021, we did not have any off-20balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

~~815-40):~~JOBS Act

~~2020-06~~The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

~~2020~~Additionally, we have evaluated the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-06emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

~~Our~~ITEM 7A. ~~management~~QUANTITATIVE ~~does~~AND ~~not~~QUALITATIVE ~~believe~~DISCLOSURES ~~that~~ABOUT ~~any~~MARKET ~~other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements~~RISK.

55We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

~~Table~~61 ~~of Contents~~

ITEM 7A.Table QUANTITATIVEof AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Contents

~~12b-2~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 688)		F-2
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2022 and 2021		F-3
Consolidated Statements of Operations for the year ended December 31, 2022 and for the period from January 8, 2021 (inception) through December 31, 2021		F-4
Consolidated Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2022 and for the period from January 8, 2021 (inception) through December 31, 2021		F-5
Consolidated Statements of Cash Flows for the year ended December 31, 2022 and for the period from January 8, 2021 (inception) through December 31, 2021		F-6
Notes to Consolidated Financial Statements		F-7

~~Table~~F of- ~~Contents~~1

~~ITEM 8.~~Table ~~FINANCIAL~~of ~~STATEMENTS AND SUPPLEMENTARY DATA.~~ Contents

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 688)		F-2
Financial Statements
Balance Sheet as of December 31, 2021		F-3
Statement of Operations for the Period from January 8, 2021 (Inception) through December 31, 2021		F-4
Statement of Changes in Shareholders’ Deficit for the Period from January 8, 2021 (Inception) through December 31, 2021		F-5
Statement of Cash Flows for the period from January 8, 2021 (inception) through December 31, 2021		F-6
Notes to Financial Statements		F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~F-1~~To the Shareholders and Board of Directors of

~~Table~~European ofBiotech ~~Contents~~Acquisition Corp.

~~REPORT~~Opinion OFon ~~INDEPENDENT~~the ~~REGISTERED~~Financial ~~PUBLIC ACCOUNTING FIRM~~ Statements

We have audited the accompanying consolidated balance sheets of European Biotech Acquisition Corp. (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations

~~To the Shareholders and Board of Directors of~~ ,

changes in shareholders’ deficit and cash flows for the year ended December 31, 2022 and for the period from January 8, 2021 (inception) through December 31, 2021, and the related notes

(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from January 8, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

~~European Biotech Acquisition Corp.~~ E

~~Opinion~~xplanatory ~~on the Financial Statements~~ Paragraph

We ~~have~~– ~~audited~~Going the accompanying balance sheet of European Biotech Acquisition Corp. (the “Company”) as of December 31, 2021, the related statements of operations, changes in shareholders’ deficit and cash flows for the period from January 8, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from January 8, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Concern

~~Explanatory~~The ~~Paragraph~~accompanying –consolidated ~~Going~~financial ~~Concern~~statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the consolidated financial statements, the Company’s business plan is dependent on the completion of a business combination and the Company currently has a mandatory liquidation date of March 18, 2023. The Company has also determined that it will not have sufficient cash to cover obligations that come due within one year after issuance. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The~~Basis ~~accompanying~~for financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination and the Company currently has a mandatory liquidation date of March 18, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Opinion

~~Basis~~These ~~for~~financial ~~Opinion~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~These~~We ~~financial~~conducted ~~statements~~our ~~are~~audits in accordance with the ~~responsibility~~standards of the ~~Company’s management~~PCAOB. ~~Our~~Those ~~responsibility~~standards isrequire tothat ~~express~~we anplan ~~opinion~~and onperform the ~~Company’s~~audits to obtain reasonable assurance about whether the financial statements ~~based~~are onfree ~~our~~of ~~audit~~material misstatement, whether due to error or fraud. WeThe ~~are~~Company ais ~~public~~not ~~accounting~~required ~~firm~~to ~~registered~~have, ~~with~~nor ~~the~~were ~~Public~~we ~~Company~~engaged ~~Accounting~~to ~~Oversight~~perform, ~~Board~~an ~~(United~~audit ~~States)~~of ~~(“PCAOB”)~~its ~~and~~internal control over financial reporting. As part of our audits we are required to beobtain ~~independent~~an ~~with~~understanding ~~respect~~of tointernal ~~the~~control ~~Company~~over infinancial ~~accordance~~reporting ~~with~~but ~~the~~not ~~U.S.~~for ~~federal~~the ~~securities~~purpose ~~laws~~of ~~and~~expressing ~~the~~an ~~applicable~~opinion ~~rules~~on ~~and~~the ~~regulations~~effectiveness of the ~~Securities~~Company’s ~~and~~internal ~~Exchange~~control ~~Commission~~over ~~and~~financial ~~the~~reporting. ~~PCAOB~~Accordingly, we express no such opinion.

WeOur ~~conducted~~audits ~~our~~included ~~audit~~performing inprocedures ~~accordance~~to ~~with~~assess the ~~standards~~risks of ~~the~~material ~~PCAOB.~~misstatement ~~Those~~of ~~standards require that we plan and perform~~ the ~~audit to obtain reasonable assurance about whether the~~ financial statements ~~are free of material misstatement~~, whether due to error or fraud., ~~The~~and ~~Company~~performing isprocedures ~~not~~that ~~required~~respond to ~~have,~~those ~~nor~~risks. ~~were~~Such weprocedures ~~engaged~~included ~~to perform~~examining, anon ~~audit~~a oftest ~~its~~basis, ~~internal~~evidence ~~control~~regarding ~~over~~the ~~financial~~amounts ~~reporting.~~and Asdisclosures ~~part~~in ofthe ~~our~~financial ~~audit~~statements. weOur ~~are~~audits ~~required~~also toincluded ~~obtain~~evaluating anthe ~~understanding~~accounting ofprinciples ~~internal~~used ~~control~~and ~~over~~significant ~~financial~~estimates ~~reporting~~made ~~but~~by ~~not~~management, ~~for~~as ~~the~~well ~~purpose~~as ofevaluating ~~expressing~~the anoverall ~~opinion~~presentation onof the ~~effectiveness~~financial ofstatements. ~~the~~We ~~Company’s~~believe ~~internal~~that ~~control~~our ~~over~~audits ~~financial~~provide ~~reporting.~~a ~~Accordingly,~~reasonable webasis ~~express~~for noour ~~such~~ opinion.

~~Our~~/s/ ~~audit~~Marcum ~~included~~LLP performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Marcum LLP

~~LLP~~We have served as the Company’s auditor since 2021.

WeNew ~~have~~York, ~~served~~NY ~~as the Company’s auditor since 2021.~~

~~New~~February ~~York~~27, NY2023

~~March 31,~~F ~~2022~~- 2

~~F-2~~Table of Contents

~~Table~~EUROPEAN ofBIOTECH ~~Contents~~ACQUISITION CORP.

~~EUROPEAN~~CONSOLIDATED ~~BIOTECH~~BALANCE ~~ACQUISITION~~SHEETS ~~CORP.~~

BALANCE SHEET


	December 31,
	2022			2021

Assets
Current assets:
Cash	$	308,488		$	868,280
Prepaid expenses		48,149			48,190

Total current assets		356,637			916,470
Investments held in Trust Account		129,396,138			127,556,289

Total Assets	$	129,752,775		$	128,472,759

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	359,537		$	57,906
Accrued expenses		403,088			447,295
Capital tax payable		32,943			—

Total current liabilities		795,568			505,201
Derivative warrant liabilities		1,320,990			2,641,980
Deferred legal fees		1,967,744			—
Deferred underwriting commissions		4,464,174			4,464,174

Total liabilities		8,548,476			7,611,355

Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 12,754,784 shares at redemption value of $10.13 and $10.00 per share as of December 31, 2022 and 2021, respectively		129,263,195			127,547,840
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and 2021		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 455,096 shares issued and outstanding (excluding 12,754,784 shares subject to possible redemption) as of December 31, 2022 and 2021		46			46
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,188,696 shares issued and outstanding as of December 31, 2022 and 2021		319			319
Additional paid-in capital		—			—
Accumulated deficit		(8,059,261	)		(6,686,801	)

Total shareholders’ deficit		(8,058,896	)		(6,686,436	)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	129,752,775		$	128,472,759

~~December 31,~~The ~~2021~~accompanying notes are an integral part of these consolidated financial statements.

Assets
Current assets:
Cash	$	868,280
Prepaid expenses		48,190
Total current assets		916,470
Investments held in Trust Account		127,556,289
Total Assets	$	128,472,759
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	57,906
Accrued expenses		447,295
Total current liabilities		505,201
Derivative warrant liabilities		2,641,980
Deferred underwriting commissions		4,464,174
Total liabilities		7,611,355
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 12,754,784 shares at $10.00 per share		127,547,840
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 455,096 shares issued and outstanding (excluding 12,754,784 shares subject to possible redemption)		46
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,188,696 shares issued and outstanding		319
Additional paid-in capital		—
Accumulated deficit		(6,686,801	)
Total shareholders’ deficit		(6,686,436	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	128,472,759

F - 3

~~The~~Table ~~accompanying notes are an integral part~~ of ~~these financial statements.~~ Contents

3EUROPEAN BIOTECH ACQUISITION CORP.

~~Table~~CONSOLIDATED ofSTATEMENTS ~~Contents~~OF OPERATIONS

EUROPEAN BIOTECH ACQUISITION CORP.


	For the Year Ended December 31, 2022			For The Period From January 8, 2021 (Inception) Through December 31, 2021

General and administrative expenses	$	2,594,033		$	912,095
General and administrative expenses—related party		190,968			187,742
Capital tax expense		32,943			—

Loss from operations		(2,817,944	)		(1,099,837	)
Other income (expenses):
Change in fair value of derivative warrant liabilities		1,320,990			2,884,910
Income from investments held in Trust Account		1,839,849			8,445
Offering costs associated with derivative warrant liabilities		—			(314,846	)

Net income	$	342,895		$	1,478,672

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		12,754,784			10,199,476

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.02		$	0.11

Weighted average shares outstanding of non-redeemable Class A ordinary shares and Class B ordinary shares, basic		3,643,792			3,409,725

Basic net income per share, non-redeemable Class A ordinary shares and Class B ordinary shares	$	0.02		$	0.11

Weighted average shares outstanding of non-redeemable Class A ordinary shares and Class B ordinary shares, diluted		3,643,792			3,465,069

Diluted net income per share, non-redeemable Class A ordinary shares and Class B ordinary shares	$	0.02		$	0.11

~~STATEMENT~~The OFaccompanying ~~OPERATIONS~~notes are an integral part of these consolidated financial statements.

F -

	For the Period from January 8,2021 (inception) throughDecember 31, 2021
General and administrative expenses	$	912,095
General and administrative expenses - related party		187,742
Loss from operations		(1,099,837	)
Other income (expenses):
Change in fair value of derivative warrant liabilities		2,884,910
Income from investments held in trust		8,445
Offering costs associated with derivative warrant liabilities		(314,846	)
Net income	$	1,478,672
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		10,199,476
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.11
Basic weighted average shares outstanding of non-redeemable Class A ordinary shares and Class B ordinary shares		3,409,725
Basic net income per share, non-redeemable Class A ordinary shares and Class B ordinary shares	$	0.11
Diluted weighted average shares outstanding of non-redeemable Class A ordinary shares and Class B ordinary shares		3,465,069
Diluted net income per share, non-redeemable Class A ordinary shares and Class B ordinary shares	$	0.11

~~The~~Table ~~accompanying notes are an integral part~~ of ~~these financial statements.~~ Contents

4EUROPEAN BIOTECH ACQUISITION CORP.

~~Table~~CONSOLIDATED ofSTATEMENTS ~~Contents~~OF CHANGES IN SHAREHOLDERS’ DEFICIT

~~EUROPEAN~~FOR ~~BIOTECH~~THE ~~ACQUISITION~~YEAR ~~CORP.~~ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FROM JANUARY 8, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT


	Ordinary Shares								Additional				Total
	Class A				Class B				Paid-in		Accumulated		Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit		Deficit

Balance— January 8, 2021 (inception)		—	$	—		—	$	—	$	—	$	—	$	—
Issuance of Class B ordinary shares to Sponsor		—		—		3,450,000		345		24,655		—		25,000
Sale of units in private placement, less allocation to derivative warrant liabilities		440,000		44		—		—		4,210,756		—		4,210,800
Sale of units in private placement, less allocation to derivative warrant liabilities, gross (over-allotment)		15,096		2		—		—

Filing Compare · European Biotech Acquisition Corp.