UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 10-K

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

☒For ~~ANNUAL~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~December 1331, ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2021

For the fiscal year ended December 31, 2020

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

For the transition period from to

Commission File No. 001-39643

Tekkorp Digital Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1553327
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1980 Festival Plaza Drive, Ste #300 Las Vegas, NV		89135
(Address of Principal Executive Offices)		(Zip Code)

1980 Festival Plaza Drive, Ste #300 Las Vegas, NV		89135
(Address of Principal Executive Offices)		(Zip Code)

(702) 879-9687
(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol^(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	TEKKU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	TEKK	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	TEKKW	The Nasdaq Stock Market LLC

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

None

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

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

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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use 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 by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

AsThe ofaggregate ~~June~~market ~~30,~~value ~~2020 (the last business day~~ of the Registrant’s ~~most recently completed second fiscal quarter), the Registrant’s securities were not publicly traded. The Registrant’s~~ Class A ordinary shares outstanding, ~~par~~other ~~value~~than ~~$0.0001~~shares ~~per~~held ~~share,~~by ~~began~~persons ~~trading on~~who ~~the~~may ~~Nasdaq~~be ~~Stock~~deemed affiliates ~~Market~~of ~~LLC~~the ~~separately~~Registrant, ~~from~~computed ~~its~~as ~~Units~~of onJune ~~December 14~~30, ~~2020.~~2021 ~~The~~(the ~~aggregate~~last ~~market~~business ~~value~~day of the Registrant’s ~~Class~~ Amost ~~ordinary~~recently ~~shares~~completed ~~outstanding,~~second fiscal ~~other than shares held by persons who may be deemed affiliates of the Registrant~~quarter), ~~at December 31, 2020~~ was approximately $~~252~~244,000,000.

As of ~~May~~March 283, ~~2021~~2022, there were 25,000,000 units of the Registrant’s Class A ordinary shares and 6,250,000 of the Registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

Tekkorp Digital Acquisition Corp. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, ~~2020~~2021 TABLE OF CONTENTS

			Page	~~Page~~
PART I.				1
Part I.			1
Item 1.	~~Item 1.~~Business	~~Business~~	1	1
	Item 1.A.	Risk Factors		6
	Item 1.A. Risk Factors		6
	Item 1.B.	Unresolved Staff Comments.		37
	Item 1.B. Unresolved Staff Comments		40
Item 2.	~~Item 2.~~Properties	~~Properties.~~	40	37
Item 3.	~~Item~~Legal 3.Proceedings	~~Legal Proceedings.~~	40	37
Item 4.	~~Item~~Mine 4.Safety Disclosures	~~Mine Safety Disclosures.~~	40	37
PART II.				38
Part II.			41
Item 5.	~~Item~~Market 5.for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~	41	38
Item 6.	~~Item 6.~~[Reserved]	~~Selected Financial Data.~~	42	39
Item 7.	~~Item~~Management’s 7.Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~	42	39
	Item 7.A.	Quantitative and Qualitative Disclosure About Market Risk.		42
	Item 7.A. Quantitative and Qualitative Disclosure About Market Risk		45
Item 8.	~~Item~~Financial 8.Statements and Supplementary Data	~~Financial Statements and Supplementary Data~~	45	~~F-1~~
Item 9.	~~Item~~Changes 9.in and Disagreements With Accountants on Accounting and Financial Disclosure	~~Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.~~	46	43
	Item 9.A.	Controls and Procedures.		43
	Item 9.A. Controls and Procedures		46
	Item 9.B.	Other Information.		43
	Item 9.B. Other Information		46
PART III.				44
	Item 9.C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection		46
	Item 10.	Directors, Executive Officers and Corporate Governance.		44
Part III.			47
	Item 11.	Executive Compensation.		53
Item 10.	Directors, Executive Officers and Corporate Governance		47
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.		54
Item 11.	Executive Compensation		56
	Item 13.	Certain Relationships and Related Transactions, and Director Independence.		56
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		57
	Item 14.	Principal Accounting Fees and Services.		57
Item 13.	Certain Relationships and Related Transactions, and Director Independence		58
PART IV.				59
Item 14.	Principal Accounting Fees and Services		60
	Item 15.	Exhibits, Financial Statement Schedules.		59
Part IV.			61
	Item 16.	Form 10-K Summary.		59
Item 15.	Exhibits, Financial Statement Schedules		61
Item 16.	Form 10-K Summary		63

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

This Annual Report on Form 10-K contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding ~~the~~ our financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “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.

The forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:

●

our being a company with no operating history and no operating revenues;

●

our ability to select an appropriate target business or businesses;

● our ability to complete our initial Business Combination (as defined below);

●

our expectations around the performance of a prospective target business or businesses;

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;

●

our directors and officers allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination;

●

the ability of our directors and officers to generate a number of potential Business Combination opportunities;

●

our potential ability to obtain additional financing to complete our initial Business Combination;

●

our pool of prospective target businesses;

● our ability to consummate an initial Business Combination due to the uncertainty resulting from the ~~recent~~ COVID-19 pandemic and other events (such as terrorist attacks, natural disasters, global hostilities, or a significant outbreak of other infectious diseases);

●

our public securities’ potential liquidity and trading;

●

the lack of a market for our securities;

●

the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

●

the Trust Account not being subject to claims of third parties; and

●

our financial performance.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~PART~~ Part I.

References in this Annual Report on Form 10-K (this “Annual Report”) to “we,” “us,” “our” or the “Company” are to Tekkorp Digital Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Tekkorp JEMB LLC, a Cayman Islands limited liability company. References to our “initial shareholders” refer to the holders of our Class B ordinary shares, par value $0.0001 per share (“founder shares”).

Item 1. Business.

Overview

We are a blank check company incorporated on August 14, 2020, as a Cayman Islands exempted company, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). While we may pursue an initial Business Combination target in any industry or geographic location, we intend to focus our search for a target business operating in the consumer internet, mobile gaming or broader technology sectors. Our sponsor is Tekkorp JEMB LLC, a Cayman Islands limited liability company (the “Sponsor”).

Our registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on October 21, 2020. On October 26, 2020, we consummated our Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $12.65 million, inclusive of approximately $8.05 million in deferred underwriting commissions.

Substantially concurrently with the closing of the Initial Public Offering, we consummated the private placement (the “Private Placement”) of 7,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to ~~the~~our Sponsor, Irwin Apartment Trust, a trust for the benefit of the issue of Eric Matejevich, our Chief Financial Officer, and Robin Chhabra, our President, generating gross proceeds of $7.0 million.

Upon the closing of the Initial Public Offering and the Private Placement, $250.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by ~~the Company~~us, until the earlier of: (i) the completion of an initial Business Combination and (ii) the distribution of the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of ~~its~~our Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward ~~consummating~~ consummating our initial Business Combination. Our initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in Trust) at the time we sign a definitive agreement in connection with 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.

We intend to effectuate a Business Combination using the proceeds from the Initial Public Offering and Private Placement, and from additional issuances of, if any, our capital stock and our debt, or a combination of cash, stock and debt. We have not engaged in, and we will not engage in, any operations until we complete a Business Combination, and we have not generated any operating revenue to date. We will not generate any operating revenues until after completion of our initial Business Combination, at the earliest. Our entire activity since inception through December 31, 2021 related to our formation, the preparation for the Initial Public Offering, and following the closing of the Initial Public Offering, the search for a prospective initial Business Combination. Based on our business activities, we are a “shell company” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”), because we have no operations and nominal assets consisting almost entirely of cash.

We intend to effectuate a Business Combination using the proceeds from the Initial Public Offering and Private Placement, and from additional issuances of, if any, our capital stock and our debt, or a combination of cash, stock and debt. We have not engaged in, and we will not engage in, any operations until we complete a Business Combination, and we have not generated any operating revenue to date. We will not generate any operating revenues until after completion of our initial Business Combination, at the earliest. Our entire activity since inception through December 31, 2020 related to our formation, the preparation for the Initial Public Offering, and following the closing of the Initial Public Offering, the search for a prospective initial Business Combination. Based on our business activities, we are a “shell company” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”), because we have no operations and nominal assets consisting almost entirely of cash.

We will provide the holders of our Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of our initial Business Combination or conduct a tender offer will be made by us. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions we pay to the underwriters of the Initial Public Offering.

If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account, less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable, 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 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.

Effecting a Business Combination

Our Business Strategy

While we may pursue an initial Business Combination opportunity in any industry or sector, we intend to identify and acquire a business within the broader digital media, sports, entertainment, leisure and/or gaming ecosystems with an enterprise valuation between $1.0 billion and $2.0 billion. We believe the digital media, sports, entertainment, leisure and gaming industries possess attractive opportunities given the secular consumer shift from physical/analog products to digital/online offerings and the industries’ existing consumer demand. Examples of verticals within the digital ecosystem that we intend to focus on include online media and marketing, sports, gaming, mobile gaming, social gaming, lottery, bingo, e-sports, daily fantasy sports, as well as specialized data, analytic and technology companies. Further targeting within these verticals is expected to be focused around the following:

●

Media/Content and Affiliates: Manage properties and platforms that attract and engage customers and assist in their retention and monetization.

●

Sports, Gaming and Social Operators: Operate innovative casino and sports betting sites that are either purely online or integrated with traditional land-based casino businesses.

●

Platforms and Content Suppliers: Supply operators with the underlying sports betting and gaming platforms and content, including casino and bingo games, lottery, e-sports and social gaming offerings. Additionally, companies within this category can provide back-end services such as player registration, cash deposit services and KYC services.

●

Data Rights and Technology Infrastructure: Provide operators with data hosting capabilities, high-speed video and audio transmission, data rights and data collection, big data and artificial intelligence (AI) analytics, and risk management.

The digital sports and gaming market currently accounts for only a fraction of the broader global gaming industry and we believe that it has significant momentum to gain more market share. A secular shift from analog to digital has disrupted the overall market and gaming is not an exception. As of 2019, digital sports and gaming accounted for only 13% of the $464 billion global gaming industry, while H2 Gambling Capital estimates that the global gaming industry will reach $531 billion in 2025 and that digital sports and gaming will control 19% of the total market. Further, the current U.S. broader digital sports and gaming market remains in its early stages relative to similar European countries that have more mature digital gaming marketplaces. Additionally, recent regulatory tailwinds in the U.S. have provided significant momentum for digital sports and gaming. Specifically, in May 2018, the Professional and Amateur Sports Protection Act of 1992 (PAPSA) was judicially overturned by the U.S. Supreme Court, leading to the legalization of sports betting in 23 states. As the United States’ gaming industry continues to develop through state-by-state legislative sanctioning, digital gaming and sports betting’s U.S. total addressable market is expected to mature at approximately $40 billion, while the global and U.S. total addressable markets are expected to reach approximately $100 billion and $18 billion by 2025, respectively. According to a Macquarie Capital report, digital gaming revenue in the U.S. is expected to grow at a CAGR of 53% between 2019 and 2025. In 2003, digital gaming accounted for only 4% of the United Kingdom’s total gross gaming revenue, while in 2019 it had grown to 45% of the United Kingdom’s total gross gaming revenue and is expected to reach 54% by 2025. Given similarities to the United Kingdom market, we believe there is opportunity to achieve comparable levels of digital penetration in the U.S. Over the past decade, companies within the European digital gaming market have experienced low double-digit annual growth, and we believe that, based on demand observed in the U.S., these businesses would be poised to achieve higher double-digit annual growth as they capitalize on the U.S. market’s expansion.

Business Combination Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial Business Combination opportunities, but we may decide to enter into our initial Business Combination with a target business that does not meet these criteria and guidelines.

●

Size: We intend to target companies whose enterprise valuation is between $1.0 billion and $2.0 billion. Companies of this size tend to have a well-developed business, and we believe offer the potential for long-term shareholder return.

●

Growth: We intend to seek companies in the digital media, sports, entertainment, leisure and/or gaming ecosystems that we believe are on a promising growth path, driven by a sustainable competitive advantage, with opportunities for acceleration by a partnership with us. We expect to target companies that have experienced significant organic growth, and that we believe are well-positioned to capture additional market share in the expanding digital media, sports, entertainment, leisure and/or gaming industries through both accelerated organic and external growth.

●

Strong management team: We intend to seek companies with proven and accomplished management teams that are eager to work together with and benefit from our management team’s expertise. We intend to devote significant resources to analyzing and reaching alignment among a target’s management and its stakeholders.

●

Robust regulatory and financial controls: We intend to seek companies with robust compliance, financial controls and reporting processes in place and that we believe are ready for the regulatory requirements of a public entity. If a company we are seeking lacks the appropriate compliance and reporting, we believe our management team will be able to implement public company reporting, compliance and financial controls.

●

Platform for growth via acquisitions: We intend to acquire a company that can serve as a platform for executing additional accretive acquisitions with the potential to significantly enhance shareholder value.

●

Benefit from being public: We intend to work with management and stakeholders who aspire to have their company become a public entity and generate substantial growth. The benefits of transitioning from a private to a public entity may include broader access to debt and equity capital providers, liquidity for employees and potential acquisitions, and expanded branding in the marketplace.

●

Reputation and market acceptance: We intend to seek companies that we believe have defensible proprietary technology and intellectual property rights that are significantly differentiated and superior to the industry standard. We believe these criteria will provide defensive market share and leverage our ability to grow faster than the broader industry.

●

Appropriate valuations: We view ourselves as rigorous, disciplined and valuation-centric investors, with a keen understanding of market value, upside and potential downside risks. We believe our past experience successfully acquiring companies will provide us with the ability to acquire companies within our search criteria at appropriate valuations relative to industry comparables and the ability to enhance and create value for shareholders over the long term.

These criteria are not intended to be exhaustive or required. Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines, we will disclose that fact in our shareholder communications related to our initial Business Combination, which would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us.

Additional Disclosures

Our Acquisition Process

~~Prior~~Our directors and officers presently have, 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. Several of our directors and officers are also directors or director nominees and officers, respectively, of Tekkorp Digital Acquisition Corp. II (“Tekkorp Digital II”), a special purpose acquisition company (“SPAC”) similar to ours that is currently in registration. Each of Matthew Davey, our Chief Executive Officer and director, Robin Chhabra, our President, and Eric Matejevich, our Chief Financial Officer, is also the ~~consummation~~Chief Executive Officer and Chairman of the board of directors, President and Chief Financial Officer, respectively, of Tekkorp Digital II. Two of our ~~initial~~directors, ~~public~~Thomas ~~offering~~Roche and Tony Rodio, weare ~~have~~also ~~not~~directors ~~selected~~nominees of Tekkorp Digital II. Accordingly, if any of our directors or officers becomes aware of a Business Combination ~~target~~opportunity ~~and~~that weis ~~have~~suitable ~~not~~for an entity to which he or she has then-current fiduciary or contractual obligations, he ~~nor~~or she may need to honor these fiduciary or contractual obligations to present such Business Combination opportunity to such entity, ~~has~~or ~~anyone~~in onthe ~~our~~case ~~behalf~~of a non-compete restriction, ~~initiated~~may ~~any~~not ~~substantive~~present ~~discussions~~such opportunity to us at all, ~~directly~~subject to his or ~~indirectly~~her fiduciary duties under Cayman Islands law. We do not believe, ~~with~~however, ~~any~~that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue Business Combination ~~target~~opportunities or complete our initial Business Combination. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential Business Combinations and monitoring the related due diligence. See “Item 1A. Risk Factors — Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.”

Our directors and officers presently have, 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. Accordingly, if any of our directors or officers becomes aware of a Business Combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such Business Combination opportunity to such entity, or in the case of a non-compete restriction, may not present such opportunity to us at all, subject to his or her fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue Business Combination opportunities or complete our initial Business Combination. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential Business Combinations and monitoring the related due diligence. See “Item 1A. Risk Factors — Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.”

Initial Business Combination

The Nasdaq Stock Market LLC (“Nasdaq”) listing rules require that our initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account). We refer to this as the 80% fair market value test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial Business Combination, although there is no assurance that will be the case.

We anticipate structuring our initial Business Combination so that the post-transaction company in which our Public Shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial Business Combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial Business Combination could own less than a majority of our issued and outstanding shares subsequent to our initial Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If our initial Business Combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq, we would no longer be required to meet the foregoing 80% fair market value test.

Competition

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. Additionally, the number of blank check companies looking for Business Combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing Business Combinations. While we believe there are numerous target businesses we could potentially acquire with the net proceeds from our Initial Public Offering and Private Placement, 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, in the event we seek shareholder approval of our initial Business Combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially 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 completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

~~Employees~~Human Capital

We currently have three officers and do not intend to have any full-time employees prior to the completion of our initial Business Combination. Members of our management team 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 that any such person will devote in any time period will vary based on whether a target business has been selected for our initial Business Combination and the current stage of the Business Combination process.

Item 1.A. Risk Factors.

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, including our financial statements and related notes, before making 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. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results.

Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination

Our Public 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 Public Shareholders do not support such a combination.

We may not hold a shareholder vote to approve our initial Business Combination unless the Business Combination would require shareholder approval under applicable law or stock exchange rules or if we decide to hold a shareholder vote for business or other reasons. For instance, Nasdaq listing rules currently allow us to engage in a tender offer in lieu of a general meeting, but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares to a target business as consideration in any Business Combination. Therefore, if we were structuring a Business Combination that required us to issue more than 20% of our issued and outstanding shares, we would seek shareholder approval of such Business Combination. However, except as required by applicable law or stock exchange rules, the decision as to whether we will seek shareholder approval of a proposed Business Combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may consummate our initial Business Combination even if holders of a majority of the issued and outstanding ordinary shares do not approve of the Business Combination we consummate.

If we seek shareholder approval of our initial Business Combination, our initial shareholders, directors and officers have agreed to vote in favor of such initial Business Combination, regardless of how our Public Shareholders vote.

Unlike some other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the Public Shareholders in connection with an initial Business Combination, our initial shareholders, directors and officers have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into ~~with~~ with us, to vote their founder shares and any Public Shares held by them in favor of our initial Business Combination. As a result, in addition to our initial shareholders’ founder shares, we would need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 25,000,000 Public Shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination in order to have such initial Business Combination approved. Our directors and officers have also entered into a letter agreement, imposing similar obligations on them with respect to Public Shares acquired by them, if any. The number of Public Shares set forth above that would need to be voted in favor of an initial Business Combination would be reduced to the extent of any Public Shares held by our initial shareholders, directors and officers, including to the extent that Mr. Bailey and/or an entity affiliated with Mr. Bailey purchased ~~units~~Units in the Initial Public Offering. We expect that our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares at the time of any such shareholder vote. Accordingly, if we seek shareholder approval of our initial Business Combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our Public Shareholders.

Your only opportunity to affect the investment decision regarding a potential Business Combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such Business Combination.

Since our board of directors may complete a Business Combination without seeking shareholder approval, Public Shareholders may not have the right or opportunity to vote on the Business Combination, unless we seek such shareholder approval. Accordingly, if we do not seek shareholder approval, 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.

The ability of our Public Shareholders to redeem their shares for cash may make our financial condition unattractive to potential Business Combination targets, which may make it difficult for us to enter into a Business Combination with a target.

We may seek to enter into a Business Combination 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, as a result, would not be able to proceed with the Business Combination. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with a Business Combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial Business Combination. If we are able to consummate an initial Business Combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay and the payment of the deferred underwriting commissions. Furthermore, in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial Business Combination. 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 an alternate Business Combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a Business Combination transaction with us.

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.

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, we will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable Business Combination available to us or optimize our capital structure.

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.

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 increases. If our initial Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open 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.

The requirement that we complete our initial Business Combination within the prescribed time frame 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.

Any potential target business with which we enter into negotiations concerning a Business Combination will be aware that we must complete our initial Business Combination within 24 months from the closing of the Initial Public Offering. Consequently, such target business may obtain leverage over us in negotiating a Business Combination, knowing that if we do not complete our initial Business 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 end of such time period. 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. In July 2021, the SEC charged a SPAC for misleading disclosures, which could have been corrected with more adequate due diligence, and obtained substantial relief against the SPAC and its sponsor. Although we invest in due diligence efforts and commit management time and resources to such efforts, there can be no assurance that our due diligence will unveil all potential issues with a target business and that we or our sponsor will not become subject to regulatory actions related to such efforts.

We may not be able to complete our initial Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our Public Shareholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our Sponsor, directors and officers have agreed that we must complete our initial Business Combination within 24 months from the closing of the Initial Public Offering. We may not be able to find a suitable target business and complete our initial Business Combination within such time period. Our ability to complete our initial Business Combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the ~~outbreak of~~ COVID-19 ~~continues~~ topandemic ~~grow~~continues both in the U.S. and globally and, while the extent of the impact of the ~~outbreak~~pandemic on us will depend on future developments, it could limit our ability to complete our initial Business Combination, including as a result of increased ~~market~~ market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the ~~outbreak of~~ COVID-19 pandemic and other events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire.

If we have not completed our initial Business Combination within such time period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 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 which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) 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 each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our Public Shareholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, 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 share” and other risk factors herein.

Our search for a Business Combination, and any target business with which we ultimately consummate a Business Combination, may be materially adversely affected by the coronavirus (“COVID-19”) pandemic and other events and the status of debt and equity markets.

The COVID-19 pandemic has adversely affected, and other events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of 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 or other events restrict travel or limit the ability to have meetings with potential investors, or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a Business Combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 variants 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, global hostilities or a significant outbreak of other infectious diseases) continue for a prolonged 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.

~~Our search~~In ~~for~~addition, aour ~~Business~~ability ~~Combination,~~to ~~and~~consummate ~~any~~a ~~target~~transaction ~~business~~may ~~with~~be ~~which~~dependent on wethe ~~ultimately~~ability ~~consummate~~to araise ~~Business~~equity ~~Combination,~~and debt financing which may be ~~materially~~ ~~adversely~~impacted ~~affected~~ by ~~the coronavirus (“~~COVID-19”) ~~outbreak~~ and other events ~~and~~(such ~~the~~as ~~status~~terrorist attacks, natural disasters, global hostilities or a significant outbreak of ~~debt~~other ~~and~~infectious diseases), including as a result of increased market volatility ~~equity~~and ~~markets~~decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

~~In December 2019~~Finally, ~~a novel strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout parts of~~ the ~~world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of~~ COVID-19 a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic~~.” The~~ ~~COVID-19 outbreak has adversely affected,~~ and other events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of other infectious diseases) ~~could~~may ~~adversely~~also ~~affect,~~have ~~economies and financial markets worldwide, business operations and~~ the ~~conduct~~effect of ~~commerce~~heightening many ~~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 or limit the ~~ability~~other torisks ~~have~~described ~~meetings with potential investors, or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction~~ in athis ~~timely~~“Risk ~~manner.~~Factors” ~~The extent to which COVID-19 impacts our search for a Business Combination will depend on future developments~~section, ~~which~~ ~~are~~such ~~highly~~as ~~uncertain~~those ~~and~~related ~~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~~market ~~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~~securities ~~to consummate a Business Combination, or the operations of a target business with which we ultimately consummate~~and across ~~Business~~border ~~Combination, may be materially adversely affected~~transactions.

~~In addition,~~If ~~our~~we ~~ability~~seek toshareholder ~~consummate~~approval aof ~~transaction~~our ~~may~~initial beBusiness ~~dependent~~Combination, our onSponsor, ~~the~~directors, ~~ability~~officers, toadvisors ~~raise~~or ~~equity~~any ~~and~~of ~~debt~~their ~~financing~~respective ~~which~~affiliates may be ~~impacted~~elect byto ~~COVID-19~~purchase ~~and~~shares ~~other~~or ~~events~~warrants ~~(such~~from asPublic Shareholders ~~terrorist~~or ~~attacks~~warrant holders, ~~natural~~which ~~disasters~~may orinfluence a ~~significant~~vote ~~outbreak~~on ~~of other infectious diseases), including as~~ a ~~result~~proposed ofBusiness ~~increased~~Combination ~~market volatility~~ and ~~decreased~~reduce ~~market~~the ~~liquidity~~public ~~and third-party financing being~~“float” ~~unavailable~~of onour ~~terms acceptable to us or at all~~securities.

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.

If we seek shareholder approval of our initial Business Combination, our Sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase shares or warrants from Public Shareholders, which may influence a vote on a proposed Business Combination and reduce the public “float” of our securities.

If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors or any of their respective affiliates may purchase Public Shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination.

Any such price per 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. Additionally, at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, officers, advisors or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination or not redeem their Public Shares. However, our Sponsor, directors, officers, advisors or any of their respective affiliates are 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. The purpose of such purchases could be to vote such shares in favor of our initial Business Combination and thereby increase the likelihood of obtaining shareholder approval of our initial Business Combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial Business Combination. This 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 securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

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.

We will comply with the tender offer rules or proxy 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 tender offer or proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy 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 tender or redeem Public Shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

You are not entitled to protections normally afforded to investors of some other blank check companies.

~~Because we~~We had net tangible assets in excess of $5,000,000 upon the successful completion of the Initial Public Offering and the Private Placement and filed a Current Report on Form 8-K, including an audited balance sheet of the company demonstrating this fact, we are exempt from certain rules promulgated by the SEC related to certain ~~protect investors in~~ blank check companies, such as Rule 419. Accordingly, investors are not afforded the benefits or protections of those rules. Among other things, this means we will have a longer period of time to complete our initial Business Combination than do companies subject to Rule 419. Moreover, if the Initial Public Offering was subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of an initial Business Combination.

If 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.

If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial 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.

Because of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete our initial Business Combination. If we have not completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.

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. Additionally, the number of blank check companies looking for Business Combination targets has increased compared to recent years and many of these blank check companies are Sponsored by entities or persons that have significant experience with completing Business Combinations. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial Business Combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially 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 completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per 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 share” and other risk factors herein.

As the number of special purpose acquisition companies increases, there may be more competition to find an attractive target for an initial Business Combination. This could increase the costs associated with completing our initial Business Combination and may result in our inability to find a suitable target for our initial Business Combination.10

~~In recent~~As ~~years,~~ the number of special purpose acquisition companies ~~that have been formed has increased substantially. Many companies have entered into Business Combinations with special purpose acquisition companies~~increases, ~~and~~ there may ~~are~~be ~~still~~more ~~many~~competition ~~special~~to ~~purpose~~find ~~acquisition companies~~an ~~seeking~~attractive ~~targets~~target for ~~their~~an initial Business Combination,. asThis ~~well~~could asincrease ~~many~~the ~~additional~~costs ~~special~~associated ~~purpose acquisition companies~~with ~~currently~~completing inour ~~registration.~~initial AsBusiness aCombination ~~result, at times, fewer attractive targets may be available,~~ and it may ~~require~~result ~~more~~in ~~time,~~our ~~effort and~~inability ~~resources~~ to ~~identify~~find a suitable target for anour initial Business Combination and/or complete our initial Business Combination.

In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many companies have entered into Business Combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies seeking targets for their initial Business Combination, as well as many additional special purpose acquisition companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to identify a suitable target for an initial Business Combination and/or complete our initial Business Combination.

In addition, because there are more special purpose acquisition companies seeking to enter into an initial Business Combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions or increases in the cost of additional capital needed to close Business Combinations or operate targets post-Business Combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find a suitable target for and/or complete our initial Business Combination.

If the funds not being held in the Trust Account are insufficient to allow us to operate for at least the 24 months following the closing of the Initial Public Offering, we may be unable to complete our initial Business Combination.

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

Of the funds available to us, we could use a portion of the funds to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or business combination agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to do so. If we enter into a letter of intent or business combination agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we have not completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per 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 share” and other risk factors herein.

Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to do so. If we enter into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we have not completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per 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 share” and other risk factors herein.

Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination.

~~In recent months~~Recently, the market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future.

The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-Business Combination entity might need to incur greater expense and/or accept less favorable terms. Furthermore, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-Business Combination’s ability to attract and retain qualified officers and directors.

In addition, after completion of any initial Business Combination, our directors and officers could be subject to potential liability from claims arising from conduct alleged to have occurred prior to such initial Business Combination. As a result, in order to protect our directors and officers, the post-Business Combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-Business Combination entity and could interfere with or frustrate our ability to consummate an initial Business Combination on terms favorable to our investors.

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

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

●

restrictions on the nature of our investments; and

●

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:

●

registration as an investment company with the SEC;

●

adoption of a specific form of corporate structure; and

●

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the Trust Account may be invested by the trustee 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 and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated under 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 completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.12

Changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.

We are and will be subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements, our Business Combination may be contingent on our ability to comply with certain laws and regulations and any post-Business Combination company may be subject to additional laws and regulations. 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, including as a result of changes in economic, political, social and government policies, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete our initial Business Combination, 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.

We may not hold an annual general meeting until after the consummation of our initial Business Combination. Our Public Shareholders will not have the right to elect or remove directors prior to the consummation of our initial Business Combination.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Cayman Islands Companies Act (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 discuss company affairs with management. In addition, as holders of our Class A ordinary shares, our Public Shareholders will not have the right to vote on the appointment of directors prior to consummation of our initial Business Combination. In addition, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

The grant of registration rights to our initial shareholders and their permitted transferees 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.

At or after the time of our initial Business Combination, our initial shareholders and their permitted transferees can demand that we register the resale of their founder shares after those shares convert to our Class A ordinary shares. In addition, our Sponsor and its permitted transferees can demand that we register the resale of the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants, and holders of warrants that may be issued upon conversion of working capital loans may demand that we register the resale of such warrants or the Class A ordinary shares issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial Business Combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders or their permitted transferees, our Private Placement Warrants or warrants issued in connection with working capital loans are registered for resale.

Because we are not limited to a particular industry, sector or geographic area or any specific target businesses with which to pursue our initial Business Combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

We may seek to complete a Business Combination with an operating company of any size (subject to our satisfaction of the 80% of fair market value test) and in any industry, sector or geographic area. However, we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our initial Business Combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a Business Combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial Business Combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or development stage entity. Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, 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 control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable to our investors than a direct investment, if such opportunity were available, in a Business Combination target. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

We may seek acquisition opportunities in industries outside of our management’s areas of expertise.

We will consider a Business Combination in industries outside of our management’s areas of expertise, if a Business Combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. 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 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 relevant to such acquisition. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general criteria and guidelines.

Although 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 criteria and 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 completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

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

To the extent we complete our initial Business Combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not 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 control or reduce the chances that those risks will adversely impact a target business.

Any due diligence in connection with an initial Business Combination may not reveal all relevant considerations or liabilities of a target business, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

The due diligence undertaken with respect to a potential initial Business Combination may not reveal all relevant facts that may be necessary to evaluate such transaction or to formulate a business strategy. Furthermore, the information provided during due diligence may not be adequate or accurate. As part of the due diligence process, we will also make subjective judgments regarding the results of operations, financial condition and prospects of a potential initial Business Combination, and these judgments may be inaccurate.

Due diligence conducted in connection with an initial Business Combination may not result in the initial Business Combination being successful. If the due diligence investigation fails to identify material information regarding an opportunity, or if we consider such material risks to be commercially acceptable relative to the opportunity, and we proceed with an initial Business Combination, our company may subsequently incur substantial impairment charges or other losses. In addition, following an initial Business Combination, we may be subject to significant, previously undisclosed liabilities of the acquired business that were not identified during due diligence and which could have a material adverse effect on our business, financial condition, results of operations and prospects.

We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm regarding fairness. Consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we complete our initial Business Combination with an affiliated entity, we are not required to obtain an opinion that the price we are paying is fair to our company 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 tender offer documents or proxy solicitation materials, as applicable, related to our initial Business Combination.

We may engage the underwriters from our Initial Public Offering or any of their affiliates to provide additional services to us. The underwriters are entitled to receive deferred commissions that will be released from the trust only on a completion of an initial Business Combination. These financial incentives may cause the underwriters to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering.

We may engage the underwriters from our Initial Public Offering or any of their affiliates to provide additional services to us, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We may pay the underwriters or any of their affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation. The underwriters are also entitled to receive deferred commissions that are conditioned on the completion of an initial Business Combination. The fact that the underwriters or any of their affiliates’ financial interests are tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial Business Combination.

We may issue additional Class A ordinary shares or preferred 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 upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.

Our amended and restated memorandum and articles of association authorizes the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 undesignated preferred shares, par value $0.0001 per share. As of December 31, ~~2020~~2021, there were 455,500,000 and 43,750,000 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding warrants but not upon conversion of the Class B ordinary shares. Class B ordinary shares are convertible into Class A ordinary shares, initially at a one-for-one ratio but subject to adjustment as set forth herein. As of December 31, ~~2020~~2021, there were no preferred shares issued and outstanding.

We may issue a substantial number of additional Class A ordinary shares, and may issue preferred shares, in order 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 to redeem the warrants or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial Business Combination, we may not issue additional ordinary shares that would entitle the holders thereof to (1) receive funds from the Trust Account or (2) vote as a class with our Public Shares on any initial Business Combination. The issuance of additional ordinary shares or preferred shares:

● may significantly dilute the equity interest of public investors ~~in the Initial Public Offering~~, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

●

may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares;

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could cause a change of control if a substantial number of our ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers;

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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

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may adversely affect prevailing market prices for our Units, ordinary shares and/or warrants; and

●

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

Our initial Business Combination or reincorporation may result in taxes imposed on shareholders or warrant holders.

We may, subject to requisite shareholder approval by special resolution under the Companies Act, effect a Business Combination with a target company in another jurisdiction, reincorporate in the jurisdiction in which the target company or business is located, or reincorporate in another jurisdiction. Such transactions may result in tax liability for a shareholder or warrant holder 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), in which the target company is located, or in which we reincorporate. In the event of a reincorporation pursuant to our initial Business Combination, such tax liability may attach prior to any consummation of redemptions. We do not intend to make any cash distributions to pay such taxes.

Failure to maintain our status as tax resident solely in the Cayman Islands could adversely affect our financial and operating results. Our intention is that prior to our initial Business Combination we should be resident solely in the Cayman Islands.

Continued attention must be paid to ensure that major decisions by the Company are not made from another jurisdiction, since this could cause us to lose our status as tax resident solely in the Cayman Islands. The composition of the board of directors, the place of residence of the individual members of the board of directors and the location(s) in which the board of directors makes decisions will all be important factors in determining and maintaining our tax residence in the Cayman Islands. If we were to be considered as tax resident within another jurisdiction, we may be subject to additional tax in that jurisdiction, which could negatively affect our financial and operating results, and/or our shareholders’ or warrant holders’ investment returns could be subject to additional or increased taxes (including withholding taxes).

Resources 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 completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

We anticipate that 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 a specific initial Business Combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial Business Combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

We may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, directors or officers which may raise potential conflicts of interest.

In light of the involvement of our Sponsor, directors and officers with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, directors and officers. Certain of our directors and officers also serve as officers and board members for other entities, including those described under “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest.” Such entities may compete with us for Business Combination opportunities. 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 that we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business we are seeking to acquire, regarding the fairness to our company from a financial point of view of a Business Combination with one or more businesses affiliated with our Sponsor, directors or officers, potential conflicts of interest still may exist and, as a result, the terms of the Business Combination may not be as advantageous to our Public Shareholders as they would be absent any conflicts of interest.

Since our initial shareholders will lose their entire investment in us if our initial Business Combination is not completed, a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination.

Our initial shareholders hold 6,250,000 founder shares as of the date of this Annual Report, including 4,750,000 held by our Sponsor. ~~The~~ The founder shares will be worthless if we do not complete an initial Business Combination. In addition, our Sponsor, Robin Chhabra and Irwin Apartment Trust, a trust for the benefit of the issue of Eric Matejevich, purchased an aggregate of 7,000,000 Private Placement Warrants, each exercisable for one Class A ordinary share, for a purchase price of $7.0 million in the aggregate, or $1.00 per warrant, that will also be worthless if we do not complete a Business Combination. Each private placement warrant may be exercised for one Class A ordinary share at a price of $11.50 per share, subject to adjustment ~~as provided herein~~.

The founder shares are identical to the ordinary shares included in the Units except that: (1) prior to our initial Business Combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of ~~the~~our board of directors for any reason; (2) the founder shares are subject to certain transfer restrictions; (3) our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive: (i) their redemption rights with respect to any founder shares and Public Shares held by them, as applicable, in connection with the completion of our initial Business Combination; (ii) their redemption rights with respect to any founder shares and Public Shares held by them in connection with a shareholder vote to ~~amend~~ amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to ~~allow~~ allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (iii) their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if we fail to complete our initial Business Combination within 24 months from the closing of the Initial 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); (4) the founder shares will automatically convert into our Class A ordinary shares at the time of our initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and (5) the founder shares are entitled to registration rights. If we submit our initial Business Combination to our Public Shareholders for a vote, our initial shareholders have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement ~~entered~~ entered into with us, to vote their founder shares and any Public Shares held by them purchased during or after the Initial Public Offering in favor of our initial Business Combination.

The personal and financial interests of our sponsor, directors and officers may influence their motivation in identifying and selecting a a target Business Combination, completing an initial Business Combination and influencing the operation of the business following the initial Business Combination. This risk may become more acute as the 24-month deadline following the closing of the Initial Public Offering nears, which is the deadline for the completion of our initial Business Combination. While we do not expect our board of directors to approve any amendment to or waiver of the letter agreement or registration rights agreement prior to our initial Business Combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to or waivers of such agreements in connection with the consummation of our initial Business Combination. Any such amendments or waivers would not require approval from our ~~stockholders~~shareholders, may result in the completion of our initial Business Combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities.

The value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary at such time is substantially less than $10.00 per share.

Our Sponsor has invested in us an aggregate of $6,225,000, comprised of the $25,000 purchase price for the Founder Shares and the $6,200,000 purchase price for our Sponsor’s portion of the Private Placement Warrants. Assuming a trading price of $10.00 per share upon consummation of our initial Business Combination, the 4,750,000 Founder Shares held by our Sponsor would have an aggregate implied value of $47,500,000. Even if the trading price of our ordinary shares were as low as $1.32 per share, and the Private Placement Warrants were worthless, the value of the Founder Shares would be equal to the Sponsor’s initial investment in us. As a result, our Sponsor is likely to be able to make a substantial profit on its investment in us at a time when our public shares have lost significant value and our warrants are worthless. Accordingly, our management team, some of whom own interests in our Sponsor and/or also own Founder Shares, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our Sponsor had paid the same per share price for the Founder Shares as our public shareholders paid for their public shares.

We 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.

We may choose to incur substantial debt to complete our initial Business Combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of 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:

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default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;

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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

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

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our inability to pay dividends on our ordinary shares;

●

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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

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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.

We may be able to complete only one Business Combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, 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.

We may effectuate our initial Business Combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may 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 they had been operated on a combined basis. By completing our initial Business Combination with only a single entity our lack of diversification may subject us to numerous financial, economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks 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:

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solely dependent upon the performance of a single business, property or asset; or

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dependent upon the development or market acceptance of a single or limited number of products, processes or services.

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

We may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other Business Combinations, which may make it more difficult for us, and delay our ability, to complete our initial Business Combination. With multiple Business Combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our initial Business Combination with a private company about which little information is available, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all.

In pursuing our acquisition strategy, we may seek to effectuate our initial Business Combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial Business Combination on the basis of limited information, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all.

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

Our amended and restated memorandum and articles of association do 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 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial Business Combination. 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, directors, officers, advisors or any of their respective affiliates. In the event the aggregate cash consideration we would be required to pay for all Public 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 ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Business Combination.

In order to effectuate an initial Business Combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial Business Combination that some of our shareholders may not support.

In order to effectuate an initial Business Combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of Business Combination, increased redemption thresholds and 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 requires at least a special resolution of our shareholders as a matter of Cayman Islands law. A resolution is deemed to be a special resolution as a matter of Cayman Islands law where it has been approved by either (1) holders of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s ordinary shares at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders. Our amended and restated memorandum and articles of association provide that special resolutions must be approved either by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting (i.e., the lowest threshold permissible under Cayman Islands law) (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial Business Combination, which require the approval of a majority of at least 90% of our ordinary shares attending and voting in a general meeting), or by a unanimous written resolution of all of our shareholders. The warrant agreement provides that (a) 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 prospectus related to the Initial Public Offering, or defective provision or (ii) 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 and (b) all other modifications or amendments require the vote or written consent of at least 50% of the then outstanding 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, at least 50% of the then outstanding Private Placement Warrants. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments, including the warrant agreement, or extend the time to consummate an initial Business Combination in order to effectuate 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 the registration statement we filed in connection with our Initial Public Officer, we would register, or seek an exemption from registration for, the affected securities.

In order to effectuate an initial Business Combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of Business Combination, increased redemption thresholds and 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 requires at least a special resolution of our shareholders as a matter of Cayman Islands law. A resolution is deemed to be a special resolution as a matter of Cayman Islands law where it has been approved by either (1) holders of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s ordinary shares at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the Company’s shareholders. Our amended and restated memorandum and articles of association provide that special resolutions must be approved either by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting (i.e., the lowest threshold permissible under Cayman Islands law) (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial Business Combination, which require the approval of a majority of at least 90% of our ordinary shares attending and voting in a general meeting), or by a unanimous written resolution of all of our shareholders. The warrant agreement provides that (a) 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 prospectus related to the Initial Public Offering, or defective provision or (ii) 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 and (b) all other modifications or amendments require the vote or written consent of at least 50% of the then outstanding 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, at least 50% of the then outstanding Private Placement Warrants. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments, including the warrant agreement, or extend the time to consummate an initial Business Combination in order to effectuate 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 the registration statement we filed in connection with our Initial Public Officer, we would register, or seek an exemption from registration for, the affected securities.

Certain provisions of our amended and restated memorandum and articles of association that relate to our pre-Business Combination activity (and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial Business Combination that some of our shareholders may not support.

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including ~~those~~ those which relate to a company’s pre-Business Combination activity, without approval by holders of a certain percentage of the ~~company~~Company’s shares. In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the ~~company~~ Company’s Public Shares. Our amended and restated memorandum and articles of association provide that any of its provisions, including those related to pre-Business Combination activity (including the requirement to deposit proceeds of the Initial Public Offering and the sale of Private Placement Warrants into the Trust Account and not release such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of our ordinary shares (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial Business Combination, which require the approval of a majority of at least 90% of our ordinary shares attending and voting in a general meeting). Our initial shareholders, who collectively beneficially own 20% of our ordinary shares, may 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 behavior more easily than some other blank check companies, and this may increase our ability to complete our initial Business Combination with which you do not agree. In certain circumstances, our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

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

If the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants available to us 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. 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.

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 directors, officers or shareholders is required to provide any financing to us in connection with or after our initial Business Combination. If we have not completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account, and our warrants will expire worthless.

Our initial shareholders will control the appointment of our board of directors until consummation of our initial Business Combination and will hold a substantial interest in us. As a result, they will appoint all of our directors prior to our initial Business Combination and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support.

Our initial shareholders own 20% of our issued and outstanding ordinary shares. In addition, prior to our initial Business Combination, holders of the founder shares will have the right to appoint all of our directors and may remove members of ~~the~~our board of directors for any reason. Holders of our Public Shares will have no right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares attending and voting in a general meeting. As a result, you will not have any influence over the appointment of directors prior to our initial Business Combination.

20In addition, as a result of their substantial ownership in our company, our initial shareholders may exert a substantial influence on other 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 and approval of major corporate transactions. If our initial shareholders purchase any Class A ordinary shares in the open market or in privately negotiated transactions, this would increase their influence over these actions. Accordingly, our initial shareholders will exert significant influence over actions requiring a shareholder vote at least until the completion of our initial Business Combination.

In addition, as a result of their substantial ownership in our company, our initial shareholders may exert a substantial influence on other 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 and approval of major corporate transactions. If our initial shareholders purchase any Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their influence over these actions. Accordingly, our initial shareholders will exert significant influence over actions requiring a shareholder vote at least until the completion of our initial Business Combination.21

A provision of our warrant agreement may make it more difficult for us to consummate an initial Business Combination.

Unlike some blank check companies, if

(i) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of ~~our~~the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),

(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 completion of our initial Business Combination (net of redemptions), and

(iii)

the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the “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 applicable to our warrants will be adjusted (to the nearest cent) to be equal to 180% of 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.

Our warrants and founder shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial Business Combination.

We have issued warrants to purchase 12,500,000 Class A ordinary shares at a price of $11.50 per whole share (subject to adjustment ~~as provided herein~~), as part of the Units and, simultaneously with the closing of the Initial Public Offering, we issued in the Private Placement an aggregate of 7,000,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment ~~as provided herein~~. Our initial shareholders currently hold 6,250,000 Class B ordinary shares. The Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment as set forth herein. In addition, if our Sponsor, an affiliate of our Sponsor or certain of our directors and officers make any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. To the extent we issue Class A ordinary shares to effectuate a Business Combination, the potential for the issuance of a substantial ~~number~~ number of additional Class A ordinary shares upon exercise of these warrants or conversion rights could make us a less attractive ~~acquisition~~ acquisition vehicle to a target business. Any such issuance 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 Combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a Business Combination or increase the cost of acquiring the target business.

The Private Placement Warrants are identical to the warrants sold as part of the Units except that, so long as they are held by our Sponsor or its permitted transferees: (1) they will not be redeemable by us (except under certain limited exceptions); (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor until 30 days after the completion of our initial Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

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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.

The federal proxy rules require that a proxy statement with respect to a vote on a Business Combination meeting certain financial ~~significance~~ 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 (“~~U.S.~~ GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. 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.

If our management team pursues a 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 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.

If our management team pursues 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 market, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

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 how relevant governments respond to such factors), including any of the following:

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costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets;

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rules and regulations regarding currency redemption;

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complex corporate withholding taxes on individuals;

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laws governing the manner in which future Business Combinations may be effected;

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tariffs and trade barriers;

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regulations related to customs and import/export matters;

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longer payment cycles;

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tax consequences, such as tax law changes, including termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States;

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currency fluctuations and exchange controls, including devaluations and other exchange rate movements;

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rates of inflation, price instability and interest rate fluctuations;

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liquidity of domestic capital and lending markets;

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challenges in collecting accounts receivable;

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cultural and language differences;

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employment regulations;

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energy shortages;

● crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters, global hostilities, wars and other forms of social instability;

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deterioration of political relations with the United States;

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obligatory military service by personnel; and

●

government appropriation of assets.

For example, many businesses operating in the consumer internet, mobile gaming, or broader technology sectors have, or seek to have, operations in the People’s Republic of China (“China”) and the relationship between China and the U.S., which is subject to periodic tension, may impact our ability complete a Business Combination with any such business. Additionally, if we complete a Business Combination with any such business, the post-Business Combination company may be adversely effected by changes in such relationship.

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

Risks Relating to the Post-Business Combination Company

We may face risks related to businesses in the consumer internet, mobile gaming, or broader technology sectors.

Business combinations with businesses in the consumer internet, mobile gaming, or broader technology sectors entail special considerations and risks. If we are successful in completing a Business Combination with such a target business, we may be subject to, and possibly adversely affected by certain risks, including:

● an inability to compete effectively in a highly competitive environment with many incumbents having substantially greater resources than we do;

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an inability to manage rapid change, increasing consumer expectations and growth;

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an inability to build strong brand identity and improve subscriber or customer satisfaction and loyalty;

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a reliance on proprietary technology to provide services and to manage our operations, and the failure of this technology to operate effectively, or our failure to use such technology effectively;

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an inability to deal with our subscribers’ or customers’ privacy concerns;

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an inability to attract and retain subscribers or customers;

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an inability to license or enforce intellectual property rights on which our business may depend;

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any significant disruption in our computer systems or those of third parties that we may utilize or rely on in our operations;

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an inability by us, or a refusal by third parties, to license content to us upon acceptable terms;

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potential liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that we may distribute;

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competition for advertising revenue;

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competition for the leisure and entertainment time and discretionary spending of subscribers or customers, which may intensify in part due to advances in technology and changes in consumer expectations and behavior;

● disruption or failure of our networks, systems or technology as a result of computer viruses, “cyber-attacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters, global hostilities, terrorist attacks, accidental releases of information or similar events;

●

an inability to obtain necessary hardware, software and operational support; and

●

reliance on third-party vendors or service providers.

Any of the foregoing could have an adverse impact on our operations following a Business Combination. However, our efforts in identifying prospective target businesses will not be limited to the technology industries. Accordingly, if we acquire a target business in another industry, ~~these risks~~ we will be subject to risks attendant with the specific industry in which we operate or target business which we acquire, which may or may not be different than those risks listed above.

Subsequent to our completion of our initial Business Combination, we may be required to subsequently 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.25

Subsequent 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.

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 that may be present with a particular target business that it would be possible to uncover all material issues through a customary amount of 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 shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

After our initial Business Combination, our results of operations and prospects could be subject, to a significant extent, to the economic, political, social 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. 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.

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

We may structure our initial Business Combination so that the post-transaction company in which our Public Shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will complete such Business Combination only if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction 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 post Business Combination company, depending on valuations ascribed to the target and us in our initial Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new ordinary shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial Business Combination. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the ~~company~~Company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business.

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

When evaluating the desirability of effecting our initial Business Combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

The directors and 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. 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.

After our initial Business Combination, it is possible that a majority of our directors and officers will live outside the United States and all or substantially 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.

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 or substantially 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.

If our management following our initial Business Combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

Following our initial Business Combination, any or all of our management could resign from their positions as officers of the ~~company~~Company, and the management of the target business at the time of the Business Combination could remain in place. Management of the target business may not be familiar with U.S. securities laws. If new management is unfamiliar with U.S. 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.

Risks Relating to Our Management Team

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

Our operations are dependent upon a relatively small group of individuals who constitute our directors and officers. We believe that our success depends on the continued service of our directors and officers, at least until we have completed our initial Business Combination. In addition, our directors and officers are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business endeavors, including identifying potential Business Combinations and monitoring the related due diligence. For a discussion of certain of our officers’ and directors’ other business endeavors, please see “Item 10. Directors, Executive Officers and Corporate Governance.” We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

Our ability to successfully effect our initial Business Combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial Business Combination. The loss of our or a target’s key personnel could negatively impact the operations and profitability of our post-combination business.

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

In addition, the directors and 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. 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. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination. 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.

Our key personnel may be able to remain with the Company ~~company~~ after the completion of our initial Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations would take place simultaneously with the negotiation of the Business Combination and 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 our initial Business Combination. 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.

Our directors and officers 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.

Our directors and officers 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 officers and directors may be engaged in several other business endeavors for which he may be entitled to, or otherwise expect to receive, substantial compensation or other economic benefit and our officers and directors are not obligated to contribute any specific number of hours per week to our affairs. Certain of our directors and officers also serve as officers and/or board members for other entities. If our directors’ and officers’ other business endeavors require them to devote substantial amounts of time to such endeavors 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 discussion of certain of our officers’ and directors’ other business endeavors, please see “Item 10. Directors, Executive Officers and Corporate Governance.”

Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Until we consummate our initial Business Combination, we intend to engage in the business of identifying and combining with one or more businesses. Our Sponsor and directors and officers are, or may in the future become, affiliated with entities that are engaged in a similar business. Our Sponsor and directors and officers are also not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to us completing our initial Business Combination, and any such involvement may result in conflicts of interests as described above.

Our directors and officers also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties or otherwise have an interest in, including any other special purpose acquisition company in which they may become involved with. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to other entities prior to its presentation to us, subject to his or her fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the ~~company~~Company and it is an opportunity that we are able to complete on a reasonable basis.

For a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Item 10. Directors, Executive Officers and Corporate Governance” and “Item 13. Certain Relationships and Related Party Transactions, and Director Independence.”

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

We have not adopted a policy that expressly prohibits our directors, 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 officers. 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.

In particular, affiliates of our Sponsor have invested in a diverse set of industries. As a result, there may be substantial overlap between companies that would be a suitable Business Combination for us and companies that would make an attractive target for such other affiliates.

Our letter agreements with our initial shareholders, officers and directors may be amended without shareholder approval.

Our letter agreements with our initial shareholders, officers and directors contains provisions relating to, among other things, restrictions on transfer of our founder shares and private placement warrants, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. The letter agreement may be amended without shareholder approval. While we do not expect our board of directors to approve any amendment to the letter agreement prior to our initial Business Combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreements. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities.

Members of our management team and board of directors have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, may be, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability to consummate an initial Business Combination.

During the course of their careers, members of our management team and board of directors have had significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, may be or may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise, including Mr. Chhabra, our President, having been fined £95,000 by the U.K. Financial Services Authority (since replaced by the Financial Conduct Authority) based on events that took place in 2004, in which Mr. Chhabra allegedly disclosed confidential information to someone who traded on that information. The related prohibition from working in the financial services industry was subsequently revoked by the Financial Conduct Authority. Since the action over a decade ago, Mr. Chhabra has held senior positions at William Hill and The Stars Group and served as Chief Executive Officer of FOX Bet, which held gaming licenses in New York, New Jersey, Pennsylvania and Colorado during his tenure. Mr. Chhabra was also licensed by the Nevada Gaming Commission while employed by William Hill. Any such litigation, investigations or other proceedings may divert the attention and resources of our management team and board of directors away from identifying and selecting a target business or businesses for our initial Business Combination and may negatively affect our reputation, which may impede our ability to complete an initial Business Combination.

Risks Relating to Our Securities and the Trust Account

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your Public Shares and/or warrants, potentially at a loss.

Our Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (1) 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; (2) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption of our Public Shares if we have not completed an initial Business Combination within 24 months from the closing of the Initial Public Offering, subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or 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 and/or warrants, potentially at a loss.

Nasdaq 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.

We cannot assure you that our securities will continue to be listed on ~~the~~ Nasdaq ~~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 stock price levels. In general, we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum of 300 public holders. Additionally, in connection with our initial Business Combination, we will be required to demonstrate compliance with the applicable exchange’s initial listing requirements, which are more rigorous than continued listing requirements, in order to continue to maintain the listing of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time, which may negatively impact our ability to consummate our initial Business Combination.

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

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a limited availability of market quotations for our securities;

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reduced liquidity for our securities;

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a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Units, Class A ordinary shares and warrants currently qualify as covered securities under such statute. Although the states are pre-empted 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 bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.

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You will not be permitted to exercise your warrants unless we register and qualify the issuance of the underlying Class A ordinary shares ~~stock~~ or certain exemptions are available.

Pursuant to terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days after the closing of our initial Business Combination, we will use our commercially reasonable efforts to file 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 information 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. 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, we may, at our option, require holders 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, in the 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. In no event will we be required to net cash settle any warrant, or 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 qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. There may be a circumstance where an exemption from registration exists for holders of our Private Placement Warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants that were included as part of the Units. 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.

We 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 50% of the then outstanding public warrants.

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 (a) 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 prospectus related to the Initial Public Offering, or defective provision or (ii) 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 and (b) all other modifications or amendments require the vote or written consent of at least 50% of the then outstanding 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, at least 50% of the then outstanding Private Placement Warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% 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, shorten the exercise period or decrease the number of ordinary shares purchasable upon exercise of a warrant.

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We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). 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 as described above could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) 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.

In addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted). In such a case, the 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.

Our management’s ability to require holders of our Public Warrants to exercise such Public Warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of the Public Warrants than they would have received had they been able to exercise their public warrants for cash.

If we call our Public Warrants for redemption after the redemption criteria described elsewhere in this Annual Report have been satisfied, our management will have the option to require any holder that wishes to exercise its warrants (including any warrants held by our sponsor, officers, directors or their permitted transferees) to do so on a “cashless basis.” If our management chooses to require holders to exercise their warrants on a cashless basis, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his, her or its warrant for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our Company.

Because each Unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, the Units may be worth less than Units of some other blank check companies.

Each Unit contains one-half of one redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the Units, and only whole warrants will trade. This is different from other offerings similar to ours whose ~~units~~ Units include one ordinary share and one whole warrant or a greater fraction of one whole warrant to purchase one 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 a fourth of the number of shares compared to ~~units~~Units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive Business Combination partner for target businesses. Nevertheless, this Unit structure may cause our Units to be worth less than if they included one whole warrant or a greater fraction of one whole warrant to purchase one whole share.

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

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

Our corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. 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.

The courts of the Cayman Islands may be unlikely (1) to recognize or enforce against us 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 (2) 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 statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign 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 be enforced 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 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). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as Public Shareholders of a United States company.

Our warrant agreement designates 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 obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement do 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 forum. Any person or 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, the subject matter of which is within the scope of 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 choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

Provisions 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.

Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include two-year director terms and the ability of the board of directors to designate the terms of and issue new series of preferred shares, 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.

Our Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (1) 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; (2) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within 24 months from the closing of Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption of our Public Shares if we have not completed an initial Business Combination within 24 months from the closing of Initial Public Offering, subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or 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 and/or warrants, potentially at a loss.

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 share.

Our placing of 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 (other than our independent registered public accounting firm), 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 enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’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 we are unable to find a service provider willing to execute a waiver. 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. Upon redemption of our Public Shares, if we have not completed our initial Business Combination within the required time period, 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 10 years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims of such creditors.

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 amount of funds in the Trust Account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the Initial 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. We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company. Our Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked our Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such 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 directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

3334

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (1) $10.00 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to fund our working capital requirements, subject to an annual limit of $500,000, and/or to pay taxes, 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 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 share.

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.

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-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial Business Combination or make certain amendments to our amended and restated memorandum and articles of association, our Public Shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, ~~plus~~ plus any interest income earned on the funds held in the Trust Account and not previously released to us to fund our working capital requirements, subject to an annual limit of $500,000, and/or to pay our taxes (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. Negative interest rates could also reduce the amount of funds we have available to complete our initial Business Combination.

If, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, a bankruptcy 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 winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a liquidator 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 by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy 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.

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

If we have not completed our initial Business Combination within 24 months of the closing of the Initial Public Offering, our Public Shareholders may be forced to wait beyond such 24 months before redemption from our Trust Account.

If we have not completed our initial Business Combination within 24 months from the closing of the Initial Public Offering, we will distribute the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to our Public Shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of Public Shareholders from the Trust Account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to windup, liquidate the Trust Account and distribute such amount therein, pro rata, to our Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the initial 24 months before the redemption proceeds of our Trust Account become available to them and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial Business Combination or amend certain provisions of our amended and restated memorandum and articles of association and then only in cases where investors have properly sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions if we have not completed our initial Business Combination within the required time period and do not amend certain provisions of our amended and restated memorandum and articles of association prior thereto.

Our 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.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable for a fine of up to approximately $18,300 and to imprisonment for up to five years in the Cayman Islands.

General Risk Factors

We are a newly incorporated company with no operating history and no operating revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a newly incorporated company incorporated under the laws of the Cayman Islands with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial Business Combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a Business Combination and may be unable to complete our initial Business Combination. If we fail to complete our initial Business Combination, we will never generate any operating revenues.

~~Past performance by our management team and their affiliates may not be indicative of future performance of an investment in the company.~~36

~~Information regarding performance by our management team and their affiliates is presented for informational purposes only.~~ Past performance by our management team and their affiliates ismay not ~~a guarantee either (1) that we will~~ be able to identify a suitable candidate for our initial Business Combination or (2) of success with respect to any Business Combination we may consummate. You should not rely on the historical record of our management team or their affiliates or any related investment’s performance as indicative of ~~our~~ future performance of an investment in the ~~company or the returns the company will, or is likely to, generate going forward~~Company.

35Information regarding performance by our management team and their affiliates is presented for informational purposes only. Past performance by our management team and their affiliates is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial Business Combination or (2) of success with respect to any Business Combination we may consummate. You should not rely on the historical record of our management team or their affiliates or any related investment’s performance as indicative of our future performance of an investment in the Company or the returns the Company will, or is likely to, generate going forward.

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.

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 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. Our PFIC status for our taxable year ended December 31, ~~2020~~2021, our current and ~~over~~our subsequent taxable years may depend upon the status of an acquired company pursuant to a Business Combination and whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our taxable year ended December 31, ~~2020~~2021, ~~current~~our current taxable year, or any subsequent taxable year. Our actual PFIC status for any taxable year, moreover, will not be determinable until after the end of such taxable year. 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 (“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, but there can be no assurance that we will timely provide such required information, and such election would likely be unavailable with respect to our warrants in all cases. We urge U.S. ~~Holders~~ Holders to consult their own tax advisors regarding the possible application of the PFIC rules to holders of our ordinary shares and warrants.

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

We 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.

We are an emerging growth company and 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 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 are 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 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 value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. 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, Section 102(b)(1) 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 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 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 “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (‘SPACs’)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of our 12,500,000 public warrants and 7,000,000 ~~private~~Private ~~placement warrants~~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.

As a result, included on our consolidated balance sheet as of December 31, ~~2020~~2021 contained elsewhere in this Annual Report are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, and ASC 820, Fair Value Measurement, provide for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss 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 consolidated 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.

36We have identified a material weakness in our internal control over financial reporting. If we are unable to develop and maintain 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 adversely affect investor confidence in us and materially and adversely affect our business and operating results, and we may face litigation as a result.

~~We have~~As ~~concluded~~described ~~that~~elsewhere ~~our~~in ~~disclosure~~this ~~controls~~Annual ~~and procedures were not effective as of December 31~~Report, ~~2020. If~~ we ~~are~~identified ~~unable~~a tomaterial ~~develop~~weakness ~~and maintain~~in anour ~~effective system of~~ internal control over financial reporting, werelated ~~may not be able~~ to ~~accurately~~the ~~report~~accounting ~~our~~for complex financial ~~results~~instruments. inAs a ~~timely~~result ~~manner,~~of ~~which~~this ~~may~~material ~~adversely~~weakness, ~~affect~~our ~~investor~~management ~~confidence~~concluded inthat usour ~~and~~internal ~~materially~~control ~~and~~over ~~adversely~~financial ~~affect~~reporting ~~our~~was ~~business~~not ~~and~~effective ~~operating~~as ~~results~~of December 31, 2021.

Following this issuance of the SEC Statement, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company should have classified its warrants as derivative liabilities in its previously issued audited balance sheet dated as of October 26, 2020. See “—Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.” As a result, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to improve our internal control over financial reporting. These remediation measures may be time consuming and costly, and there is no assurance that these initiatives will ultimately have the intended effects.

A material weakness in internal control over financial reporting is a deficiency, or a combination of deficiencies, 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. If we identify any material weaknesses in internal control over financial reporting, any such material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

We may face litigation and other risks and uncertainties as a result of our internal control over financial reporting and the revision of our financial statement.

Following this issuance of the SEC Statement, on April 29, 2021, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company should have classified its warrants as derivative liabilities in its previously issued audited balance sheet dated as of October 26, 2020. See “—Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.” As a result, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective.

In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company reevaluated the classification of the Class A ordinary shares subject to possible redemption. After consultation with the Company’s independent registered public accounting firm, the Company’s management and the Audit Committee concluded that the previously issued audited balance sheet dated as of October 26, 2020, which was related to our initial public offering, the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the unaudited interim financial statements included in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021 should be restated to report all Class A ordinary shares subject to possible redemption as temporary equity.

As a result of our disclosure controls and procedures, the revision of previously issued financials of the Company, 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, inquiries from the SEC and other regulatory bodies, other disputes or proceedings which may include, among other things, monetary judgments, penalties or other sanctions, claims invoking the federal and state securities laws and contractual claims. As of the date of this Annual Report, we have no knowledge of any such litigation, inquires, disputes or proceedings. However, we can provide no assurance that such litigation, inquiries, disputes or proceedings will not arise in the future. Any such litigation, inquiries, disputes or proceedings, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete our initial business combination.

Our financial conditions raise substantial doubt about our ability to continue as a “going concern” through one year from the date of the financial statements contained herein if a Business Combination is not consummated.

As of December 31, 2021, we had cash of $132,938 held outside the Trust Account.

The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares and the proceeds from the consummation of the Private Placement not held in the Trust Account to provide working capital needed to identify and seek to consummate a Business Combination.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Management believes that the Sponsor will provide Working Capital Loans that will provide sufficient liquidity to meet the Company’s working capital needs through the earlier of the consummation of a Business Combination and one year from the date of this filing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily include or be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms or if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of the financial statements contained herein if a Business Combination is not consummated. The financial statements contained herein do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Item 1.B. Unresolved Staff Comments.

None.

Item 2. Properties.

We currently maintain our executive offices at 1980 Festival Plaza Dr., Suite 300 Las Vegas, NV 89135. The Company entered into an administrative services agreement with Tekkorp Capital LLC (the “Administrative Services Agreement”) pursuant to which, among other things, the Company receives certain office space, administrative and support services for $10,000 per month. As of December 31, ~~2020~~2021, the Company has paid Tekkorp Capital $21141,613 in connection with the Administrative Services Agreement, which includes the office space provided for our executive offices. We consider our current office space adequate for our current operations.

Item 3. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

Item 4. Mine Safety Disclosures.

~~None~~Not applicable.

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~~PART~~ Part II.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a)

Market Information

Our Units began trading on ~~the~~ Nasdaq on October 22, 2020. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant to purchase one Class A ordinary share. On December 11, 2020, we announced that holders of the Units may elect to separately trade the Class A ordinary shares and redeemable warrants included in the Units commencing on December 14, 2020. Any Units not separated continue to trade on ~~the~~ Nasdaq under the symbol “TEKKU.” Any underlying Class A ordinary shares and redeemable warrants that were separated trade on the Nasdaq under the symbols “TEKK” and “TEKKW,” respectively.

(b)

Holders

As of ~~May~~March 283, ~~2021~~2022, there was approximately one holder of record of our Units, approximately one holder of record of our separately traded Class A ordinary shares, and approximately four holders of record of our redeemable warrants.

(c)

Dividends

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends subsequent to our initial Business Combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

(d)

Securities Authorized for Issuance Under Equity Compensation Plans

None.

(e)

Performance Graph

The performance graph has been omitted as permitted under rules applicable to smaller reporting companies.

(f)

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

Unregistered Sales

On August 20, 2020, our Sponsor subscribed for an aggregate of 8,625,000 Class B ordinary shares (the “Founder Shares”), for an aggregate offering price of $25,000 at an average purchase price of approximately $0.003 per share. On September 23, 2020, our Sponsor transferred 25,000 Founder Shares to each of Marlon Goldstein, Thomas Roche, Tony Rodio and Sean Ryan and 850,000 Founder Shares to each of Robin Chhabra and Irwin Apartment Trust, a trust for the benefit of Eric Matejevich’s issue, in each case, at their original per share purchase price. On October 19, 2020, our Sponsor and each of Mr. Chhabra and such trust returned to us, at no cost, 1,230,242 and 103,629 Founder Shares, respectively, which we cancelled, resulting in an aggregate of 7,187,500 Founder Shares outstanding. On December 10, 2020, the underwriters’ over-allotment option expired unexercised, resulting in the Sponsor and each of Mr. Chhabra and such trust forfeiting 844,758 and 46,371 Founder Shares, respectively. Accordingly, as of December 10, 2020, there were 6,250,000 Founder Shares issued and outstanding. The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the issued and outstanding ordinary shares upon completion of the Initial Public Offering. Such securities were issued in connection with our incorporation pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our Sponsor is an accredited investor for purposes of Rule 501 of Regulation D.

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In addition, our Sponsor, Robin Chhabra and an Irwin Apartment Trust, a trust for the benefit of the issue of Eric Matejevich, purchased an aggregate of 7,000,000 Private Placement Warrants at a price of $1.00 per warrant ($7.0 million in the aggregate), each exercisable to purchase one Class A ordinary share at $11.50 per share, in a private placement that closed substantially concurrently with the closing of the Initial Public Offering. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

Use of Proceeds

On October 26, 2020, the Company consummated its Initial Public Offering of 25,000,000 Units at $10.00 per Unit, generating gross proceeds of $250.0 million. Jefferies LLC acted as the book-running manager for the Initial Public Offering. The securities sold in the Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-249064). The SEC declared the registration statements effective on October 21, 2020.

Substantially concurrently with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,000,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor, Robin Chhabra and an Irwin Apartment Trust, a trust for the benefit of the issue of Eric Matejevich, generating gross proceeds of $7,000,000.

In connection with the Initial Public Offering, we incurred offering costs of ~~approximately~~ $13,175,445, including approximately $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $525,445 of other offering costs. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial Business Combination, if consummated) and the Initial Public Offering expenses, $250.0 million ($10.00 per Unit) from the net proceeds from our Initial Public Offering and certain of the proceeds from the sale of the Private Placement Warrants was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are held in the Trust Account and invested as described elsewhere in this Annual Report on Form 10-K.

There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related to the Initial Public Offering. For a description of the use of the proceeds generated from the Initial Public Offering, see “Item 1. Business.”

Item 6. ~~Selected Financial Data~~[Reserved.]

Selected financial data has been omitted as permitted under rules applicable to smaller reporting companies.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “our,” “us” or “we” refer to Tekkorp Digital Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Overview

We are a blank check company incorporated in the Cayman Islands on August 14, 2020, asformed ~~a Cayman Islands exempted company,~~ for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar ~~Business~~business ~~Combination~~combination with one or more businesses. ~~While~~ weWe ~~may~~intend ~~pursue~~to aneffectuate ~~initial~~our Business Combination ~~target~~using incash ~~any~~derived ~~industry~~from the orproceeds ~~geographic~~of ~~location,~~the weInitial ~~intend~~Public toOffering ~~focus~~and ~~our~~the ~~search for~~sale aof ~~target~~the ~~business~~Private ~~operating~~Placement inWarrants, ~~the~~our ~~consumer internet~~shares, ~~mobile~~debt ~~gaming~~ or ~~broader~~a ~~technology~~combination ~~sectors.~~of ~~Our sponsor is Tekkorp~~cash, ~~JEMB~~shares ~~LLC,~~and ~~a Cayman Islands exempted limited liability company~~debt.

3942

~~Our~~We ~~registration~~expect ~~statement~~to ~~for~~continue ~~our~~to ~~Initial~~incur ~~Public~~significant ~~Offering was declared~~costs ~~effective~~in onthe ~~October~~pursuit ~~21,~~of ~~2020. On October 26, 2020, we consummated~~ our ~~Initial~~acquisition ~~Public Offering of 25,000,000 Units, at $10~~plans.00 ~~per~~We ~~Unit, generating~~cannot ~~gross~~assure ~~proceeds~~you ofthat ~~$250.0~~our ~~million,~~plans ~~and~~to ~~incurring~~complete ~~offering costs of approximately $13,175,445, including underwriting commissions which includes~~ a ~~deferred~~Business ~~portion~~Combination ofwill ~~$8.05~~be ~~million~~successful.

Substantially concurrently with the closing of the Initial Public Offering, we consummated the private placement of 7,000,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor, Robin Chhabra and an Irwin Apartment Trust, a trust for the benefit of the issue of Eric Matejevich, generating gross proceeds of $7,000,000.

Upon the closing of the Initial Public Offering and the Private Placement, an aggregate of $250.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in the Trust Account with Continental Stock Transfer & Trust Company acting as trustee and invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an initial Business Combination and (ii) the distribution of the Trust Account as described below.

Results of Operations

~~Our~~We have neither engaged in any operations nor ~~entire~~generated ~~activity~~any ~~since~~operating revenues to date. Our only activities from inception through December 31, ~~2020~~2021 ~~related~~were toorganizational ~~our formation~~activities, those ~~the~~necessary ~~preparation~~to prepare for the Initial Public Offering, ~~and~~ ~~following~~described ~~the~~below, ~~closing~~and ofidentifying ~~the~~a ~~Initial~~target ~~Public~~company ~~Offering, the search~~ for a ~~prospective initial~~ Business Combination. We ~~have neither~~do ~~engaged~~not inexpect ~~any operations nor generated any revenues~~ to ~~date. We will not~~ generate any operating revenues until after the completion of our ~~initial~~ Business Combination, at the earliest. We ~~will~~ generate non-operating income in the form of interest income on ~~cash~~marketable ~~and~~securities ~~cash~~held ~~equivalents. We~~in ~~expect~~the toTrust ~~incur~~Account. ~~increased~~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.

For the ~~period~~year ~~from~~ended ~~August 14, 2020 (inception) through~~ December 31, ~~2020~~ 2021, we had a net income ~~loss~~ of $3831,~~981~~504,~~816~~114, which ~~consisted~~consists of ~~$237,704 in formation costs, $416,868 of offering costs incurred at~~ the ~~initial public offering and $38,330,000 in~~ change in fair value of warrant ~~liability~~liabilities ~~partially~~of ~~offset by approximately~~ $237,~~756~~745,000 ofand interest earned on marketable securities held in ~~the~~our Trust Account of $15,758, offset by operating costs of $6,256,644.

~~Liquidity~~For the period from August 14, 2020 (inception) through December 31, 2020, we had a net loss of $38,981,816, which consisted of operating and ~~Capital~~formation ~~Resources~~costs of $237,704, the change in fair value of warrant liabilities of $38,330,000, and transaction costs attributable to warrant liabilities of $416,868, offset by interest earned on marketable securities held in the Trust Account of $2,756.

~~For the period from August 14~~Liquidity, ~~2020~~Capital ~~(inception)~~Resources through December 31, 2020, cash used in operating activities was $1,068,280. Net loss of $38,981,816 was affected by formation costs paid by the Sponsor of $5,000, $38,330,000 in change in fair value of warrant liability, $416,868 of offering costs incurred at the initial public offering and ~~interest~~ ~~earned~~Going ~~on marketable securities held in the Trust Account of $2,756. Changes in operating assets and liabilities used $835,576 of cash from operating activities.~~Concern

~~As of~~On ~~December~~October 3126, 2020, we ~~had~~consummated ~~marketable securities held in~~ the ~~Trust~~Initial Public ~~Account~~Offering of ~~$250~~25,~~002~~000,~~756.~~000 WeUnits, ~~intend~~at to$10.00 ~~use~~per ~~substantially~~Unit, ~~all of~~generating ~~the~~gross ~~funds~~proceeds ~~held~~of ~~in the Trust Account~~$250,000,000. ~~including~~Simultaneously ~~any~~with ~~amounts~~the ~~representing~~closing ~~interest earned on~~ of the ~~Trust~~Initial ~~Account~~Public Offering, ~~which~~we ~~interest shall~~consummated bethe ~~net~~sale of ~~taxes~~7,000,000 ~~payable~~Private ~~and~~Placement ~~excluding~~Warrants ~~deferred~~at ~~underwriting~~a ~~commissions,~~price toof ~~complete our Business Combination~~$1.00 Weper ~~may~~Private ~~withdraw~~Placement ~~interest~~Warrant ~~from~~in ~~the~~a ~~Trust~~private ~~Account~~placement to ~~pay~~the ~~taxes~~Sponsor, ifRobin ~~any.~~Chhabra, To the ~~extent~~Company’s ~~that our share capital or debt is used~~President, inand ~~whole or in part, as consideration to complete~~ a ~~Business~~trust ~~Combination,~~for the ~~remaining~~benefit ~~proceeds~~of ~~held in~~ the ~~Trust Account will be used as working~~issue ~~capital~~of toEric ~~finance~~Matejevich, the ~~operations~~Company’s ofChief ~~the~~Financial ~~target business or businesses~~Officer, ~~make~~generating ~~other~~gross ~~acquisitions~~proceeds ~~and~~of ~~pursue our growth strategies~~$7,000,000.

40For the year ended December 31, 2021, cash used in operating activities was $788,131. Net income of $31,504,114 was affected by the change in fair value of warrant liabilities of $37,745,000 and interest earned on marketable securities held in the Trust Account of $15,758. Changes in operating assets and liabilities provided $5,468,513 of cash for operating activities.

AsFor the period from August 14, 2020 (inception) ofthrough December 31, 2020, wecash ~~had~~used ~~cash~~in ofoperating activities was $~~921~~1,~~069~~068,280. WeNet ~~intend~~loss toof ~~use~~$38,981,816 ~~the~~was ~~funds~~affected ~~held~~by ~~outside~~ the ~~Trust~~change ~~Account~~in ~~primarily~~fair value toof ~~identify and~~warrant ~~evaluate~~liabilities ~~target~~of ~~businesses~~$38,330,000, ~~perform~~transaction ~~business~~costs ~~due~~attributable ~~diligence~~to onwarrant ~~prospective~~liabilities ~~target~~of ~~businesses~~$416,868, ~~travel~~formation tocosts ~~and~~paid ~~from~~ by the ~~offices, plants~~Sponsor orin ~~similar~~exchange ~~locations~~for issuance of ~~prospective~~Founder ~~target~~Shares ~~businesses~~of or$5,000 ~~their~~and ~~representatives~~interest orearned ~~owners,~~on ~~review~~marketable ~~corporate~~securities ~~documents~~held ~~and material~~in ~~agreements~~the Trust Account of ~~prospective~~$2,756. ~~target~~Changes ~~businesses,~~in ~~structure,~~operating ~~negotiate~~assets and ~~complete~~liabilities aused ~~Business~~$835,576 ~~Combination~~of cash from operating activities.

~~In order~~As toof ~~fund~~December ~~working~~31, ~~capital~~2021, ~~deficiencies~~we orhad ~~finance~~marketable ~~transaction~~securities held ~~costs~~ in ~~connection~~the ~~with~~Trust aAccount ~~Business~~of ~~Combination~~$250,018,514 ~~our~~(including ~~Sponsor or~~$18,514 anof ~~affiliate~~interest ofincome) ~~our~~consisting ~~Sponsor~~of ormoney ~~certain~~market offunds ~~our~~which ~~officers~~invest ~~and~~in ~~directors~~U.S. Treasury ~~may,~~securities ~~but~~with ~~are~~a ~~not~~maturity ~~obligated~~of ~~to,~~185 ~~loan~~days usor ~~funds~~less. asWe may ~~be required.~~withdraw Ifinterest wefrom ~~complete~~the aTrust ~~Business~~Account ~~Combination~~to pay taxes, weif ~~may~~any. ~~repay~~We ~~such~~intend to ~~loaned~~use ~~amounts~~substantially ~~out~~all of the ~~proceeds~~funds ofheld in the Trust Account, ~~released to~~including ~~us.~~any Inamounts ~~the~~representing ~~event~~interest ~~that~~earned aon ~~Business~~the ~~Combination~~Trust ~~does~~Account (less ~~not~~income ~~close~~taxes payable), weto ~~may~~complete ~~use~~our aBusiness ~~portion~~Combination. ofTo the ~~working~~extent ~~capital~~that ~~held~~our ~~outside~~share ~~the~~capital ~~Trust Account~~or todebt ~~repay~~is ~~such loaned amounts~~used, ~~but~~in nowhole ~~proceeds~~or ~~from~~in part, ~~our~~as ~~Trust~~consideration ~~Account~~to ~~would~~complete beour ~~used~~Business ~~for such repayment. Up to $1~~Combination,~~500,000 of~~ ~~such~~the ~~loans~~remaining ~~may~~proceeds beheld ~~convertible~~in ~~into~~the ~~warrants,~~Trust atAccount awill ~~price~~be ofused ~~$1.00~~as ~~per~~working capital ~~warrant,~~to atfinance the ~~option~~operations of the ~~lender.~~target ~~The~~business ~~warrants~~or ~~would be~~businesses, ~~identical~~make toother ~~the~~acquisitions ~~Private~~and ~~Placement~~pursue ~~Warrants~~our growth strategies.

~~We do~~As ~~not~~of ~~believe~~December we31, ~~will~~2021, ~~need~~we tohad ~~raise~~cash ~~additional~~of ~~funds~~$132,938. We inintend ~~order~~ to ~~meet~~use the ~~expenditures~~funds ~~required~~held ~~for~~outside ~~operating~~the ~~our~~Trust ~~business.~~Account ~~However, if~~primarily ~~our~~to ~~estimate~~identify ofand ~~the~~evaluate ~~costs of identifying a~~ target ~~business~~businesses, ~~undertaking~~perform ~~in-depth~~business due diligence ~~and negotiating a Business Combination~~ ~~are~~on ~~less~~prospective ~~than~~target ~~the actual amount necessary to do so~~businesses, wetravel ~~may have insufficient funds available~~ to ~~operate~~and ~~our~~from ~~business~~the ~~prior to our initial Business Combination. Moreover~~offices, weplants ~~may~~or ~~need~~similar tolocations ~~obtain~~of ~~additional~~prospective ~~financing~~target ~~either~~businesses toor ~~complete our Business Combination~~their representatives or ~~because~~owners, wereview ~~become~~corporate ~~obligated~~documents toand ~~redeem~~material aagreements ~~significant number~~ of ~~our~~prospective ~~Public~~target ~~Shares~~businesses, ~~upon~~structure, ~~completion~~negotiate ~~of our Business Combination,~~and incomplete ~~which~~a ~~case we may issue additional securities or incur debt in connection with such~~ Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.

If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

To the extent we need to raise additional funds to operate our business, the Company’s management believes that the Sponsor will provide Working Capital Loans that will provide sufficient liquidity to meet the Company’s working capital needs through the earlier of the consummation of a Business Combination and one year from the date of this filing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily include or be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms or if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through October 26, 2022, the date that we will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. The financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, ~~administrative~~utilities and ~~support~~secretarial ~~services~~and ~~provided to~~administrative ~~the Company~~support. We began incurring these fees on October 21, 2020, and will continue to incur these fees monthly until the earlier of the completion of athe Business Combination or ~~the~~our ~~Company’s~~ liquidation.

The underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. 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.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Liabilities

We account for the Warrants in accordance with the guidance contained in ASC 815-40, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value in respect of each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology.

Class A Ordinary Shares Subject to Redemption

We account for our Class A ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, 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 occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ ~~equity~~deficit section of our balance ~~sheet~~sheets.

41Net Income (Loss) Per Ordinary Share

~~Warrant~~Net ~~Liability~~income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Subsequent measurement of the redeemable Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. We calculate our earnings per share to allocate net income (loss) pro rata to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company.

We account for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice simulation model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Net Loss Per Ordinary Share

We apply the two-class method in calculating earnings per share. Net income (loss) per common share, basic and diluted for Class A ordinary shares subject to possible redemption is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, if any, by the weighted average number of shares of Class A ordinary shares subject to possible redemption outstanding for the period. Net income (loss) per ordinary, basic and diluted for and non-redeemable common stock is calculated by dividing net loss less income attributable to Class A Ordinary shares subject to possible redemption, by the weighted average number of shares of non-redeemable ordinary shares outstanding for the period presented.

Recent Accounting Standards

~~Management does~~In ~~not~~August ~~believe~~2020, ~~that~~the ~~any~~FASB ~~recently~~ issued ASU 2020-06, ~~but~~Debt — ~~not~~“Debt ~~yet~~with ~~effective,~~Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging — Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting ~~standards~~for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted ~~currently~~method ~~adopted~~for all convertible instruments. ASU 2020-06 is effective January 1, ~~would~~2022 ~~have~~and should be applied on a ~~material~~full ~~effect~~or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We will adopt ASU 2020-06 on January 1, 2022 on a modified retrospective basis. The adoption of ASU 2020-06 is not expected to have an impact our financial ~~statements~~position, results of operations or cash flows.

~~Off-Balance Sheet Arrangements~~Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

JOBS Act

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.

Additionally, we are in the process of evaluating 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-emerging 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.

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Item 7.A. Quantitative and Qualitative Disclosure About Market Risk.

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

Item 8. Financial Statements and Supplementary Data

~~TEKKORP~~This ~~DIGITAL~~information ~~ACQUISITION~~appears ~~CORP~~following Item 15 of this Report and is included herein by reference.

~~INDEX TO FINANCIAL STATEMENTS~~45

Report of Independent Registered Public Accounting Firm		F-2
Financial Statements:
Balance Sheet		F-3
Statement of Operations		F-4
Statement of Changes in Shareholders’ Equity		F-5
Statement of Cash Flows		F-6
Notes to Financial Statements		F-7 to F-17

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Tekkorp Digital Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Tekkorp Digital Acquisition Corp. (the “Company”) as of December 31, 2020, the related statements of operations, changes in shareholders’ equity and cash flows for the period from August 14, 2020 (inception) through December 31, 2020, 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, 2020, and the results of its operations and its cash flows for the period from August 14, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial 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 audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “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.

We conducted our audit in accordance with the standards of the PCAOB. Those 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 Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included 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.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2020.

New York, NY

May 28, 2021

F-2

TEKKORP DIGITAL ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2020

ASSETS
Current assets
Cash	$	921,069
Prepaid expenses		895,102
Total Current Assets		1,816,171
Marketable securities held in Trust Account		250,002,756
Total Assets	$	251,818,927
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	59,526
Accrued offering costs		94,794
Total Current Liabilities		154,320
Warrant liabilities		50,420,000
Deferred underwriting fee payable		8,050,000
Total Liabilities		58,624,320
Commitments
Class A ordinary shares subject to possible redemption; 18,819,460 shares at redemption value		188,194,600
Shareholders’ Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 6,180,540 issued and outstanding (excluding 18,819,460 shares subject to possible redemption)		618
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,250,000 issued and outstanding		625
Additional paid-in capital		43,980,580
Accumulated deficit		(38,981,816	)
Total Shareholders’ Equity		5,000,007
Total Liabilities and Shareholders’ Equity	$	251,818,927

The accompanying notes are an integral part of the financial statements.

F-3

TEKKORP DIGITAL ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM AUGUST 14, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020

Operating costs	$	237,704
Loss from operations		(237,704	)
Other income:
Change in fair value of warrant liability		(38,330,000	)
Transaction costs attributable to warrant liabilities		(416,868	)
Interest earned on marketable securities held in Trust Account		2,756
Other loss, net		(38,744,112	)
Net loss	$	(38,981,816	)
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		22,675,205
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		7,403,658
Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(5.27	)

The accompanying notes are an integral part of the financial statements.

F-4

TEKKORP DIGITAL ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE PERIOD FROM AUGUST 14, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020

	Class A Ordinary Shares						Class B Ordinary Shares						Additional Paid-in			Accumulated			Total Shareholders’
	Shares			Amount			Shares			Amount			Capital			Deficit			Equity
Balance – August 14, 2020 (inception)		—		$	—			—		$	—		$	—		$	—		$	—
Issuance of Class B ordinary shares to Sponsor		—			—			7,187,500			719			24,281			—			25,000
Sale of 25,000,000 Units, net of underwriting discounts, offering costs and warrant liability		25,000,000			2,500			—			—			225,148,923			—			225,151,423
Contribution in excess of fair value on sale of 7,000,000 Private Placement Warrants		—			—			—			—			7,000,000			—			7,000,000
Forfeiture of Founder Shares		—			—			(937,500	)		(94	)		94			—			—
Class A ordinary shares subject to possible redemption		(18,819,460	)		(1,882	)		—			—			(188,192,718	)		—			(188,194,600	)
Net loss		—			—			—			—			—			(38,981,816	)		(38,981,816	))
Balance – December 31, 2020		6,180,540			618			6,250,000			625		$	43,980,580		$	(39,981,816	)	$	5,000,007

The accompanying notes are an integral part of the financial statements.

F-5

TEKKORP DIGITAL ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM AUGUST 14, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020

Cash Flows from Operating Activities:
Net loss	$	(38,981,816	)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of formation costs through issuance of Class B ordinary shares		5,000
Change in fair value of warrant liability		38,330,000
Transaction costs attributable to warrant liabilities		416,868
Interest earned on marketable securities held in Trust Account		(2,756	)
Changes in operating assets and liabilities:
Prepaid expenses		(895,102	)
Accounts payable and accrued expenses		59,526
Net cash used in operating activities		(1,068,280	)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(250,000,000	)
Net cash used in investing activities		(250,000,000	)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		245,400,000
Proceeds from sale of Private Placement Warrants		7,000,000
Proceeds from promissory note – related party		129,481
Repayment of promissory note – related party		(129,481	)
Payment of offering costs		(410,651	)
Net cash provided by financing activities		251,989,349
Net Change in Cash		921,069
Cash – Beginning of period		—
Cash – End of period	$	921,069
Non-Cash Investing and Financing Activities:
Initial classification of Class A ordinary shares subject to possible redemption	$	226,752,050
Change in value of Class A ordinary shares subject to possible redemption	$	(38,557,450	)
Offering costs paid directly by Sponsor from proceeds from issuance of Class B ordinary shares	$	20,000
Offering costs included in accrued offering costs	$	110,244
Deferred underwriting fee payable	$	8,050,000
Forfeiture of Founder Shares	$	(94	)

The accompanying notes are an integral part of the financial statements.

F-6

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Tekkorp Digital Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 14, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 14, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering became effective on October 21, 2020. On October 26, 2020, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), generating gross proceeds of $250,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Tekkorp JEMB LLC (the “Sponsor”), Robin Chhabra, the Company’s President, and a trust for the benefit of the issue of Eric Matejevich, the Company’s Chief Financial Officer, generating gross proceeds of $7,000,000, which is described in Note 4.

Transaction costs amounted to $13,175,445, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $525,445 of other offering costs.

Following the closing of the Initial Public Offering on October 26, 2020, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

F-7

If the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination.

The Company will have until October 26, 2022 (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (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 the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

F-8

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT

The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (‘SPACs’)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of October 26, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”).

In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25.

As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued audited balance sheet dated as of October 26, 2020. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants on October 26, 2020 and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

	As
	Previously						As
	Reported			Adjustments			Revised
Balance sheet as of October 26, 2020 (audited)
Warrant Liability	$	—		$	12,090,000		$	12,090,000
Common Stock Subject to Possible Redemption		238,842,050			(12,090,000	)		226,752,050
Common Stock		112			120			232
Accumulated Deficit		(7,500	)		(418,868	)		(424,368	)
Additional Paid-in Capital		5,006,674			416,748			5,423,422

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its 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.

F-9

Further, Section 102(b)(1) 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 election to opt out is irrevocable. The Company has 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, the Company, 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 the Company’s 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.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which invest U.S. Treasury securities.

Warrant Liability

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature 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, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

F-10

Net Loss per Ordinary Share

Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 19,500,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per ordinary share, basic and diluted, for Ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Ordinary shares subject to possible redemption outstanding since original issuance.

Net income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period.

Non-redeemable common stock includes Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

	For the Period from August 14, 2020 (Inception) December 31, 2020
Ordinary Shares subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	2,075
Net income attributable to Class A Ordinary shares subject to redemption	$	2,075
Denominator: Weighted Average Class A Ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding		22,675,205
Basic and diluted net income per share	$	0.00
Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(38,981,816	)
Net income allocable to Class A Ordinary shares subject to possible redemption		(2,075	)
Non-Redeemable Net Loss	$	(38,983,891	)
Denominator: Weighted Average Non-Redeemable Ordinary Shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		7,403,658
Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(5.27	)

F-11

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Recent Accounting Standards

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

NOTE 4. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor, Robin Chhabra and a trust for the benefit of Eric Matejevich’s issue have purchased an aggregate of 7,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (for an aggregate purchase price of $7,000,000). Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

During the period ended August 20, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 shares of Class B ordinary shares (the “Founder Shares”). On September 23, 2020, the Sponsor transferred 25,000 Founder Shares to each of Marlon Goldstein, Thomas Roche, Tony Rodio and Sean Ryan and 850,000 Founder Shares to each of Robin Chhabra and a trust for the benefit of Eric Matejevich’s issue, in each case, at their original per share purchase price. On October 19, 2020, the Sponsor and each of Mr. Chhabra and such trust returned to the Company, at no cost, 1,230,242 and 103,629 Founder Shares, respectively, which the Company cancelled, resulting in an aggregate of 7,187,500 Founder Shares outstanding. The Founder Shares include an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On December 10, 2020, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 937,500 shares. Accordingly, as of December 10, 2020, there are 6,250,000 Founder Shares issued and outstanding.

F-12

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement, commencing on October 21, 2020, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space and administrative and support services. For the period from August 14, 2020 (inception) through December 31, 2020, the Company incurred and paid $21,613 in fees for these services.

Promissory Note

On August 20, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021 or (i) the consummation of the Initial Public Offering. The outstanding balance under the Note of $129,481 was repaid at the closing of the Initial Public Offering on October 26, 2020.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.

NOTE 7. COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on October 26, 2020, the directors and officers of the Company and any other holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

F-13

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

The underwriters did not receive any underwriting commissions in connection with the 2,000,000 Units purchased by Morris Bailey, the Chairman of the Company’s board of directors, and an entity affiliated with Morris Bailey.

NOTE 8. SHAREHOLDERS’ EQUITY

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 6,180,540 Class A ordinary shares issued and outstanding, excluding 18,819,460 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 6,250,000 Class B ordinary shares issued and outstanding.

Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination.

NOTE 9. WARRANTS

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company 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 is available.

F-14

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the 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, the Company may, at its option, require holders 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, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, 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 the date on which the Company sends the notice of redemption to warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants:

● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if the closing price of Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

F-15

The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 10. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

F-16

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level	December 31, 2020
Assets:
Marketable securities held in Trust Account	1	$	250,002,756
Liabilities
Warrant liability – Private Placement Warrants	3		$ 19,670,000
Warrant liability – Public Warrants	1		$ 30,750,000

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations.

Initial Measurement

The Company established the initial fair value for the Warrants on October 26, 2020, the date of the Company’s Initial Public Offering, using a binomial lattice model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:

Input	October 26, 2020 (Initial Measurement)			December 31, 2020
Risk-free interest rate		0.39	%		0.39	%
Trading days per year		252			252
Expected volatility		13.0	%		35.7	%
Exercise price	$	11.50		$	11.50
Stock Price	$	10.00		$	10.08

On October 26, 2020, the Private Placement Warrants and Public Warrants were determined to be $0.62 per warrant for aggregate values of $4.34 million and $7.75 million, respectively.

Subsequent Measurement

The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market.

As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $30.75 million and $19.67 million, respectively.

The following table presents the changes in the fair value of warrant liabilities:

	Private Placement		Public		Warrant Liabilities
Fair value as of August 14, 2020 (inception)	$	—	$	—	$	—
Initial measurement on October 26, 2020 (IPO)		4,340,000		7,750,000		12,090,000
Change in valuation inputs or other assumptions		15,330,000		23,000,000		38,330,000
Fair value as of December 31, 2020	$	19,670,000	$	30,750,000	$	50,420,000

Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $7,750,000 during the period from October 26, 2020 through December 31, 2020.

Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

NOTE 11. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

F-17

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9.A. Controls and Procedures.

Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our ~~chief~~Chief ~~executive~~Executive ~~officer~~Officer and ~~chief~~Chief ~~financial~~Financial ~~officer~~Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, ~~2020~~2021. Based upon their evaluation, our ~~chief~~Chief ~~executive~~Executive ~~officer~~ Officer and ~~chief~~Chief ~~financial~~Financial ~~officer~~Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due solely to the ~~Company’s~~material ~~revision~~weakness ofin ~~its~~our ~~previously~~internal ~~issued audited balance sheet dated as~~control ofover ~~October~~financial ~~26,~~reporting ~~2020~~related to ~~reclassify~~ the Company’s ~~Warrants~~accounting asfor ~~described~~complex infinancial ~~Note 2 to the Notes to Financial Statements included in Part II, Item 8 of this Annual Report~~instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with UGAAP.S. ~~generally accepted accounting principles.~~ Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management has identified a material weakness in internal controls related to the accounting for complex financial instruments. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1)	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2021. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2021.

Management has implemented remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

~~Internal~~This ~~Control~~Annual ~~over~~Report ~~Financial~~on ~~Reporting~~Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting ~~(as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)~~ during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9.B. Other Information.

None.

43Item 9.C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.

~~PART III~~Not applicable.

~~Item 10. Directors, Executive Officers and Corporate Governance.~~46

~~Our current directors and executive officer are as follows:~~Part III.

Name	Age	Title
Matthew Davey	48	Chief Executive Officer and Director
Morris Bailey	82	Chairman of the Board of Directors
Eric Matejevich	48	Chief Financial Officer
Robin Chhabra	49	President
Marlon Goldstein	46	Director
Thomas Roche	64	Director
Tony Rodio	62	Director
Sean Ryan	52	Director

Item 10. Directors, Executive Officers and Corporate Governance.

~~Matthew~~Our ~~Davey has~~current ~~been~~directors ~~a director~~ and our Chief Executive Officer since August 2020. Since January 2021, Mr. Davey has also served as the Chief Executive Officer and as a director of Tekkorp Digital Acquisition Corp. II. Mr. Davey has over 25 years of experience within the digital media, sports, entertainment, leisure and gaming ecosystems, as well as experience in the public sector. He is an experienced public company executive officer ~~and~~are board member. He has served in executive management positions across the gaming technology arena. Over the course of Mr. Davey’s career, he oversaw more than ten mergers and acquisitions and over $1.2 billion in debt and equity capital raised to support the companies he has led. Mr. Davey joined Next Gen Gaming, which later became NYX Gaming Group Limited (formerly TSXV:NYX) and later SG Digital, the Digital Division of Scientific Games Corp. (Nasdaq: SGMS), through its purchase of NYX, in 2000 as the Vice President of Technology, was appointed an Executive Director in 2003 and named Chief Executive Officer in 2005, which role he kept until 2018. Mr. Davey oversaw the initial public offering of NYX in 2014. After the public offering, from 2014 to 2018, Mr. Davey oversaw seven acquisitions which helped establish NYX as one of the fastest growing global B2B real-money digital gaming and sports betting platforms. In 2019, Mr. Davey founded Tekkorp Capital, which invests in and provides consulting services for digital sports and gaming industry companies. Mr. Davey is also a director of BetMakers Technology Group (ASXfollows:BET), a digital gaming technology company. Mr. Davey received a Bachelor of Electrical & Electronic Engineering from Northern Territory University, Australia (also known as Charles Darwin University). We believe Mr. Davey’s qualifications to serve on our board of directors include his substantial experience in mergers and acquisitions, strategic business planning and his track record at NYX.

Morris Bailey has been the Chairman of our board of directors since August 2020. Over the past 10 years, Mr. Bailey has been a leader in turning around Atlantic City, as well as being among the first gaming executives to embrace online gaming and sports betting in the United States. In 2010, Mr. Bailey bought Resorts Atlantic City and initiated a comprehensive renovation, which allowed for the property to be rebranded and repositioned. In 2012, Mr. Bailey signed an agreement with Mohegan Sun to manage the day-to-day operations of the casino. In 2015, Resorts established a platform to engage in online gaming by partnering with PokerStars, now part of the $24 billion Flutter Entertainment, PLC (LSE: FLTR), to operate an online poker room in Atlantic City. In 2018, Resorts announced deals with $12 billion DraftKings and SBTech to open a sportsbook on-property and online. In addition to his gaming interests, Mr. Bailey has over 50 years of experience in all facets of real estate development, asset M&A, capital markets and operations and is the founder, Chief Executive Officer and Principal of JEMB Realty, a leading real estate development, investment and management organization. Mr. Bailey has notable investment experience within the energy, finance and telecommunications sectors through investments in the Astoria Energy Plant, Basis Investment Group and Xentris Wireless. We believe Mr. Bailey’s qualifications to serve on our board of directors include his substantial experience in the gaming industry, senior management and deal-making.

Name	Age	Title
Matthew Davey	49	Chief Executive Officer and Director
Morris Bailey	83	Chairman of the Board of Directors
Eric Matejevich	49	Chief Financial Officer
Robin Chhabra	51	President
Marlon Goldstein	48	Director
Thomas Roche	64	Director
Tony Rodio	63	Director
Sean Ryan	53	Director

44Matthew Davey has been a director and our Chief Executive Officer since August 2020. Since January 2021, Mr. Davey has also served as the Chief Executive Officer and as a director of Tekkorp Digital Acquisition Corp. II. Mr. Davey has over 25 years of experience within the digital media, sports, entertainment, leisure and gaming ecosystems, as well as experience in the public sector. He is an experienced public company executive officer and board member. He has served in executive management positions across the gaming technology arena. Over the course of Mr. Davey’s career, he oversaw more than ten mergers and acquisitions and over $1.2 billion in debt and equity capital raised to support the companies he has led. Mr. Davey joined Next Gen Gaming, which later became NYX Gaming Group Limited (formerly TSXV:NYX) and later SG Digital, the Digital Division of Scientific Games Corp. (Nasdaq: SGMS), through its purchase of NYX, in 2000 as the Vice President of Technology, was appointed an Executive Director in 2003 and named Chief Executive Officer in 2005, which role he kept until 2018. Mr. Davey oversaw the initial public offering of NYX in 2014. After the public offering, from 2014 to 2018, Mr. Davey oversaw seven acquisitions which helped establish NYX as one of the fastest growing global B2B real-money digital gaming and sports betting platforms. In 2019, Mr. Davey founded Tekkorp Capital, which invests in and provides consulting services for digital sports and gaming industry companies. Mr. Davey is also a director of BetMakers Technology Group (ASX:BET), a digital gaming technology company. Mr. Davey received a Bachelor of Electrical & Electronic Engineering from Northern Territory University, Australia (also known as Charles Darwin University). We believe Mr. Davey’s qualifications to serve on our board of directors include his substantial experience in mergers and acquisitions, strategic business planning and his track record at NYX.

~~Eric~~Morris ~~Matejevich~~ Bailey has been the Chairman of our ~~Chief~~board ~~Financial~~of ~~Officer~~directors since August 2020. ~~Since~~Over ~~January~~the ~~2021~~past 10 years, Mr. ~~Matejevich~~Bailey has ~~also~~been ~~served~~a leader in asturning ~~the~~around ~~Chief~~Atlantic ~~Financial~~City, ~~Officer~~as ofwell ~~Tekkorp~~as ~~Digital~~being ~~Acquisition~~among ~~Corp.~~the ~~II.~~first Ingaming ~~August 2020,~~executives heto ~~also~~embrace ~~served~~online asgaming anand ~~Executive~~sports ~~Vice~~betting in the United ~~President~~States. In 2010, Mr. ~~Matejevich~~ isBailey abought ~~seasoned~~Resorts ~~gaming~~Atlantic ~~executive~~City ~~with~~and ~~extensive~~initiated ~~experience~~a incomprehensive ~~both~~renovation, which allowed for the ~~online~~property ~~gaming~~to be rebranded and ~~traditional casino~~repositioned. ~~industries~~In 2012, Mr. ~~From~~Bailey ~~February~~signed toan ~~August 2019,~~agreement hewith ~~served~~Mohegan asSun ~~Trustee~~to ~~and~~manage ~~Interim~~the day-~~Chief Executive~~to-day ~~Officer~~operations of ~~Ocean~~the ~~Casino~~casino. ~~Resort~~In ~~(“Ocean”)~~2015, inResorts ~~Atlantic~~established ~~City,~~a ~~where~~platform heto ~~successfully~~engage ~~led~~in ~~the~~online ~~management~~gaming ~~team~~by ~~through~~partnering anwith ~~ownership~~PokerStars, ~~change~~now ~~and~~part ~~operational turnaround~~of ~~effort.~~the ~~Prior~~$24 tobillion ~~Ocean~~Flutter Entertainment, ~~from~~PLC ~~2016~~(LSE: ~~to 2018~~FLTR), ~~Mr. Matejevich~~to ~~served~~operate asan ~~the~~online ~~Chief~~poker ~~Financial~~room ~~Officer~~in ofAtlantic ~~NYX~~City. AtIn ~~NYX~~2018, he ~~focused~~Resorts ~~his~~announced ~~efforts~~deals onwith ~~integrating~~$12 ~~the~~billion ~~company’s~~DraftKings and ~~many~~SBTech ~~acquisitions~~to ~~and~~open ~~multiple~~a ~~debt~~sportsbook ~~refinancings,~~on-property and ~~was~~online. ~~instrumental to~~In ~~the~~addition ~~executive team that sold NYX~~ to ~~Scientific~~his ~~Games~~gaming ~~for~~interests, ~~$631 million~~Mr. ~~Prior~~Bailey tohas ~~NYX,~~over ~~from~~50 ~~2004~~years toof ~~2014, Mr. Matejevich~~experience ~~was~~in ~~the~~all ~~Chief~~facets ~~Financial~~of ~~Officer~~real ofestate ~~Resorts~~development, ~~International~~asset ~~Holdings~~M&A, ~~and~~capital ~~from~~markets ~~2011~~and ~~was~~operations ~~also~~and is the founder, Chief ~~Operating~~Executive Officer and Principal of ~~the~~JEMB ~~Atlantic Club Casino~~Realty, a ~~property~~leading ~~under~~real ~~the~~estate ~~Resorts~~development, ~~International~~investment ~~Holdings~~and ~~umbrella —~~management ~~a Colony Capital (NYSE: CLNY) entity~~organization. ~~Prior to serving in various gaming positions,~~ Mr. ~~Matejevich~~ ~~was~~Bailey ahas ~~Vice~~notable ~~President~~investment experience ofwithin ~~High~~the ~~Yield Research for Merrill Lynch~~energy, ~~where he~~finance ~~managed~~and ~~the~~telecommunications ~~corporate~~sectors ~~bond~~through ~~research~~investments ~~effort~~in ~~for~~ the ~~gaming~~Astoria ~~and~~Energy ~~leisure~~Plant, ~~sectors~~Basis ~~and~~Investment Group ~~marketed high yield~~ and ~~other~~Xentris ~~debt~~Wireless. ~~transactions totaling~~We ~~$4.8 billion.~~believe Mr. ~~Matejevich~~ ~~received~~Bailey’s aqualifications ~~Bachelor~~to ofserve ~~Science~~on inour ~~Economics~~board ~~from~~of ~~The~~directors ~~Wharton~~include ~~School~~his ~~and~~substantial ~~a Bachelor~~experience ~~of Arts~~ in ~~International~~the ~~Relations~~gaming ~~from~~industry, ~~The~~senior ~~College~~management ~~of Arts~~ and ~~Sciences at the University of Pennsylvania~~deal-making.

~~Robin~~Eric ~~Chhabra~~ Matejevich has been our ~~President~~Chief ~~since~~Financial ~~August 2020.~~Officer Insince August ~~2020,~~ ~~he served as our Executive Vice President, Head of Corporate Strategy~~2020. Since January 2021, Mr. ~~Chhabra~~Matejevich has also served as the ~~President~~Chief Financial Officer of Tekkorp Digital Acquisition Corp. II. In August 2020, he also served as an Executive Vice President. Mr. ~~Chhabra~~ ~~has~~Matejevich is ~~been~~a atseasoned ~~the~~gaming ~~forefront~~executive ofwith ~~corporate~~extensive ~~acquisition~~experience ~~activity~~in ~~within~~both the ~~digital~~online gaming ~~landscape~~and ~~for~~traditional ~~over a~~casino ~~decade~~industries. ~~His~~From ~~prior~~February ~~experience~~to August ~~includes~~2019, ~~leading~~he ~~corporate~~served ~~strategy,~~as ~~M&A,~~Trustee and ~~business~~Interim-Chief ~~development~~Executive atOfficer ~~two~~ of ~~the~~Ocean ~~global~~Casino ~~leaders in~~Resort ~~the~~(“Ocean”) ~~digital~~in ~~gaming~~Atlantic ~~industry~~City, where ~~The~~he ~~Stars~~successfully ~~Group~~led ~~and~~the ~~William~~management ~~Hill,~~team through an ownership change and aoperational ~~leading~~turnaround ~~supplier,~~effort. ~~Inspired~~Prior ~~Gaming~~to ~~Group~~Ocean, ~~(Nasdaq:~~from ~~INSE).~~2016 to 2018, Mr. ~~Chhabra~~ Matejevich served onas the ~~Group~~Chief ~~Executive~~Financial ~~Committees~~Officer of ~~each~~NYX. ofAt ~~these~~NYX, ~~companies.~~he ~~From~~focused ~~2010~~his toefforts ~~2017,~~on ~~Mr. Chhabra~~integrating ~~served~~the Company’s asmany ~~the~~acquisitions ~~Group~~and ~~Director~~multiple ofdebt ~~Strategy~~refinancings, and ~~Corporate~~was ~~Development~~instrumental ~~for~~to ~~William~~the ~~Hill.~~executive ~~From~~team ~~2017~~that tosold ~~May 2020,~~NYX ~~Mr. Chhabra~~to ~~served as~~Scientific ~~Chief~~Games ~~Corporate~~for ~~Development~~$631 million. ~~Officer~~Prior atto ~~TSG and~~NYX, from ~~2019~~2004 to ~~August 2020~~2014, heMr. ~~also~~Matejevich ~~served~~was as the Chief ~~Executive~~Financial Officer of ~~FOX Bet,~~Resorts aInternational ~~leading~~Holdings ~~U.S.~~and ~~online~~from ~~gaming~~2011 was ~~business~~also ~~which~~the isChief ~~the~~Operating ~~product~~Officer of the Atlantic Club Casino, a ~~landmark~~property ~~partnership~~under ~~between~~the ~~TSG~~Resorts ~~and~~International ~~FOX~~Holdings ~~Sports,~~umbrella — a ~~transaction~~Colony ~~which~~Capital he(NYSE: ~~led~~CLNY) entity. ~~During~~Prior ~~that~~to ~~period~~serving in various gaming positions, Mr. ~~Chhabra~~ ~~led~~Matejevich ~~several~~was ~~transactions~~a ~~which~~Vice ~~transformed~~President ~~TSG~~of ~~into~~High ~~the largest~~Yield ~~publicly~~Research ~~listed~~for ~~online~~Merrill ~~gambling~~Lynch, ~~operator~~where inhe managed the ~~world~~corporate bybond ~~both~~research ~~revenue~~effort ~~and~~for ~~market~~the ~~capitalization~~gaming and ~~the~~leisure ~~most~~sectors ~~diversified~~and ~~from~~marketed high ayield ~~product~~ and ~~geographic~~other ~~perspective~~debt ~~with~~transactions ~~revenues~~totaling ~~of over~~ $24.5 8 billion. Mr. ~~Chhabra’s~~ ~~M&A~~Matejevich ~~experience~~received isa ~~extensive and~~Bachelor ~~covers multiple global geographies and all parts~~ of ~~the~~Science ~~digital gaming value chain. Prior to working~~ in ~~the~~Economics ~~gaming~~from ~~sector,~~The Wharton ~~Mr. Chhabra~~School ~~was an equities analyst~~ and a ~~management consultant. Mr. Chhabra received a~~ Bachelor of ~~Science~~Arts in ~~Economics from~~International ~~the~~Relations ~~London~~from ~~School~~The College of ~~Economics~~Arts and ~~Political~~Sciences ~~Science~~at the University of Pennsylvania.

Marlon Goldstein has served as a director since October 2020. Mr. Goldstein has been the Executive Managing Director, Chief Executive Officer of Hard Rock Digital, an interactive gaming and sports betting business affiliated with Hard Rock International, since December 2020. Mr. Goldstein was the Executive Vice-President, Chief Legal Officer and Secretary of The Stars Group, Inc. (Nasdaq: TSG)(TSX: TSGI) from January 2014 until his retirement from the company in July 2020 following the merger of TSG with Flutter Entertainment, PLC (LSE: FLTR). Mr. Goldstein also served previously as the Executive Vice-President, Corporate Development and General Counsel of TSG. Prior to joining TSG, Mr. Goldstein was a principal shareholder in the corporate and securities practice at the international law firm of Greenberg Traurig P.A., where he practiced as a lawyer for almost 13 years. Mr. Goldstein’s practice focused on corporate and securities matters, including mergers and acquisitions, securities offerings, and financing transactions. Mr. Goldstein was also the founder and co-chair of the firm’s Gaming Practice, a multi-disciplinary team of attorneys representing owners, operators and developers of gaming facilities, manufacturers and suppliers of gaming devices, investment banks and lenders in financing transactions, and Indian tribes in the development and financing of gaming facilities. Mr. Goldstein received a Bachelor of Business Administration with a concentration in accounting from Emory University and a Juris Doctorate with highest honors from the University of Florida, College of Law. We believe Mr. Goldstein’s qualifications to serve on our board of directors include his substantial experience in the gaming industry and in acquisitions within the gaming industry.47

45Robin Chhabra has been our President since August 2020. In August 2020, he served as our Executive Vice President, Head of Corporate Strategy. Since January 2021, Mr. Chhabra has also served as the President of Tekkorp Digital Acquisition Corp. II. Mr. Chhabra has been at the forefront of corporate acquisition activity within the digital gaming landscape for over a decade. His prior experience includes leading corporate strategy, M&A, and business development at two of the global leaders in the digital gaming industry, The Stars Group and William Hill, and a leading supplier, Inspired Gaming Group (Nasdaq: INSE). Mr. Chhabra served on the Group Executive Committees of each of these companies. From 2010 to 2017, Mr. Chhabra served as the Group Director of Strategy and Corporate Development for William Hill. From 2017 to May 2020, Mr. Chhabra served as Chief Corporate Development Officer at TSG and, from 2019 to August 2020, he also served as the Chief Executive Officer of FOX Bet, a leading U.S. online gaming business which is the product of a landmark partnership between TSG and FOX Sports, a transaction which he led. During that period, Mr. Chhabra led several transactions which transformed TSG into the largest publicly listed online gambling operator in the world by both revenue and market capitalization and the most diversified from a product and geographic perspective with revenues of over $2.5 billion. Mr. Chhabra’s M&A experience is extensive and covers multiple global geographies and all parts of the digital gaming value chain. Prior to working in the gaming sector, Mr. Chhabra was an equities analyst and a management consultant. Mr. Chhabra received a Bachelor of Science in Economics from the London School of Economics and Political Science.

~~Thomas~~Marlon ~~Roche~~ Goldstein has served as a director since October 2020. ~~Since January 2021,~~ Mr. ~~Roche~~Goldstein has ~~also~~been ~~served~~the asExecutive aManaging ~~director~~Director, ofChief ~~Tekkorp~~Executive Officer of Hard Rock Digital, ~~Acquisition~~an ~~Corp.~~interactive ~~II.~~gaming ~~Mr. Roche~~and ~~has~~sports ~~more~~betting ~~than~~business 40affiliated ~~years~~with ofHard ~~experience~~Rock inInternational, ~~the~~since ~~gaming~~December ~~industry~~2020. Mr. asGoldstein awas ~~regulator~~the Executive Vice-President, ~~advisor and~~Chief ~~independent~~Legal ~~auditor.~~Officer ~~Mr. Roche~~and ~~joined~~Secretary ~~Ernst~~of &The ~~Young~~Stars asGroup, aInc. ~~partner~~(Nasdaq: inTSG)(TSX: ~~2003~~TSGI) from January 2014 until his retirement from the ~~firm~~company in ~~2019. He~~July ~~opened~~2020 ~~EY’s~~following ~~Las~~the ~~Vegas~~merger ~~office~~of ~~and~~TSG ~~was~~with ~~subsequently~~Flutter ~~appointed~~Entertainment, asPLC ~~the~~(LSE: ~~Office~~FLTR). Mr. ~~Managing~~Goldstein ~~Partner~~also ~~and~~served ~~Global~~previously ~~Gaming~~as ~~Industry Market~~the ~~Leader.~~Executive ~~In 2016~~Vice-President, ~~Mr. Roche~~Corporate ~~relocated~~Development toand ~~the~~General EYCounsel ~~Hong~~of ~~Kong~~TSG. ~~office~~Prior to ~~supervise~~joining TSG, ~~the~~Mr. ~~expansion~~Goldstein ofwas ~~the~~a EYprincipal ~~Global~~shareholder ~~Gaming Industry practice~~ in the ~~Asia~~corporate ~~Pacific~~and ~~region.~~securities ~~Mr. Roche~~practice ~~has~~at ~~been~~the ~~integral~~international tolaw ~~numerous~~firm ~~transactions~~of ~~that~~Greenberg ~~have~~Traurig P.A., ~~shaped~~where ~~the~~he ~~current gaming~~practiced ~~landscape.~~as ~~Prior~~a tolawyer ~~joining~~for ~~Ernst~~almost &13 ~~Young,~~years. Mr. ~~Roche~~ ~~served as Deloitte~~Goldstein’s ~~National~~practice ~~Gaming~~focused ~~Industry~~on ~~Leader~~ corporate and assecurities ~~the~~matters, including ~~co-head of~~mergers ~~Andersen’s~~and ~~Gaming~~acquisitions, ~~Industry~~securities ~~Practice~~offerings, inand ~~Las~~financing ~~Vegas~~transactions. ~~In 1989,~~ Mr. ~~Roche~~ Goldstein was ~~appointed~~also bythe ~~then Governor~~founder and co-chair of the ~~State~~firm’s ofGaming ~~Nevada~~Practice, ~~Robert~~a ~~Miller,~~multi-disciplinary toteam ~~serve as one~~ of ~~three~~attorneys ~~members~~representing ofowners, ~~the~~operators ~~Nevada~~and ~~State~~developers ~~Gaming~~of ~~Control~~gaming ~~Board for~~facilities, amanufacturers ~~four-year term,~~and ~~where~~suppliers heof ~~was~~gaming ~~directly~~devices, ~~responsible~~investment ~~for~~banks ~~the Audit~~ and ~~New~~lenders ~~Games~~in ~~Lab~~financing ~~Divisions.~~transactions, ~~Mr. Roche~~and isIndian atribes ~~member of~~in the ~~American~~development and ~~Institute~~financing of ~~Certified~~gaming ~~Public~~facilities. ~~Accountants~~Mr. ~~and~~Goldstein isreceived ~~licensed~~a byBachelor ~~the Nevada State Board~~ of ~~Accountancy~~Business ~~and~~Administration ~~Mississippi State~~with ~~Board~~a ofconcentration ~~Public~~in ~~Accountancy.~~accounting Hefrom Emory ~~received~~University ~~his~~and ~~Bachelor~~a ofJuris ~~Science~~Doctorate ~~degree~~with inhighest ~~Accounting~~honors from the University of ~~Southern~~Florida, ~~California~~College of Law. We believe Mr. ~~Roche~~Goldstein’s qualifications to serve on our board of directors include his ~~lengthy~~substantial ~~and comprehensive~~ experience in ~~accounting~~the ~~and~~gaming ~~finance~~industry and in acquisitions within the gaming industry.

~~Tony~~Thomas ~~Rodio~~ Roche has served as a director since October 2020. Since January 2021, Mr. ~~Rodio~~Roche has also served as a director of Tekkorp ~~Digital~~ Digital Acquisition Corp. II. ~~With~~Mr. ~~over~~Roche has more than 40 years of experience in the ~~casino~~gaming industry, ~~Mr. Rodio~~as ~~was~~a ~~the~~regulator, ~~Chief~~advisor ~~Executive Officer~~and ofindependent ~~Caesars~~auditor. Mr. ~~Entertainment~~Roche ~~Corporation~~joined ~~(Nadsaq:~~Ernst ~~CZR)~~& ~~and~~Young ~~was~~as ~~also~~ a ~~director~~partner ofin ~~Caesars~~2003 ~~from April 2019~~ until ~~its~~his ~~acquisition by~~retirement ~~Eldorado~~from ~~Resorts,~~the ~~Inc.~~firm in ~~July 2020~~2019. ~~Prior~~He toopened ~~Caesars,~~EY’s ~~Mr. Rodio~~Las ~~served~~Vegas asoffice and ~~Chief~~was ~~Executive~~subsequently ~~Officer~~appointed ofas ~~Affinity~~the ~~Gaming from~~Office ~~October~~Managing ~~2018~~Partner toand ~~April~~Global ~~2019~~Gaming ~~and,~~Industry ~~before~~Market ~~leading~~Leader. ~~the~~In ~~Affinity team~~2016, Mr. ~~Rodio~~ ~~served~~Roche asrelocated to athe ~~director,~~EY ~~Chief~~Hong ~~Executive~~Kong ~~Officer and~~office ~~President~~to supervise the expansion of ~~Tropicana~~the ~~Entertainment~~EY ~~Inc.~~Global ~~(formerly~~Gaming ~~OTCQB:~~Industry ~~TPCA)~~practice ~~for~~in ~~over~~the ~~seven~~Asia ~~years~~Pacific region. Mr. ~~Rodio~~ ~~started his gaming career~~Roche inhas ~~1980~~been asintegral anto ~~accounting~~numerous ~~clerk~~transactions ~~and~~that ~~transitioned~~have ~~into~~shaped the ~~management~~current ~~ranks,~~gaming ~~holding~~landscape. aPrior ~~succession~~to ofjoining ~~executive~~Ernst ~~positions~~& ~~for~~Young, ~~casino~~Mr. Roche ~~brands~~served ~~including~~as ~~Harrah~~Deloitte’s ~~Entertainment,~~National ~~Trump~~Gaming ~~Marina~~Industry ~~Hotel~~Leader ~~Casino,~~and as the ~~Atlantic~~co-head ~~City~~of ~~Hilton~~Andersen’s ~~Casino~~Gaming ~~Resort~~Industry ~~and~~Practice ~~Penn~~in ~~Gaming~~Las Vegas. ~~During~~In ~~his tenure~~1989, heMr. ~~oversaw~~Roche was appointed by then Governor of the ~~deployment~~State of ~~significant~~Nevada, ~~capital~~Robert ~~investments~~Miller, ~~and~~to ~~dramatically~~serve ~~increased~~as ~~the~~one ~~earnings~~of three members of the Nevada ~~enterprise.~~State HeGaming ~~has~~Control ~~also~~Board ~~served~~for ona ~~the~~four-year ~~boards~~term, ofwhere ~~professional~~he ~~and~~was ~~charitable~~directly ~~organizations~~responsible ~~including~~for ~~Atlantic~~the ~~City~~Audit ~~Alliance,~~and ~~United Way~~New ofGames ~~Atlantic~~Lab ~~County,~~Divisions. ~~the~~Mr. ~~Casino~~Roche is ~~Associations~~a member of ~~New~~the ~~Jersey~~American ~~and~~Institute ~~Indiana,~~of ~~AtlantiCare~~Certified ~~Charitable~~Public ~~Foundation~~Accountants and is licensed by the ~~Lloyd~~Nevada ~~D. Levenson~~State ~~Institute~~Board of ~~Gaming~~Accountancy ~~Hospitality~~and &Mississippi State ~~Tourism.~~Board Mrof Public Accountancy. ~~Rodio~~ He received ahis Bachelor of Science ~~from~~degree ~~Rider~~in ~~University~~Accounting ~~and a~~from ~~Master~~the University of ~~Business~~Southern ~~Administration from Monmouth University~~California. We believe Mr. ~~Rodio~~Roche’s qualifications to serve on our board of directors include his ~~extensive~~lengthy ~~gaming~~ and ~~management~~comprehensive experience in accounting and finance in the gaming industry.

Sean Ryan has served as a director since October 2020. Mr. Ryan is a digital media & technology operator with extensive global experience in online payments, e-commerce, marketplaces, mobile ad networks, digital games, enterprise collaboration platforms, blockchain, real money gaming and online music. Since 2014, Mr. Ryan has been serving as Vice President of Business Platform Partnerships at Facebook, Inc. (Nasdaq: FB), where he leads a more than 500 person global organization that manages the Payments, Commerce, Novi/Blockchain, Workplace and Audience Network businesses. Prior to his current role, Mr. Ryan was hired in 2011 as the Director of Games Partnerships to lead and grow the Games business at Facebook. Prior to joining Facebook, Mr. Ryan created the new social and mobile games division at News Corp, an American multinational mass media corporation. Mr. Ryan co-founded Twofish in 2009, a virtual goods and services platform that provided developers with data analytics and insights for individual application’s digital economies. From 2005 to 2008, Mr. Ryan founded and led Meez.com, a leading social entertainment service combining avatars, web games and virtual worlds. Mr. Ryan also co-founded SingShot Media, an online karaoke community, which was sold to Electronic Arts (Nasdaq: EA) and merged into its Sims division. Mr. Ryan received a Bachelors of Arts from Columbia University and a Master of Business Administration from the University of California, Los Angeles. We believe that Mr. Ryan’s qualifications to serve on our board of directors include his track record in implementing monetization strategies in digital media and technology.48

~~Director~~Tony ~~Independence~~Rodio has served as a director since October 2020. Since January 2021, Mr. Rodio has also served as a director of Tekkorp Digital Acquisition Corp. II. With over 40 years of experience in the casino industry, Mr. Rodio was the Chief Executive Officer of Caesars Entertainment Corporation (Nadsaq: CZR) and was also a director of Caesars from April 2019 until its acquisition by Eldorado Resorts, Inc. in July 2020. Prior to Caesars, Mr. Rodio served as Chief Executive Officer of Affinity Gaming from October 2018 to April 2019 and, before leading the Affinity team, Mr. Rodio served as a director, Chief Executive Officer and President of Tropicana Entertainment Inc. (formerly OTCQB: TPCA) for over seven years. Mr. Rodio started his gaming career in 1980 as an accounting clerk and transitioned into the management ranks, holding a succession of executive positions for casino brands including Harrah’s Entertainment, Trump Marina Hotel Casino, the Atlantic City Hilton Casino Resort and Penn Gaming. During his tenure, he oversaw the deployment of significant capital investments and dramatically increased the earnings of the enterprise. He has also served on the boards of professional and charitable organizations including Atlantic City Alliance, United Way of Atlantic County, the Casino Associations of New Jersey and Indiana, AtlantiCare Charitable Foundation and the Lloyd D. Levenson Institute of Gaming Hospitality & Tourism. Mr. Rodio received a Bachelor of Science from Rider University and a Master of Business Administration from Monmouth University. We believe Mr. Rodio’s qualifications to serve on our board of directors include his extensive gaming and management experience.

~~Nasdaq~~Sean ~~listing~~Ryan ~~standards~~has ~~require~~served ~~that~~as a ~~majority~~director ofsince ~~our~~October ~~board~~2020. ofMr. ~~directors~~Ryan beis ~~independent~~a ~~within~~digital ~~one~~media ~~year~~& oftechnology ~~our~~operator ~~Initial~~with ~~Public~~extensive ~~Offering.~~global experience Anin ~~“independent~~online ~~director”~~payments, ise-commerce, ~~defined~~marketplaces, ~~generally~~mobile ad networks, digital games, enterprise collaboration platforms, blockchain, real money gaming and online music. Since 2014, Mr. Ryan has been serving as aVice ~~person~~President ~~other~~of Business Platform Partnerships at Facebook, Inc. (Nasdaq: FB), where he leads a more than an500 ~~officer~~person orglobal ~~employee~~organization ofthat manages the ~~company~~Payments, orCommerce, ~~its~~Novi/Blockchain, Workplace ~~subsidiaries~~and orAudience ~~any~~Network ~~other~~businesses. ~~individual~~Prior ~~having~~to ahis ~~relationship~~current ~~which~~role, Mr. Ryan was hired in 2011 as the ~~opinion~~Director of Games Partnerships to lead and grow the ~~company’s~~Games ~~board~~business ofat ~~directors~~Facebook. Prior to joining Facebook, ~~would~~Mr. Ryan created the new social and mobile games division at News ~~interfere~~Corp, an American multinational mass media corporation. Mr. Ryan co-founded Twofish in 2009, a virtual goods and services platform that provided developers with ~~the~~data ~~director~~analytics and insights for individual application’s ~~exercise~~digital ofeconomies. ~~independent~~From ~~judgment~~2005 into ~~carrying~~2008, ~~out~~Mr. ~~the~~Ryan founded ~~responsibilities~~and ofled Meez.com, a ~~director~~leading social entertainment service combining avatars, web games and virtual worlds. WeMr. ~~have~~Ryan also co-founded ~~four~~SingShot ~~“independent~~Media, ~~directors”~~an asonline ~~defined~~karaoke incommunity, ~~the~~which ~~Nasdaq~~was ~~listing~~sold ~~standards~~to Electronic Arts (Nasdaq: EA) and ~~applicable~~merged ~~SEC~~into ~~rules.~~its ~~Our~~Sims ~~board~~division. ~~has~~Mr. ~~determined~~Ryan ~~that~~received ~~each~~a Bachelors of ~~Marlon~~Arts ~~Goldstein,~~from ~~Thomas~~Columbia ~~Roche~~University and a Master of Business Administration from the University of California, ~~Tony~~Los Angeles. ~~Rodio~~We ~~and~~believe ~~Sean~~that Mr. Ryan’s isqualifications anto ~~independent~~serve ~~director~~on ~~under~~our ~~applicable~~board ~~SEC~~of ~~rules~~directors ~~and~~include his track record in implementing ~~the~~monetization ~~Nasdaq~~strategies ~~listing~~in ~~standards~~digital media and technology.

46Director Independence

~~Number~~Nasdaq listing standards require that a majority of our board of directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship which in the opinion of the Company’s board of directors, would interfere with the ~~Terms~~director’s exercise of ~~Office~~independent judgment in carrying out the responsibilities of a director. We have four “independent directors” as defined in the Nasdaq listing standards and ~~Election~~applicable SEC rules. Our board has determined that each of ~~Officers~~Marlon Goldstein, Thomas Roche, Tony Rodio and ~~Director~~Sean Ryan is an independent director under applicable SEC rules and the Nasdaq listing standards.

~~Our board of directors consists of six members. Prior to our initial Business Combination~~Number, ~~holders of our founder shares will have~~ ~~the~~Terms ~~right to appoint all~~ of ~~our~~Office ~~directors~~ and ~~remove~~Election ~~members~~ of ~~the~~Officers ~~board of directors for any reason,~~ and holders of our Public Shares will not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares attending and voting in a general meeting. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares (or, prior to our initial Business Combination, holders of our founder shares).Director

Our ~~officers~~board ~~are~~of ~~appointed~~directors byconsists ~~the~~of ~~board~~six members. Prior to our initial Business Combination, holders of ~~directors~~our ~~and~~founder ~~serve~~shares atwill have the ~~discretion~~right to appoint all of our directors and remove members of the board of directors, ~~rather~~for ~~than~~any ~~for~~reason, ~~specific terms~~and holders of ~~office.~~our ~~Our~~Public ~~board~~Shares ofwill ~~directors~~not have isthe ~~authorized~~right to ~~appoint~~vote ~~persons~~on to the ~~offices~~appointment ~~set~~of ~~forth~~directors induring such time. These provisions of our amended and restated memorandum and articles of association asmay itonly ~~deems~~be ~~appropriate.~~amended ~~Our~~by ~~amended~~a ~~and~~special ~~restated~~resolution ~~memorandum~~passed ~~and~~by ~~articles~~a majority of ~~association provide~~at ~~that~~least ~~our~~90% ~~officers~~of ~~may~~our ~~consist~~ordinary ofshares aattending and ~~Chairman,~~voting in a ~~Chief~~general ~~Executive~~meeting. ~~Officer,~~Each aof ~~President,~~our adirectors ~~Chief~~will ~~Operating~~hold ~~Officer,~~office for a ~~Chief Financial~~two-year ~~Officer,~~term. ~~Vice~~Subject ~~Presidents,~~to aany ~~Secretary,~~other ~~Assistant~~special ~~Secretaries~~rights applicable to the shareholders, aany ~~Treasurer~~vacancies ~~and~~on ~~such~~our ~~other~~board ~~offices~~of asdirectors may be ~~determined~~ filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares (or, prior to our initial Business Combination, holders of our founder shares).

~~Committees~~Our officers are appointed by the board of directors and serve at the ~~Board~~discretion of ~~Directors~~the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors.

Our board of directors has three standing committees — an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee and a nominating committee, each comprised of independent directors.49

~~Audit~~Committees ~~Committee~~of the Board of Directors

~~The~~Our ~~members~~board of ~~our~~directors has three standing committees — an audit committee ~~are~~in ~~Thomas~~compliance ~~Roche,~~with ~~Tony~~Section ~~Rodio~~3(a)(58)(A) ~~and~~of ~~Marlon~~the ~~Goldstein.~~Exchange ~~Thomas~~Act, a ~~Roche~~compensation ~~serves~~committee asand ~~chairman~~a nominating committee, each comprised of ~~the~~independent ~~audit committee~~directors.

~~Each~~Audit member of the audit committee is financially literate and our board of directors has determined that Thomas Roche qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.Committee

WeThe ~~have~~members ~~adopted~~of anour audit committee ~~charter,~~are ~~which~~Thomas ~~details~~Roche, ~~the~~Tony ~~purpose~~Rodio and ~~principal~~Marlon ~~functions~~Goldstein. Thomas Roche serves as chairman of the audit committee~~, including:~~ .

●Each member ~~assisting board oversight~~ of ~~(1)~~ the ~~integrity~~audit ofcommittee ~~our~~is ~~financial~~financially ~~statements,~~literate ~~(2)~~and our ~~compliance~~board ~~with~~of ~~legal~~directors ~~and~~has ~~regulatory~~determined ~~requirements,~~that ~~(3)~~Thomas ~~our~~Roche ~~independent~~qualifies ~~registered~~as ~~public~~an ~~accounting~~“audit committee ~~firm’s~~financial ~~qualifications~~expert” ~~and~~as ~~independence,~~defined ~~and~~in ~~(4)~~applicable ~~the~~SEC ~~performance~~rules ofand ~~our~~has ~~internal~~accounting ~~audit~~or ~~function~~related ~~and~~financial ~~independent~~management ~~registered public accounting firm;~~expertise.

●We have ~~the~~adopted ~~appointment,~~an ~~compensation,~~audit ~~retention,~~committee ~~replacement~~charter, ~~and~~which ~~oversight~~details of the ~~work~~purpose ~~of the independent registered public accounting firm~~ and ~~any~~principal ~~other~~functions ~~registered~~of ~~public~~the ~~accounting~~audit ~~firm~~committee, ~~engaged by us;~~including:

● ~~pre-approving~~assisting ~~all~~board ~~audit~~oversight ~~and~~of ~~non-audit~~(1) ~~services~~the tointegrity beof ~~provided~~our byfinancial ~~the~~statements, ~~independent~~(2) ~~registered~~our ~~public~~compliance ~~accounting~~with ~~firm~~legal orand ~~any~~regulatory ~~other~~requirements, (3) our independent registered public accounting firm’s ~~engaged~~qualifications byand usindependence, and ~~establishing~~(4) ~~pre-approval~~the ~~policies~~performance of our internal audit function and ~~procedures~~independent registered public accounting firm;

● ~~reviewing~~the ~~and~~appointment, ~~discussing~~compensation, ~~with~~retention, ~~the~~replacement, ~~independent~~and ~~registered~~oversight ~~public~~of ~~accounting~~the ~~firm~~work ~~all~~of ~~relationships~~ the independent registered public accounting firm ~~has~~and ~~with~~any usother inregistered ~~order~~public toaccounting ~~evaluate~~firm ~~their~~engaged ~~continued~~by ~~independence~~us;

● ~~setting~~pre-approving ~~clear~~all ~~hiring~~audit ~~policies~~and ~~for~~non-audit ~~employees~~services orto ~~former~~be ~~employees~~provided ofby the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

● ~~setting~~reviewing ~~clear~~and ~~policies~~discussing ~~for~~with ~~audit~~the ~~partner~~independent ~~rotation~~registered inpublic ~~compliance~~accounting firm all relationships the independent registered public accounting firm has with ~~applicable~~us ~~laws~~in ~~and~~order ~~regulations~~to evaluate their continued independence;

47● setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

● ~~obtaining~~setting ~~and~~clear ~~reviewing~~policies afor report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit ~~firm,~~partner orrotation byin ~~any~~compliance ~~inquiry~~with orapplicable ~~investigation~~laws ~~by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm~~ and ~~any steps taken to deal with such issues~~regulations;

● ~~meeting~~obtaining toand ~~review~~reviewing ~~and~~a ~~discuss~~report, ~~our~~at ~~annual~~least ~~audited~~annually, ~~financial~~from ~~statements~~the ~~and~~independent ~~quarterly~~registered ~~financial~~public ~~statements~~accounting ~~with~~firm ~~management~~describing ~~and~~(1) the independent registered public accounting firm,’s ~~including~~internal ~~reviewing~~quality-control ~~our~~procedures ~~specific~~and ~~disclosures~~(2) ~~under~~any ~~“Item~~material 7.issues ~~Management’s~~raised ~~Discussion~~by ~~and~~the ~~Analysis~~most recent internal quality-control review, or peer review, of ~~Financial~~the ~~Condition~~audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and ~~Results~~any ofsteps ~~Operations”~~taken to deal with such issues;

● ~~reviewing~~meeting to review and ~~approving~~discuss ~~any~~our ~~related~~annual ~~party~~audited ~~transaction~~financial ~~required~~statements toand bequarterly ~~disclosed~~financial ~~pursuant~~statements towith ~~Item~~management ~~404~~and ofthe ~~Regulation~~independent ~~S-K~~registered ~~promulgated~~public byaccounting ~~the~~firm, ~~SEC~~including ~~prior~~reviewing toour usspecific ~~entering~~disclosures ~~into~~under ~~such~~“Item ~~transaction;~~7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

● reviewing ~~with management, the independent registered public accounting firm,~~ and ~~our~~approving ~~legal advisors, as appropriate,~~ any ~~legal,~~related ~~regulatory~~party ortransaction ~~compliance~~required ~~matters,~~to ~~including~~be ~~any~~disclosed ~~correspondence~~pursuant ~~with~~to ~~regulators~~Item or404 ~~government~~of ~~agencies~~Regulation ~~and~~S-K ~~any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules~~ promulgated by the ~~Financial~~SEC ~~Accounting~~prior ~~Standards~~to ~~Board,~~us ~~the~~entering ~~SEC~~into orsuch ~~other~~transaction; ~~regulatory authorities.~~and

~~Compensation Committee~~● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

~~The members of our Compensation Committee are Thomas Roche and Sean Ryan. Thomas Roche serves as chair of the compensation committee.~~50

WeCompensation ~~have adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:~~Committee

●The members ~~reviewing~~of ~~and~~our ~~approving~~Compensation onCommittee anare ~~annual~~Thomas ~~basis~~Roche ~~the corporate goals~~ and ~~objectives~~Sean ~~relevant~~Ryan. toThomas ~~our~~Roche ~~Chief~~serves ~~Executive~~as ~~Officer’s~~chair ~~compensation, evaluating our Chief Executive Officer’s performance in light~~ of ~~such goals and objectives and determining and approving~~ the ~~remuneration~~compensation ~~(if any) of our Chief Executive Officer based on such evaluation;~~committee.

●We have ~~reviewing~~adopted ~~and~~a ~~making~~compensation ~~recommendations~~committee tocharter, ~~our~~which ~~board~~details ~~of directors with respect to~~ the ~~compensation,~~purpose and ~~any~~responsibility ~~incentive-compensation and equity-based plans that are subject to board approval~~ of ~~all~~the ofcompensation ~~our~~committee, ~~other officers;~~including:

● reviewing and approving on an annual basis the corporate goals and objectives relevant to our ~~executive~~Chief Executive Officer’s compensation, ~~policies~~evaluating our Chief Executive Officer’s performance in light of such goals and ~~plans~~objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

● ~~implementing~~reviewing and ~~administering~~making recommendations to our ~~incentive~~board of directors with respect to the compensation, and any incentive-compensation and equity-based ~~remuneration~~ plans that are subject to board approval of all of our other officers;

● ~~assisting~~reviewing ~~management in complying with~~ our ~~proxy~~executive ~~statement~~compensation policies and ~~annual report disclosure requirements~~plans;

● ~~approving~~implementing ~~all special perquisites, special cash payments~~ and ~~other~~administering ~~special~~our incentive compensation ~~and~~equity-based ~~benefit~~remuneration ~~arrangements for our officers and employees~~plans;

● ~~producing~~assisting amanagement ~~report~~in oncomplying ~~executive~~with ~~compensation~~our toproxy bestatement ~~included~~and ~~in our~~ annual ~~proxy~~report ~~statement;~~disclosure ~~and~~requirements;

● ~~reviewing~~approving all special perquisites, ~~evaluating~~special ~~and~~cash ~~recommending~~payments ~~changes,~~and ifother ~~appropriate,~~special tocompensation ~~the~~and ~~remuneration~~benefit arrangements for ~~directors.~~our officers and employees;

~~The charter~~● ~~also~~producing ~~provides that the compensation committee may, in its sole discretion, retain or obtain the advice of~~ a ~~compensation consultant,~~report ~~independent~~on ~~legal~~executive ~~counsel or other adviser and is directly responsible for the appointment,~~ compensation ~~and~~to ~~oversight of~~be ~~the~~included ~~work~~in ofour ~~any~~annual ~~such~~proxy ~~adviser.~~statement; However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and ~~the SEC.~~

48● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

~~Nominating~~The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and ~~Corporate~~is ~~Governance~~directly ~~Committee~~responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

~~The members of our~~ Nominating and Corporate Governance Committee ~~are Marlon Goldstein and Tony Rodio. Marlon Goldstein serves as chair of the nominating and corporate governance committee.~~

WeThe ~~have~~members ~~adopted~~of aour ~~nominating~~Nominating and ~~corporate~~Corporate ~~governance~~Governance ~~committee~~Committee ~~charter,~~are ~~which~~Marlon ~~details~~Goldstein ~~the~~and ~~purpose~~Tony ~~and~~Rodio. ~~responsibilities~~Marlon ofGoldstein serves as chair of the nominating and corporate governance committee~~, including:~~.

●We have ~~identifying,~~adopted ~~screening~~a nominating and ~~reviewing~~corporate ~~individuals~~governance ~~qualified~~committee ~~to serve as directors~~charter, ~~consistent~~which ~~with~~details ~~criteria approved by~~ the ~~board~~purpose ~~of directors,~~ and ~~recommending~~responsibilities ~~to the board~~ of ~~directors candidates for nomination for election at~~ the ~~annual~~nominating and ~~general~~corporate ~~meeting~~governance orcommittee, ~~to fill vacancies on the board of directors;~~including:

● ~~developing~~identifying, screening and ~~recommending~~reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors, and ~~overseeing~~recommending ~~implementation~~to the board of ~~our~~directors ~~corporate~~candidates ~~governance~~for ~~guidelines~~nomination for election at the annual general meeting or to fill vacancies on the board of directors;

● ~~coordinating~~developing and ~~overseeing~~recommending ~~the~~to ~~annual self-evaluation of~~ the board of directors, ~~its~~and ~~committees,~~overseeing ~~individual~~implementation ~~directors~~of ~~and~~our ~~management~~corporate ~~in the~~ governance ~~of the company~~guidelines; ~~and~~

● ~~reviewing~~coordinating onand aoverseeing ~~regular~~the ~~basis~~annual ~~our~~self-evaluation ~~overall~~of ~~corporate~~the ~~governance~~board ~~and~~of ~~recommending~~directors, ~~improvements~~its ascommittees, individual directors and ~~when~~management ~~necessary.~~in the governance of the Company; and

~~The charter~~● ~~also~~reviewing ~~provides~~on ~~that~~a ~~the~~regular ~~nominating~~basis ~~and~~our overall corporate governance ~~committee may, in its sole discretion, retain or obtain the advice of,~~ and ~~terminate,~~recommending ~~any~~improvements ~~search~~as ~~firm to be used to identify director candidates,~~ and iswhen ~~directly responsible for approving the search firm’s fees and other retention terms~~necessary.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, holders of our Public Shares will not have the right to recommend director candidates for nomination to our board of directors.51

~~Code~~The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, ~~Ethics~~and terminate, any search firm to be used to identify director candidates, and is directly responsible for approving the search firm’s fees and other retention terms.

We have ~~adopted~~not aformally ~~code~~established ofany ~~ethics and business conduct (our “Code of Ethics”) applicable to our directors~~specific, ~~officers~~minimum ~~and employees.~~qualifications Wethat ~~have~~must ~~filed~~be amet ~~copy~~or ofskills ~~our~~that ~~Code~~are ofnecessary ~~Ethics~~for asdirectors ~~an exhibit~~ to ~~this Annual Report~~possess. ~~We have also posted a copy of our Code~~ ofIn ~~Ethics and the charters of our audit committee~~general, ~~compensation~~in ~~committee~~identifying and ~~nominating~~evaluating ~~and~~nominees ~~corporate~~for ~~governance~~director, ~~committee~~the ~~on our~~board ~~website~~of ~~tekkorpdigital.com~~directors ~~under~~considers ~~“Investor~~educational ~~Relations—Corporate~~background, ~~Governance.”~~diversity ~~Our website and the information~~of ~~contained~~professional onexperience, orknowledge ~~that~~of ~~can~~our bebusiness, ~~accessed through~~integrity, ~~the~~professional ~~website~~reputation, isindependence, ~~not deemed to be incorporated by reference in~~wisdom, and isthe ~~not~~ability ~~considered~~to represent ~~part~~the ~~of,~~best ~~this~~interests ~~Annual~~of ~~Report~~our shareholders. ~~You~~Prior ~~are able~~ to ~~review these documents by accessing~~ our ~~public~~initial ~~filings~~Business ~~at the SEC’s web site at www.sec.gov. In addition~~Combination, aholders ~~copy~~ of ~~the~~our ~~Code~~Public ofShares ~~Ethics~~ will benot ~~provided~~have ~~without~~the ~~charge upon request from us. We intend to disclose~~right ~~any amendments~~ to orrecommend ~~waivers~~director ofcandidates ~~certain~~for ~~provisions~~nomination ofto our ~~Code~~board of ~~Ethics in a Current Report on Form 8-K~~directors.

~~Conflicts~~Code of ~~Interest~~Ethics

~~Under~~We ~~Cayman~~have ~~Islands~~adopted ~~law,~~a code of ethics and business conduct (our “Code of Ethics”) applicable to our directors, officers and ~~officers~~employees. We ~~owe~~have filed a copy of our Code of Ethics as an exhibit to this Annual Report. We have also posted a copy of our Code of Ethics and the ~~following~~charters ~~fiduciary~~of ~~duties:~~our audit committee, compensation committee and nominating and corporate governance committee on our website tekkorpdigital.com under “Investor Relations—Corporate Governance.” Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report. You are able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

~~● duty to act in good faith in what the director or officer believes to be in the best interests~~ Conflicts of ~~the company as a whole;~~Interest

●Under Cayman ~~duty~~Islands tolaw, ~~exercise~~our ~~powers~~directors ~~for the purposes for which those powers were conferred~~ and ~~not~~officers ~~for~~owe athe ~~collateral~~following ~~purpose;~~fiduciary duties:

● duty to ~~not~~act ~~improperly~~in ~~fetter~~good faith in what the ~~exercise~~director or officer believes to be in the best interests of ~~future~~the ~~discretion~~Company as a whole;

49● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

● duty to ~~exercise~~not ~~powers~~improperly ~~fairly~~fetter asthe ~~between~~exercise ~~different sections~~ of ~~shareholders~~future discretion;

● duty ~~not~~ to ~~put~~exercise ~~themselves~~powers infairly aas ~~position in which there is a conflict~~ between ~~their~~different ~~duty~~sections toof ~~the company and their personal interests~~shareholders; ~~and~~

● duty not to ~~exercise~~put ~~independent~~themselves ~~judgment.~~in a position in which there is a conflict between their duty to the Company and their personal interests; and

~~In addition~~● ~~to the above, directors also owe a~~ duty ~~of care, which is not fiduciary in nature. This duty has been defined as a requirement~~ to ~~act~~exercise asindependent a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience which that director hasjudgment.

AsIn ~~set~~addition ~~out~~to the above, directors ~~have~~also owe a duty ~~not~~of tocare, ~~put~~which ~~themselves~~is innot afiduciary ~~position~~in ofnature. ~~conflict~~This ~~and this includes a~~ duty ~~not~~has tobeen ~~engage~~defined ~~in self-dealing,~~as ora requirement to ~~otherwise~~act ~~benefit~~ as a ~~result~~reasonably ofdiligent ~~their~~person ~~position.~~having ~~However,~~both inthe ~~some~~general ~~instances~~knowledge, ~~what~~skill ~~would~~and ~~otherwise~~experience bethat amay ~~breach of~~reasonably ~~this duty can~~ be ~~forgiven~~expected ~~and/or~~of ~~authorized~~a inperson carrying ~~advance~~out by the ~~shareholders;~~same ~~provided~~functions ~~that~~as ~~there~~are iscarried ~~full~~out ~~disclosure~~ by ~~the~~that ~~directors. This~~director ~~can~~in berelation ~~done~~to bythe ~~way~~Company ofand ~~permission granted in~~ the ~~amended~~general ~~and~~knowledge, ~~restated~~skill ~~memorandum~~ and ~~articles of association or alternatively~~experience bywhich ~~shareholder~~that ~~approval~~director ~~at general meetings~~has.

Certain of our directors and officers have fiduciary and contractual duties to certain companies. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. None of the members of our management team who are also employed by our Sponsor or its affiliates have any obligation to present us with any opportunity for a potential Business Combination of which they become aware, subject to his or her fiduciary duties under Cayman Islands law. Our Sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial Business Combinations, prior to us completing our initial Business Combination and any such involvement may result in conflicts of interest. Our management team, in their capacities as directors, officers or employees of our Sponsor or its affiliates or in their other endeavors (including other special purpose acquisition companies they are or may become involved with), may choose to present potential Business Combinations to the related entities described above, current or future entities affiliated with or managed by our Sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties.52

~~Our~~As ~~directors~~set ~~and~~out ~~officers presently have~~above, ~~and~~directors ~~any of them in the future may~~ have, ~~additional,~~a ~~fiduciary~~duty ornot ~~contractual obligations~~ to ~~other~~put ~~entities~~themselves ~~(including~~in ~~other special purpose acquisition companies they are or may become involved with) pursuant to which such officer or director is or will be required to present~~ a ~~Business~~position ~~Combination opportunity to such entity. Accordingly, if any~~ of ~~our~~conflict ~~directors~~and orthis ~~officers~~includes ~~becomes aware of~~ a ~~Business~~duty ~~Combination~~not ~~opportunity that is suitable for an entity~~ to ~~which~~engage ~~he or~~in ~~she has then~~self-~~current fiduciary or contractual obligations~~dealing, he or ~~she may need~~ to ~~honor~~otherwise ~~these~~benefit ~~fiduciary~~as ora ~~contractual obligations~~result toof ~~present~~their ~~such~~position. ~~Business Combination opportunity to such entity~~However, ~~subject~~in tosome ~~his~~instances orwhat ~~her~~would ~~fiduciary~~otherwise ~~duties~~be ~~under~~a ~~Cayman Islands~~breach ~~law. Our amended and restated memorandum and articles~~ of ~~association~~this ~~provide~~duty ~~that~~can ~~we renounce our interest in any corporate~~be ~~opportunity~~forgiven ~~offered to any director~~ and/or ~~officer~~authorized ~~unless such opportunity is expressly offered to such person solely~~ in ~~his~~advance orby ~~her capacity as a director or officer of~~ the ~~company~~shareholders; ~~and~~provided ~~it is an opportunity~~ that wethere ~~are~~is ~~able~~full todisclosure ~~complete~~by onthe ~~a reasonable basis~~directors. ~~Our~~ ~~directors~~This ~~and~~can ~~officers~~be ~~are~~done by ~~also~~way ~~not~~of ~~required~~permission togranted ~~commit~~in ~~any~~the ~~specified~~amended ~~amount~~and ofrestated ~~time~~memorandum ~~to our affairs,~~ and, ~~accordingly,~~articles ~~will have conflicts~~ of ~~interest~~association inor ~~allocating~~alternatively ~~management~~by ~~time~~shareholder ~~among various business activities, including identifying potential Business~~approval ~~Combinations~~at ~~and~~general ~~monitoring the related due diligence~~meetings.

WeCertain doof ~~not~~our ~~believe,~~directors ~~however,~~and ~~that~~officers ~~the~~have fiduciary and contractual duties orto ~~contractual~~certain ~~obligations~~companies. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. None of the members of our ~~directors~~management team who are also employed by our Sponsor or ~~officers~~its ~~will~~affiliates ~~materially~~have ~~affect~~any obligation to present us with any ~~our~~opportunity ~~ability~~for a potential Business Combination of which they become aware, subject to ~~identify~~his or her fiduciary duties under Cayman Islands law. Our Sponsor and ~~pursue~~directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial Business Combinations, prior to us completing our initial Business Combination ~~opportunities~~and any such involvement may result in conflicts of interest. Our management team, in their capacities as directors, officers or ~~complete~~employees of our ~~initial~~Sponsor or its affiliates or in their other endeavors (including other special purpose acquisition companies they are or may become involved with), may choose to present potential Business ~~Combination~~Combinations to the related entities described above, current or future entities affiliated with or managed by our Sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties.

~~Information~~Our ~~regarding~~directors ~~performance~~and byofficers ~~our~~presently ~~management~~have, ~~team~~ and ~~their~~any ~~affiliates~~of isthem ~~presented~~in ~~for~~the ~~informational~~future ~~purposes~~may ~~only.~~have, ~~Past~~additional, ~~performance~~fiduciary or contractual obligations to other byentities ~~our~~(including ~~management~~other ~~team~~special ~~and~~purpose ~~their~~acquisition ~~affiliates~~companies isthey ~~not~~are aor ~~guarantee~~may ~~either~~become (1involved with) ~~that~~pursuant weto which such officer or director is or will be ~~able~~required to ~~identify~~present a ~~suitable~~Business ~~candidate for~~Combination ~~our~~opportunity ~~initial~~to ~~business~~such ~~combination~~entity. Accordingly, if any of our directors or ~~(2)~~officers becomes aware of ~~success~~a ~~with~~Business ~~respect~~Combination opportunity that is suitable for an entity to ~~any~~which ~~business~~he ~~combination~~or weshe has then-current fiduciary or contractual obligations, he or she may ~~consummate.~~need ~~You~~to ~~should~~honor these fiduciary or contractual obligations to present such Business Combination ~~not~~opportunity ~~rely~~to onsuch ~~the~~entity, ~~historical~~subject ~~record~~to his or her fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that we renounce our ~~management~~interest ~~team~~in orany ~~their~~corporate ~~affiliates~~opportunity oroffered to any ~~related~~director ~~investment’s~~or ~~performance~~officer asunless ~~indicative~~such ofopportunity ~~our~~is ~~future~~expressly ~~performance~~offered ofto ansuch ~~investment~~person solely in ~~the~~his ~~company~~or her capacity as a director or ~~the~~officer ~~returns~~of the ~~company~~Company ~~will,~~and orit is an ~~likely~~opportunity that we are able to complete on a reasonable basis. Our directors and officers are also not required to commit any specified amount of time to our affairs, ~~generate~~and, accordingly, will have conflicts of interest in allocating management time among various business ~~going~~activities, ~~forward~~including identifying potential Business Combinations and monitoring the related due diligence.

50We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue Business Combination opportunities or complete our initial Business Combination.

~~Potential~~Information ~~investors~~regarding ~~should~~performance ~~also~~by our management team and their affiliates is presented for informational purposes only. Past performance by our management team and their affiliates is not a guarantee either (1) that we will be ~~aware~~able to identify a suitable candidate for our initial business combination or (2) of success with respect to any business combination we may consummate. You should not rely on the ~~following~~historical record ~~potential~~of ~~conflicts~~our management team or their affiliates or any related investment’s performance as indicative of ~~interest:~~our future performance of an investment in the Company or the returns the Company will, or is likely to, generate going forward.

●Potential investors ~~None~~should ofalso ~~our~~be ~~directors~~aware orof ~~officers~~the isfollowing ~~required~~potential ~~to commit his or her full time to our affairs and, accordingly, may have~~ conflicts of interest ~~in allocating his or her time among various business activities.~~:

● InNone ~~the course~~ of ~~their other business activities,~~ our directors ~~and~~or officers ~~may~~is ~~become~~required ~~aware~~to ofcommit ~~investment~~his ~~and~~or ~~business~~her ~~opportunities~~full ~~that~~time ~~may be appropriate for presentation~~ to usour asaffairs ~~well~~and, asaccordingly, ~~the other entities with which they are affiliated. Our management~~ may have conflicts of interest in ~~determining~~allocating tohis ~~which~~or ~~entity~~her atime ~~particular~~among various business ~~opportunity should be presented~~activities. ~~For a complete description of our management’s other affiliations, see “Item 10. Directors, Executive Officers and Corporate Governance.”~~

● ~~Our~~In ~~initial shareholders, directors and officers have agreed to waive their redemption rights with respect to any founder shares and Public Shares held by them in connection with~~ the ~~consummation~~course of ~~our~~their ~~initial~~other ~~Business~~business ~~Combination. Additionally~~activities, our ~~initial~~directors ~~shareholders~~and ~~have~~officers ~~agreed~~may tobecome ~~waive~~aware ~~their redemption rights with respect to their founder shares if we fail to consummate our initial Business Combination within 24 months after the closing~~ of ~~the~~investment ~~Initial~~and ~~Public~~business ~~Offering~~opportunities ~~or during any extended time~~ that we may ~~have~~be toappropriate ~~consummate~~for dapresentation ~~business~~to ~~combination~~us as awell ~~result~~as of a shareholder vote to amend our amended and restated memorandum and articles of association. However, if our initial shareholders (or any of our directors, officers or affiliates) acquire Public Shares, they will be entitled to liquidating distributions from the ~~Trust~~other ~~Account~~entities with ~~respect~~which tothey ~~such~~are ~~Public Shares if we fail to consummate our initial Business Combination within the prescribed time frame~~affiliated. IfOur wemanagement domay ~~not~~have ~~complete~~conflicts ~~our initial Business Combination within such applicable time period, the proceeds~~ of ~~the~~interest ~~sale of the private placement warrants held~~ in ~~the~~determining ~~Trust Account will be used~~ to ~~fund~~which ~~the~~entity ~~redemption~~a ofparticular ~~our~~business ~~Public~~opportunity ~~Shares,~~should ~~and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not~~ be transferable, assignable or salable by our initial shareholders until the earlier of: (1) one year after the completion of our initial Business Combination; and (2) subsequent to our initial Business Combination (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12presented.00 ~~per~~For ~~share~~a (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination or (y) the date on which we complete adescription ~~liquidation, merger, share exchange, reorganization or other similar transaction that results in all~~ of our ~~Public~~management’s ~~Shareholders having the right to exchange their ordinary shares for cash, securities or~~ other ~~property. With certain limited exceptions~~affiliations, ~~the~~see ~~private~~“Item placement warrants and the ordinary shares underlying such warrants, will not be transferable, assignable or salable by our Sponsor until 30 days after the completion of our initial Business Combination10. ~~Since our Sponsor and directors and officers may directly or indirectly own ordinary shares and warrants following the Initial Public Offering~~Directors, ~~our~~Executive ~~directors~~Officers and ~~officers~~Corporate ~~may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination~~Governance.”

● Our directors and officers may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination. 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 to proceed with a particular Business Combination.53

● Our initial shareholders, directors and officers have agreed to waive their redemption rights with respect to any founder shares and Public Shares held by them in connection with the consummation of our initial Business Combination. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial Business Combination within 24 months after the closing of the Initial Public Offering or during any extended time that we may have to consummate da business combination as a ~~conflict~~result of ~~interest~~a shareholder vote to amend our amended and restated memorandum and articles of association. However, if our initial shareholders (or any of our directors, officers or affiliates) acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to ~~evaluating~~such aPublic ~~particular~~Shares if we fail to consummate our initial Business Combination ifwithin the ~~retention~~prescribed time frame. If we do not complete our initial Business Combination within such applicable time period, the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of our Public Shares, and the Private Placement Warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or ~~resignation~~salable by our initial shareholders until the earlier of: (1) one year after the completion of our initial Business Combination; and (2) subsequent to our initial Business Combination (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the Private Placement Warrants and the ordinary shares underlying such warrants, will not be transferable, assignable or salable by our Sponsor until 30 days after the completion of our initial Business Combination. Since our Sponsor and directors and officers ~~was~~may ~~included~~directly byor indirectly own ordinary shares and warrants following the Initial Public Offering, our directors and officers may have a ~~target~~conflict ~~business~~of asinterest in determining whether a ~~condition~~particular totarget ~~any~~business ~~agreement~~is an appropriate business with ~~respect~~which to effectuate our initial Business Combination.

~~The conflicts~~● ~~described~~Our ~~above~~directors and officers may ~~not~~negotiate beemployment ~~resolved~~or consulting agreements with a target business in connection with a particular Business Combination. These agreements may provide for them to receive compensation following our ~~favor~~initial Business Combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular Business Combination.

~~Accordingly, as~~● aOur ~~result of multiple business affiliations, our~~ directors and officers may have ~~similar~~a ~~legal~~conflict ~~obligations~~of ~~relating~~interest with respect to ~~presenting business~~evaluating ~~opportunities~~a ~~meeting~~particular ~~the~~Business ~~above-listed~~Combination ~~criteria~~if tothe ~~multiple~~retention ~~entities.~~or ~~Below~~resignation isof aany ~~table~~such ~~summarizing~~directors ~~the~~and ~~entities~~officers towas ~~which our~~included ~~directors~~by ~~and~~a ~~officers~~target ~~currently~~business ~~have~~as ~~fiduciary~~a ~~duties~~condition orto ~~contractual~~any ~~obligations~~agreement ~~that~~with ~~may~~respect ~~present~~to aour ~~conflict~~initial ofBusiness ~~interest:~~Combination.

51The conflicts described above may not be resolved in our favor.

Individual	Entity	Entity’s Business	Affiliation
Matthew Davey	Tekkorp Digital Acquisition Corp. II	Special Purpose Acquisition Company	Chief Executive Officer and Director
	Tekkorp Capital LLC, Tekkorp Kapital LLC and Tekkorp Holdings LLC	Digital Sports and Gaming Consulting and Investments	Manager
	BetMakers Technology Group	Digital Gaming Technology	Director
Morris Bailey	JEMB Realty Corporation	Real Estate Development, Investment and Management	Chairman
	Basis Realty LLC, Herald Center Department Store GP Sole Member LLC, JEMB Resorts LLC, Pocono Manor Investors General Partner LLC, and East Side Subsidiary LLC	Holding Companies	Manager
	Astoria Project Partners LLC, Astoria Project Partners II LLC, JEMB/Harbert Astoria Holdings LLC and Rockland BLE Investors LLC	Energy Services	Manager
	Basis Investment Group LLC	Commercial Real Estate Investments and Management	Manager
	Soho Grant LLC and	Real Estate Investments	Manager
	75 Operating Inc., 150 Broadway Corp., Bailey Herald Inc., Scottsdale Operating Inc, JEMB Atlantic City Inc, DGMB Casino SPE Corp, MPB Enterprises Inc, JEMB Family Inc, Place Dupuis LTD, Place Dupuis ULC, Place Dupuis II ULC, Les Atriums LTD, 888 De Maisonneuve ULC, 1200 McGill College LTD, 1200 McGill College ULC and Raycom LTD	Holding Companies	Director
	Universal Fast Food Organization Inc	Fast Food Franchisee	Chairman and President
	Busac Inc	Real Estate Management	Director
	Gestion Immobiliere Chalme Inc	HVAC Services	Director

Accordingly, as a result of multiple business affiliations, our directors and officers have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Below is a table summarizing the entities to which our directors and officers currently have fiduciary duties or contractual obligations that may present a conflict of interest:

52Individual Entity Entity’s Business Affiliation Matthew Davey Tekkorp Digital Acquisition Corp. II Special Purpose Acquisition Company Chief Executive Officer and Director Tekkorp Capital LLC, Tekkorp Kapital LLC and Tekkorp Holdings LLC Digital Sports and Gaming Consulting and Investments Manager BetMakers Technology Group Digital Gaming Technology Director

Eric Matejevich	Tekkorp Digital Acquisition Corp. II	Special Purpose Acquisition Company	Chief Financial Officer
	N/A	N/A	N/A
Robin Chhabra	Tekkorp Digital Acquisition Corp. II	Special Purpose Acquisition Company	President
Marlon Goldstein	M2E2 Family Holdings, LLC and Original Interactive Partners, LLC	Investment Vehicles	Manager
	Seminole Hard Rock Digital, LLC	Gaming	Executive Managing Director, Chief Executive Officer
Thomas Roche	Tekkorp Digital Acquisition Corp. II	Special Purpose Acquisition Company	Director
Tony Rodio	Tekkorp Digital Acquisition Corp. II	Special Purpose Acquisition Company	Director
Sean Ryan	Facebook, Inc.	Social Networking	Vice President

Accordingly, if any of the above directors or officers become aware of a Business Combination opportunity which is suitable for any of the above entities 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, and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to identify and pursue Business Combination opportunities or complete our initial Business Combination.

Individual	Entity	Entity’s Business	Affiliation
Morris Bailey	JEMB Realty Corporation	Real Estate Development, Investment and Management	Chairman

	Basis Realty LLC, Herald Center Department Store GP Sole Member LLC, JEMB Resorts LLC, Pocono Manor Investors General Partner LLC, and East Side Subsidiary LLC	Holding Companies	Manager

	Astoria Project Partners LLC, Astoria Project Partners II LLC, JEMB/Harbert Astoria Holdings LLC and Rockland BLE Investors LLC	Energy Services	Manager

	Basis Investment Group LLC	Commercial Real Estate Investments and Management	Manager

	Soho Grant LLC and	Real Estate Investments	Manager

	75 Operating Inc., 150 Broadway Corp., Bailey Herald Inc., Scottsdale Operating Inc, JEMB Atlantic City Inc, DGMB Casino SPE Corp, MPB Enterprises Inc, JEMB Family Inc, Place Dupuis LTD, Place Dupuis ULC, Place Dupuis II ULC, Les Atriums LTD, 888 De Maisonneuve ULC, 1200 McGill College LTD, 1200 McGill College ULC and Raycom LTD	Holding Companies	Director

	Universal Fast Food Organization Inc	Fast Food Franchisee	Chairman and President

	Busac Inc	Real Estate Management	Director

	Gestion Immobiliere Chalme Inc	HVAC Services	Director

Eric Matejevich	Tekkorp Digital Acquisition Corp. II	Special Purpose Acquisition Company	Chief Financial Officer

	N/A	N/A	N/A

Robin Chhabra	Tekkorp Digital Acquisition Corp. II	Special Purpose Acquisition Company	President

We are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our sponsor, directors or officers. In the event we seek to complete our initial Business Combination with such a company, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business we are seeking to acquire that such an initial Business Combination is fair to our company from a financial point of view.55

In addition, our sponsor or any of its affiliates may make additional investments in the company in connection with the initial Business Combination, although our sponsor and its affiliates have no obligation or current intention to do so. If our sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence our sponsor’s motivation to complete an initial Business Combination.

Individual	Entity	Entity’s Business	Affiliation
Marlon Goldstein	M2E2 Family Holdings, LLC and Original Interactive Partners, LLC	Investment Vehicles	Manager

	Seminole Hard Rock Digital, LLC	Gaming	Executive Managing Director, Chief Executive Officer

Thomas Roche	Tekkorp Digital Acquisition Corp. II	Special Purpose Acquisition Company	Director

Tony Rodio	Tekkorp Digital Acquisition Corp. II	Special Purpose Acquisition Company	Director

Sean Ryan	Facebook, Inc.	Social Networking	Vice President

In Accordingly, if any of the ~~event~~above ~~that~~directors weor officers ~~submit~~become ~~our~~aware ~~initial~~of a Business Combination toopportunity ~~our~~which ~~Public~~is ~~Shareholders~~suitable for aany ~~vote,~~of ~~our~~the ~~initial~~above ~~shareholders,~~entities ~~directors~~to which he or she has then-current ~~and~~fiduciary ~~officers~~or ~~have~~contractual ~~agreed~~obligations, ~~pursuant~~he or she will honor his or her fiduciary or contractual obligations to ~~the~~present ~~terms~~such ofBusiness aCombination opportunity ~~letter~~to ~~agreement~~such ~~entered~~entity, ~~into~~and ~~with~~only present it to us if such entity rejects the opportunity, subject to ~~vote~~his ~~any~~or ~~founder~~her ~~shares~~fiduciary ~~(and~~duties ~~their~~under ~~permitted~~Cayman ~~transferees~~Islands ~~will~~law. ~~agree)~~Our amended and ~~Public~~restated ~~Shares~~memorandum ~~held~~and byarticles ~~them~~of association provide that we renounce our interest in ~~favor~~any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and it is an opportunity that we are able to complete on a reasonable basis. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to identify and pursue Business Combination opportunities or complete our initial Business Combination.

~~Item~~We are not prohibited from pursuing an initial 11Business Combination with a company that is affiliated with our sponsor, directors or officers. ~~Executive~~In ~~Compensation~~the event we seek to complete our initial Business Combination with such a company, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business we are seeking to acquire that such an initial Business Combination is fair to our company from a financial point of view.

~~None of~~In addition, our ~~executive officers or directors has received any cash (or non-cash) compensation for services rendered to us. Our~~ Sponsor~~, executive~~ ~~officers and directors,~~ or any of ~~their~~its ~~respective~~ affiliates, may ~~will~~make beadditional ~~reimbursed~~investments ~~for~~in ~~any~~the ~~out-of-pocket~~Company ~~expenses incurred~~ in connection with ~~activities~~the oninitial ~~our~~Business ~~behalf~~Combination, ~~such~~although asour ~~identifying~~sponsor ~~potential~~and ~~target~~its ~~businesses~~affiliates have ~~and~~no ~~performing~~obligation ~~due~~or ~~diligence~~current onintention ~~suitable business~~to ~~combinations~~do so. ~~Our~~If ~~independent~~our ~~directors~~sponsor ~~will~~or ~~review~~any onof aits ~~quarterly~~affiliates ~~basis~~elects ~~all~~to ~~payments~~make ~~that~~additional ~~were~~investments, ~~made~~such proposed toinvestments could influence our ~~Sponsor, officers,~~sponsor’s ~~directors~~motivation orto ~~our~~complete oran ~~their~~initial ~~affiliates~~Business Combination.

53In the event that we submit our initial Business Combination to our Public Shareholders for a vote, our initial shareholders, directors and officers have agreed, pursuant to the terms of a letter agreement entered into with us, to vote any founder shares (and their permitted transferees will agree) and Public Shares held by them in favor of our initial Business Combination.

After the completion of our initial Business Combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined companyItem 11. ~~All such compensation will be fully disclosed to shareholders,~~Executive ~~to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed Business Combination~~Compensation. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive and director compensation. Any compensation to be paid to our officers will be determined by our compensation committee.

~~We do~~None ~~not intend to take any action to ensure that members~~ of our ~~management~~executive ~~team~~officers ~~maintain~~or ~~their~~directors ~~positions with us after the consummation~~has ofreceived ~~our~~any ~~initial~~cash ~~Business~~(or ~~Combination,~~non-cash) ~~although~~compensation itfor isservices ~~possible~~rendered ~~that~~to ~~some~~us. orOur ~~all~~Sponsor, ~~of our~~ executive officers and directors, ~~may negotiate employment~~ or ~~consulting~~any ~~arrangements~~of totheir respective ~~remain~~affiliates, ~~with~~will usbe ~~after~~reimbursed ~~the~~for ~~initial~~any ~~Business Combination. The existence or terms~~ out-of-pocket ~~any such~~expenses ~~employment~~incurred orin ~~consulting~~connection ~~arrangements to retain their positions~~ with usactivities ~~may~~on ~~influence~~ our ~~management’s~~behalf ~~motivation~~such inas identifying orpotential ~~selecting a~~ target ~~business~~businesses ~~but~~and weperforming dodue ~~not~~diligence ~~believe~~on ~~that~~suitable ~~the~~business ~~ability~~combinations. ofOur ~~our~~independent ~~management~~directors ~~to remain with us after the~~will ~~consummation~~review ofon ~~our initial Business Combination will be~~ a ~~determining~~quarterly ~~factor~~basis inall ~~our~~payments ~~decision~~that towere ~~proceed~~made ~~with any potential Business Combination. We are not party~~ to ~~any agreements with~~ our ~~executive~~Sponsor, officers, ~~and~~ directors ~~that~~or ~~provide~~our ~~for~~or ~~benefits~~their ~~upon termination of employment~~affiliates.

~~Item~~After the completion of our initial Business Combination, 12directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. ~~Security~~All ~~Ownership~~such compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed Business Combination. It is unlikely the amount of such ~~Certain~~compensation ~~Beneficial~~will ~~Owners~~be ~~and~~known ~~Management~~at the time, because the directors of the post-combination business will be responsible for determining executive and ~~Related~~director ~~Stockholder~~compensation. ~~Matters~~Any compensation to be paid to our officers will be determined by our compensation committee.

~~The following table sets forth information available to us at May 28, 2021 with respect to our ordinary shares held by:~~56

●We ~~each~~do ~~person~~not ~~known~~intend byto take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to beremain with us after the ~~beneficial~~initial ~~owner~~Business Combination. The existence or terms of ~~more~~any ~~than~~such 5%employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our ~~outstanding~~management ~~shares~~to remain with us after the consummation of ~~common~~our ~~stock;~~initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

●Item 12. ~~each~~Security Ownership of ~~our~~Certain ~~executive~~Beneficial ~~officers~~Owners and ~~directors;~~Management and Related Stockholder Matters.

●The ~~all~~following ~~our~~table ~~executive~~sets ~~officers~~forth ~~and~~information ~~directors~~available to asus aat ~~group.~~March 3, 2022 with respect to our ordinary shares held by:

~~Unless otherwise~~● ~~indicated,~~each weperson ~~believe~~known ~~that~~by ~~all~~us ~~persons~~to ~~named~~be in the ~~table~~beneficial ~~have~~owner ~~sole~~of ~~voting~~more ~~and~~than ~~investment~~5% ~~power~~of ~~with~~our ~~respect~~outstanding ~~to all~~ shares of common stock ~~beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these are not exercisable within 60 days of May 28, 2021.~~;

Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned(2)		Approximate Percentage of Issued and Outstanding Ordinary Shares
Tekkorp JEMB LLC (our sponsor)(3)		4,750,000		15.2	%
Empyrean Capital Overseas Master Fund, Ltd.(4)		1,332,271		4.3	%
Millennium Management, LLC(5)		1,700,000		5.4	%
RP Investment Advisors LP(6)		1,429,316		5.7	%
Matthew Davey(3)		4,750,000		15.2	%
Tekkorp Holdings LLC(3)		4,750,000		15.2	%
Morris Bailey(3)(7)		5,750,000		15.2	%
JEMB SPAC LLC(3)(7)		4,750,000		15.2	%
Eric Matejevich		—		—
Robin Chhabra		700,000		2.2	%
Marlon Goldstein		25,000		*
Thomas Roche		25,000		*
Tony Rodio		25,000		*
Sean Ryan		25,000		*
Nicholas Matt(8)		700,000		2.2	%
All directors, officers and director nominees as a group (8 individuals)		5,550,000		17.8	%

●

each of our executive officers and directors; and

*● ~~Less~~all ~~than~~our ~~one~~executive ~~percent~~officers and directors as a group.

54Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these are not exercisable within 60 days of March 3, 2022.

(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Tekkorp Digital Acquisition Corp., 1980 Festival Plaza Drive, Ste #300, Las Vegas, Nevada 89135.

Name and Address of Beneficial Owner⁽¹⁾	Number of Shares Beneficially Owned⁽²⁾		Approximate Percentage of Issued and Outstanding Ordinary Shares
Tekkorp JEMB LLC (our sponsor)⁽³⁾		4,750,000		15.2	%
Empyrean Capital Overseas Master Fund, Ltd.⁽⁴⁾		1,332,271		4.3	%
Glazer Capital, LLC⁽⁵⁾		1,339,075		5.36	%
RP Investment Advisors LP⁽⁶⁾		1,412,071		5.6	%
Matthew Davey⁽³⁾		4,750,000		15.2	%
Tekkorp Holdings LLC⁽³⁾		4,750,000		15.2	%
Morris Bailey⁽³⁾⁽⁷⁾		5,750,000		15.2	%
JEMB SPAC LLC⁽³⁾⁽⁷⁾		4,750,000		15.2	%
Eric Matejevich		—		—
Robin Chhabra		700,000		2.2	%
Marlon Goldstein		25,000		*
Thomas Roche		25,000		*
Tony Rodio		25,000		*
Sean Ryan		25,000		*
Nicholas Matt⁽⁸⁾		700,000		2.2	%
All directors, officers and director nominees as a group (8 individuals)		5,550,000		17.8	%

~~(2)~~* ~~Interests~~Less ~~shown~~than include Class A ordinary shares, par value $0.0001 per share, of the Company and Class B ordinary shares, par value $0.0001 per share, of the Company, which will convert into Class A ordinary shares on a one~~-for-one~~ ~~basis at any time and from time to time at the option of the holders thereof and automatically on the day of the closing of a Business Combination~~percent.

(31) ~~Tekkorp~~Unless ~~JEMB~~otherwise ~~LLC~~noted, ~~our Sponsor, is~~ the ~~record~~business ~~holder~~address of ~~4,750,000~~each ~~Class~~of ~~B ordinary shares reported herein. Tekkorp Holdings LLC, a Nevada limited liability company, and JEMB SPAC LLC, a Delaware limited liability company, are~~ the ~~members~~following ofentities ~~our~~or ~~Sponsor~~individuals ~~and jointly manage our Sponsor. Mr. Davey~~ is ~~the~~c/o ~~manager of~~ Tekkorp ~~Holdings~~Digital ~~LLC~~Acquisition ~~and Mr~~Corp., ~~Bailey~~1980 isFestival ~~the~~Plaza ~~managing~~Drive, ~~member~~Ste ~~of JEMB SPAC LLC. Each of Mr. Davey~~#300, ~~Tekkorp~~Las ~~Holdings LLC~~Vegas, ~~Mr.~~Nevada ~~Bailey and JEMB SPAC LLC may be deemed to beneficially own the Class B ordinary shares directly held by our Sponsor reported herein by virtue of their control over our Sponsor~~89135.

(4) According to a Schedule 13G filed with the SEC on January 25, 2021, Empyrean Capital Overseas Master Fund, Ltd., a Cayman Islands exempted company (“ECOMF”), is the record holder of the shares reported herein. Empyrean Capital Partners, LP (“ECP”), a Delaware limited partnership, serves as investment manager to ECOMF and Amos Meron serves as the managing member of Empyrean Capital, LLC, which is the general partner of ECP. As a result of the foregoing, each of ECP and Mr. Meron may be deemed to beneficially own the shares reported herein. The business address of each of ECOMF, ECP and Mr. Meron is 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.57

	(5)	According to a Schedule 13G filed with the SEC on October 28, 2020, Millennium Management LLC (“Millennium Management”) is the general partner of the managing member of Integrated Core Strategies (US) LLC (“Integrated Core Strategies”), which is the holder of 950,000 Class A ordinary shares, and is the general partner of the 100% owner of ICS Opportunities, Ltd. (“ICS Opportunities”), which is the holder of 750,000 Class A ordinary shares. Millennium International Management LP, a Delaware limited partnership (“Millennium International Management”), is the investment manager to ICS Opportunities. Millennium Group Management LLC (“Millennium Group Management”) is the managing member of Millennium Management and the general partner of Millennium International Management. A trust of which Israel A. Englander currently serves as the sole voting trustee is the managing member of Millennium Group Management. As a result of the foregoing, each of Millennium Management, Millennium Group Management and Mr. Englander may be deemed to have shared voting control and investment discretion and therefore beneficial ownership over securities owned by Integrated Core Strategies and ICS Opportunities. Millennium International Management may be deemed to have shared voting control and investment discretion and therefore beneficial ownership over securities owned by ICS Opportunities. The business address of each of Millennium Management, Millennium Group Management, Millennium International Management, Mr. Englander, Integrated Core Strategies and ICS Opportunities is 666 Fifth Avenue, New York, New York 10103.
	(6)	According to a Schedule 13G filed with the SEC on April 26, 2021, 469,926 of the shares reported herein are held by RP Select Opportunities Master Fund Ltd., 110,773 of the shares reported herein are held by RP Debt Opportunities Fund Ltd., 16,839 of the shares reported herein are held by RP Alternative Global Bond Fund and 831,778 of the shares reported herein are held by RP SPAC Fund (collectively, the “RP Funds”), which are managed by RP Investment Advisors LP, an Ontario limited partnership (the “RP Advisor”). The RP Advisor, in its capacity as the investment manager of the RP Funds, has the power to vote and the power to direct the disposition of all shares held by the RP Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the RP Advisor may be deemed to beneficially own the aggregate 1,429,316 shares reported herein. The business address of each of the RP Funds and the RP Advisor is 39 Hazelton Avenue, Toronto, Ontario, Canada, M5R 2E3.
	(7)	According to a Schedule 13D/A filed with the SEC on December 15, 2020, Bailey Grand Investments LLC (“Bailey Grand”) is the record holder of 1,000,000 Class A ordinary shares reported herein. Mr. Bailey is the managing member of Bailey Grand and has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, the 1,000,000 Class A ordinary shares held by Bailey Grand and is the beneficial owner of such shares.
	(8)	Nicholas Matt, as Trustee of the Irwin Apartment Trust, a trust for the benefit of Eric Matejevich’s issue, is the beneficial holder of these Class B ordinary shares.

(2)

Interests shown include Class A ordinary shares, par value $0.0001 per share, of the Company and Class B ordinary shares, par value $0.0001 per share, of the Company, which will convert into Class A ordinary shares on a one-for-one basis at any time and from time to time at the option of the holders thereof and automatically on the day of the closing of a Business Combination.

~~Our initial~~(3) ~~shareholders~~Tekkorp ~~beneficially~~JEMB ~~own~~LLC, ~~approximately~~our ~~17.8%~~Sponsor, ofis the ~~issued~~record ~~and~~holder ~~outstanding~~of ~~ordinary~~4,750,000 ~~shares~~Class ~~and~~B ~~have~~ordinary ~~the~~shares ~~right~~reported ~~to elect~~herein. ~~all~~Tekkorp ofHoldings ~~our~~LLC, ~~directors~~a ~~prior~~Nevada tolimited ~~our~~liability ~~initial~~company, ~~Business~~and ~~Combination~~JEMB asSPAC LLC, a ~~result~~Delaware oflimited ~~holding~~liability ~~all~~company, ofare the ~~founder~~members ~~shares. Holders~~ of our ~~Public~~Sponsor ~~Shares~~and ~~will~~jointly ~~not~~manage ~~have~~our Sponsor. Mr. Davey is the ~~right~~manager toof ~~appoint~~Tekkorp ~~any~~Holdings ~~directors~~LLC toand ~~our~~Mr. ~~board~~Bailey ofis ~~directors~~the ~~prior~~managing tomember ~~our~~of ~~initial~~JEMB ~~Business Combination~~SPAC LLC. InEach ~~addition,~~of ~~because~~Mr. ofDavey, ~~their~~Tekkorp ~~ownership~~Holdings ~~block~~LLC, ~~our~~Mr. ~~initial~~Bailey ~~shareholders~~and JEMB SPAC LLC may be ~~able~~deemed to ~~effectively~~beneficially ~~influence~~own the ~~outcome~~ ofClass ~~all~~B ~~other~~ordinary ~~matters~~shares ~~requiring~~directly ~~approval~~held by our ~~shareholders,~~Sponsor ~~including~~reported ~~amendments~~herein toby ~~our~~virtue ~~amended and restated memorandum and articles~~ of ~~association~~their ~~and~~control ~~approval~~over ofour ~~significant corporate transactions~~Sponsor.

55(4) According to a Schedule 13G filed with the SEC on January 25, 2021, Empyrean Capital Overseas Master Fund, Ltd., a Cayman Islands exempted company (“ECOMF”), is the record holder of the shares reported herein. Empyrean Capital Partners, LP (“ECP”), a Delaware limited partnership, serves as investment manager to ECOMF and Amos Meron serves as the managing member of Empyrean Capital, LLC, which is the general partner of ECP. As a result of the foregoing, each of ECP and Mr. Meron may be deemed to beneficially own the shares reported herein. The business address of each of ECOMF, ECP and Mr. Meron is 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.

~~Item 13.~~(5) ~~Certain~~According ~~Relationships~~to a Schedule 13G filed with the SEC on February 14, 2022, Glazer Capital, LLC (“Glazer Capital”) serves as investment manager of certain funds and ~~Related~~managed ~~Transactions~~accounts (collectively, the “Glazer Funds”) that own the Class A ordinary shares reported herein. Paul J. Glazer serves as the Managing Member of Glazer Capital. As a result of the foregoing, each of Glazer Capital and ~~Director~~Mr. ~~Independence~~Glazer may be deemed to have shared voting control and investment discretion and therefore beneficial ownership over securities owned by the Glazer Funds. The business address of each of Glazer Capital and Mr. Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019.

~~Founder Shares~~(6) According to a Schedule 13G/A filed with the SEC on February 11, 2022, 463,541 of the shares reported herein are held by RP Select Opportunities Master Fund Ltd., 109,268 of the shares reported herein are held by RP Debt Opportunities Fund Ltd., 18,783 of the shares reported herein are held by RP Alternative Global Bond Fund and 820,479 of the shares reported herein are held by RP SPAC Fund (collectively, the “RP Funds”), which are managed by RP Investment Advisors LP, an Ontario limited partnership (the “RP Advisor”). The RP Advisor, in its capacity as the investment manager of the RP Funds, has the power to vote and the power to direct the disposition of all shares held by the RP Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the RP Advisor may be deemed to beneficially own the aggregate 1,412,071 shares reported herein. The business address of each of the RP Funds and the RP Advisor is 39 Hazelton Avenue, Toronto, Ontario, Canada, M5R 2E3.

~~During the~~(7) ~~period~~According ~~ended August 20, 2020, the Sponsor paid $25,000~~ to ~~cover~~a ~~certain~~Schedule ~~offering~~13D/A ~~and~~filed ~~formation~~with ~~costs of~~ the ~~Company~~SEC inon ~~consideration for~~December 815,~~625~~ 2020,~~000~~ ~~shares~~Bailey ofGrand ~~Class~~Investments BLLC ~~ordinary shares~~ (~~the~~ “~~Founder~~Bailey ~~Shares~~Grand”). Onis ~~September 23, 2020,~~ the ~~Sponsor~~record ~~transferred 25,000~~holder ~~Founder Shares to each~~ of ~~Marlon Goldstein~~1, ~~Thomas Roche~~000, ~~Tony Rodio and Sean Ryan and 850,~~000 ~~Founder~~Class ~~Shares~~A toordinary ~~each~~shares ~~of Robin~~reported ~~Chhabra~~herein. ~~and a trust for the benefit of Eric Matejevich’s issue, in each case, at their original per share purchase price~~Mr. OnBailey ~~October~~is ~~19, 2020,~~ the ~~Sponsor~~managing ~~and~~member ~~each~~ of ~~Mr.~~Bailey ~~Chhabra~~Grand and ~~such~~has ~~trust returned to~~ the ~~Company,~~sole atpower noto ~~cost,~~vote ~~1,230,242 and~~or ~~103,629~~direct ~~Founder Shares, respectively, which~~ the ~~Company~~vote ~~cancelled, resulting in an aggregate~~ of 7,~~187,500~~ ~~Founder~~and ~~Shares~~the ~~outstanding. The~~sole ~~Founder~~power ~~Shares include an aggregate of up~~ to ~~937,500~~dispose ~~shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full~~ or indirect ~~part, so that~~ the ~~number~~disposition of, ~~Founder Shares will collectively represent 20% of~~ the ~~Company’s~~ ~~issued and outstanding shares upon the completion of the Initial Public Offering. On December 10~~1, ~~2020~~000,000 ~~the~~Class ~~underwriters’ election~~A toordinary ~~exercise~~shares ~~their~~held ~~over-allotment~~by ~~option~~Bailey ~~expired~~Grand ~~unexercised,~~and ~~resulting~~is in the ~~forfeiture~~beneficial owner of ~~937,500~~such shares. ~~Accordingly, as of December 10, 2020, there are 6,250,000 Founder Shares issued and outstanding.~~

~~The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:~~ (A8) ~~one~~Nicholas ~~year after the completion of a Business Combination; and (B) subsequent to a Business Combination~~Matt, ~~(x)~~as ~~if the~~Trustee ~~last reported sale price~~ of the ~~Class~~Irwin AApartment ~~ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions~~Trust, ~~share~~ ~~capitalizations,~~a ~~reorganizations,~~trust ~~recapitalizations and the like)~~ for ~~any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y)~~ the ~~date~~benefit ~~on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all~~ of ~~the~~Eric ~~Company~~Matejevich’s ~~shareholders having~~issue, is the ~~right~~beneficial toholder ~~exchange~~of ~~their~~these Class AB ordinary shares ~~for cash, securities or other property~~.

~~Private~~Our initial shareholders beneficially own approximately ~~Placement~~17.8% ~~Warrants~~of the issued and outstanding ordinary shares and have the right to elect all of our directors prior to our initial Business Combination as a result of holding all of the founder shares. Holders of our Public Shares will not have the right to appoint any directors to our board of directors prior to our initial Business Combination. In addition, because of their ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions.

Simultaneously with the closing of the Initial Public Offering, the Sponsor, Robin Chhabra and a trust for the benefit of Eric Matejevich’s issue have purchased an aggregate of 7,000,000 Private Placement Warrants at a price of $1Item 13.00 ~~per~~Certain ~~Private Placement Warrant (for~~Relationships anand ~~aggregate~~Related ~~purchase price of $7~~Transactions,~~000,000).~~ Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and ~~the~~Director ~~Private Placement Warrants will expire worthless~~Independence.

~~Registration Rights~~Founder Shares

~~Pursuant to~~During athe ~~registration~~period ~~rights~~ended ~~agreement~~August ~~entered into on October 26~~20, 2020, the ~~directors~~Sponsor paid ~~and~~$25,000 ~~officers~~to ofcover ~~the~~certain ~~Company~~offering and ~~any~~formation ~~other~~costs ~~holders~~ of the ~~Founder~~Company ~~Shares,~~in ~~Private~~consideration ~~Placement~~for ~~Warrants~~8,625,000 ~~and~~shares ~~warrants that may be issued upon conversion~~ of ~~the~~Class ~~Working~~B ~~Capital~~ordinary ~~Loans~~shares (~~and~~the ~~any~~“Founder ~~Class~~Shares”). AOn ~~ordinary~~September ~~shares~~23, ~~issuable~~2020, ~~upon~~ the ~~exercise~~Sponsor oftransferred ~~the~~25,000 ~~Private~~Founder ~~Placement~~Shares ~~Warrants~~to ~~and~~each ~~warrants~~of ~~that~~Marlon ~~may be issued~~Goldstein, ~~upon~~Thomas ~~conversion~~Roche, ofTony ~~Working~~Rodio ~~Capital Loans~~ and ~~upon~~Sean ~~conversion~~Ryan ofand ~~the~~850,000 Founder Shares) ~~will~~to beeach ~~entitled~~of toRobin ~~registration~~Chhabra ~~rights~~and ~~requiring the~~a ~~Company~~trust tofor ~~register~~the ~~such~~benefit ~~securities~~of ~~for~~Eric ~~resale~~Matejevich’s issue, (in ~~the~~each case, ofat ~~the~~their ~~Founder~~original ~~Shares,~~per ~~only~~share ~~after~~purchase ~~conversion~~price. toOn ~~our~~October ~~Class~~19, A2020, ~~ordinary shares).~~the ~~The~~Sponsor ~~holders~~and each of ~~these~~Mr. ~~securities~~Chhabra ~~will~~and besuch ~~entitled~~trust returned to ~~make~~the upCompany, toat ~~three~~no ~~demands~~cost, ~~excluding~~1,230,242 ~~short~~and ~~form~~103,629 ~~registration~~Founder ~~demands~~Shares, ~~that~~ respectively, which the Company ~~register such securities. In addition~~cancelled, ~~the~~resulting ~~holders~~in ~~have~~an aggregate ~~certain~~of ~~“piggy-back”~~7,187,500 ~~registration~~Founder ~~rights with~~Shares ~~respect~~outstanding. toThe ~~registration~~Founder ~~statements~~Shares ~~filed~~include ~~subsequent~~an toaggregate ~~completion~~ of aup ~~Business~~to ~~Combination~~937,500 ~~and~~shares ~~rights~~subject to ~~require the Company~~forfeiture to ~~register~~the ~~for~~extent ~~resale~~that ~~such~~the ~~securities~~underwriters’ ~~pursuant~~over-allotment tois ~~Rule~~not ~~415~~exercised ~~under~~in ~~the~~full ~~Securities~~or ~~Act.~~in ~~However~~part, ~~the~~so ~~registration rights agreement provides~~ that the ~~Company~~number ~~will~~of ~~not~~Founder beShares ~~required~~will collectively torepresent ~~effect~~20% orof ~~permit~~the ~~any~~Company’s ~~registration~~issued orand ~~cause~~outstanding ~~any~~shares ~~registration~~upon ~~statement~~the tocompletion ~~become effective until termination~~ of the ~~applicable~~Initial ~~lock-up~~Public ~~period~~Offering. ~~The~~On December ~~registration~~10, ~~rights~~2020, ~~agreement~~the ~~does~~underwriters’ ~~not~~election ~~contain~~to ~~liquidating~~exercise ~~damages or~~their ~~other~~over-allotment ~~cash~~option ~~settlement~~expired ~~provisions~~unexercised, resulting ~~from delays~~ in ~~registering~~ the ~~Company’s~~forfeiture of ~~securities~~937,500 shares. ~~The~~Accordingly, ~~Company~~as ~~will~~of ~~bear the~~March ~~expenses~~3, ~~incurred~~2022, inthere ~~connection~~are ~~with~~6,250,000 ~~the~~Founder ~~filing~~Shares ofissued ~~any~~and ~~such registration statements~~outstanding.

5658

~~Promissory~~The Sponsor has agreed, subject to limited exceptions, ~~Note~~not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

~~On August~~Private ~~20,~~Placement 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021 or (i) the consummation of the Initial Public Offering. The outstanding balance under the Note of $129,481 was repaid at the closing of the Initial Public Offering on October 26, 2020.Warrants

~~Related~~Simultaneously with the closing of the Initial ~~Party~~Public ~~Notes~~Offering, the Sponsor, Robin Chhabra and a trust for the benefit of Eric Matejevich’s issue have purchased an aggregate of 7,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (for an aggregate purchase price of $7,000,000). Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

~~In order~~Registration to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.Rights

~~Administrative~~Pursuant to a registration rights agreement entered ~~Services~~into ~~Agreement~~on October 26, 2020, the directors and officers of the Company and any other holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~The Company~~Promissory entered into an agreement, commencing on October 21, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space and administrative and support services. For the period from August 14, 2020 (inception) through December 31, 2020, the Company incurred and paid $21,613 in fees for these services.Note

~~Item~~On August 20, 2020, the Company issued an unsecured 14promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. ~~Principal~~The ~~Accounting~~Promissory ~~Fees~~Note was non-interest bearing and ~~Services~~payable on the earlier of (i) June 30, 2021 or (i) the consummation of the Initial Public Offering. The outstanding balance under the Note of $129,481 was repaid at the closing of the Initial Public Offering on October 26, 2020.

~~Fees for~~Related ~~professional~~Party ~~services provided by our independent registered public accounting firm for the last two fiscal years include:~~Notes

	For the Year ended December 31, 2020		For the Year ended December 31, 2019
Audit Fees(1)	$	30,900	$	—
Audit-Related Fees(2)	$	—	$	—
Tax Fees(3)	$	—	$	—
All Other Fees(4)	$	—	$	—
Total	$	30,900	$	—

(1) Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.59

~~(2)~~Administrative Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.Services Agreement

~~(3)~~The ~~Tax~~Company ~~Fees.~~entered ~~Tax~~into ~~fees~~an ~~consist~~agreement, commencing on October 21, 2020 through the earlier of ~~fees~~the ~~billed~~Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of up to $10,000 per month for ~~professional~~office space and administrative and support services. ~~relating~~For tothe ~~tax~~period ~~compliance~~from August 14, ~~tax~~2020 ~~planning~~(inception) through December 31, 2021, the Company incurred and ~~tax~~paid ~~advice~~$141,613 in fees for these services.

~~(4)~~Item 14. ~~All~~Principal Accounting ~~Other~~ Fees. ~~All~~and ~~other fees consist of fees billed for all other services including permitted due diligence services related potential Business Combination~~Services.

57The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

~~Policy~~Audit Fees. Audit fees consist of fees onbilled ~~Board~~for ~~Pre-Approval~~professional services rendered for the audit of ~~Audit~~our year-end financial statements and ~~Permissible~~services ~~Non-Audit~~that ~~Services~~are normally provided by Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the ~~Independent~~financial ~~Auditors~~information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2021 and for the period from August 14, 2020 (inception) through December 31, 2020 totaled $85,490 and $30,900, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

~~The~~Audit-Related Fees. Audit-related services ~~audit~~consist ~~committee~~of isfees ~~responsible~~billed for ~~appointing,~~assurance ~~setting~~and ~~compensation~~related ~~and~~services ~~overseeing~~that ~~the~~are ~~work~~reasonably related to performance of the ~~independent~~audit ~~auditors.~~or Inreview ~~recognition~~ of ~~this~~our ~~responsibility,~~financial statements ~~the~~and ~~audit~~are ~~committee~~not ~~shall~~reported ~~review~~under ~~and,~~“Audit inFees.” ~~its~~These ~~sole~~services ~~discretion,~~include ~~pre-approve~~attest ~~all~~services ~~audit~~that are not required by statute or regulation and ~~permitted~~consultations ~~non-audit~~concerning financial accounting and reporting standards. We did not pay Marcum for consultations concerning ~~services~~financial toaccounting beand ~~provided~~reporting bystandards for the ~~independent~~year ~~auditors~~ended asDecember ~~provided~~31, ~~under~~2021 and for the ~~audit~~period ~~committee~~from ~~charter~~August 14, 2020 (inception) through December 31, 2020.

58Tax Fees. We paid Marcum a total of $10,300 for tax planning and tax advice for the year ended December 31, 2021. We did not pay Marcum for tax planning and tax advice for the period from August 14, 2020 (inception) through December 31, 2020.

~~PART~~All Other Fees. We did not pay Marcum for IVother services for the year ended December 31, 2021 and for the period from August 14, 2020 (inception) through December 31, 2020.

~~Item 15.~~Pre-Approval ~~Exhibits, Financial Statement Schedules.~~Policy

(Our audit committee was formed upon the consummation of our Initial Public Offering. As a) ~~The~~result, ~~following~~the ~~documents~~audit ~~are~~committee ~~filed~~did asnot ~~part~~pre-approve all of ~~this~~the ~~Annual~~foregoing ~~Report~~services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on ~~Form~~a 10going-K:forward ~~Financial~~basis, ~~Statements:~~the ~~See~~audit ~~“Item~~committee 8.has ~~Index~~and will pre-approve all auditing services and permitted non-audit services to ~~Financial~~be performed ~~Statements~~for us by our auditors, including the fees and ~~Supplementary~~terms ~~Data”~~thereof ~~herein~~(subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

~~(b) Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.~~60

No.		Description of Exhibit
3.1		Amended and Restated Memorandum and Articles of Association of the Company. (1)
4.1		Warrant Agreement, dated October 26, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1)
4.2*		Description of Securities.
10.1		Letter Agreement, dated October 21, 2020, among the Company, the Sponsor, Irwin Apartment Trust and the Company’s officers and directors. (1)
10.2		Investment Management Trust Agreement, dated October 26, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)
10.3		Registration Rights Agreement, dated October 26, 2020, among the Company, the Sponsor and certain other security holders named therein. (1)
10.4		Administrative Services Agreement, dated October 26, 2020, between the Company and Tekkorp Capital LLC. (1)
10.5		Private Placement Warrants Purchase Agreement, dated October 21, 2020, among the Company and the PPW Purchasers. (1)
10.6		Indemnity Agreement, dated October 21, 2020, between the Company and Morris Bailey. (1)
10.7		Indemnity Agreement, dated October 21, 2020, between the Company and Matthew Davey. (1)
10.8		Indemnity Agreement, dated October 21, 2020, between the Company and Eric Matejevich. (1)
10.9		Indemnity Agreement, dated October 21, 2020, between the Company and Robin Chhabra. (1)
10.10		Indemnity Agreement, dated October 21, 2020, between the Company and Marlon Goldstein. (1)
10.11		Indemnity Agreement, dated October 21, 2020, between the Company and Thomas Roche. (1)
10.12		Indemnity Agreement, dated October 21, 2020, between the Company and Tony Rodio. (1)
10.13		Indemnity Agreement, dated October 21, 2020, between the Company and Sean Ryan. (1)
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

Part IV.

*Item 15. ~~Filed~~Exhibits, Financial ~~herewith~~Statement Schedules.

**(a) ~~Furnished~~The ~~herewith.~~following documents are filed as part of this Annual Report on Form 10-K: Financial Statements:

(1) ~~Previously~~Financial ~~filed as an exhibit to our Current Report on Form 8-K filed on October 26, 2020, and incorporated by reference herein.~~Statements:

Item 16. Form 10-K Summary.

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Changes in Shareholders’ Deficit	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

~~None.~~61

59(2) Financial Statement Schedules:

~~SIGNATURES~~None.

~~Pursuant to the requirements of Section 13 or 15~~(d3) ~~of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Exhibits

	tekkorp digital acquisition corp
Date: May 28, 2021	/s/ Matthew Davey
	By:	Matthew Davey
	Title:	Chief Executive Officer and Director

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

~~Pursuant to~~(b) ~~the~~Exhibits: ~~requirements~~The ofexhibits ~~the~~listed ~~Securities~~in ~~Exchange~~the ~~Act~~accompanying ofindex ~~1934,~~to ~~this~~exhibits ~~report~~are ~~has~~filed ~~been~~or ~~signed~~incorporated ~~below~~ by ~~the~~reference ~~following~~as ~~persons~~part ~~on behalf~~ of ~~the~~this ~~Registrant~~Annual ~~and~~Report ~~in the capacities and~~ on ~~the~~Form ~~dates indicated~~10-K.

Name	Position	Date
No.	Description of Exhibit
/s/ Matthew Davey	Chief Executive Officer and Director	May 28, 2021
3.1(1)	Amended and Restated Memorandum and Articles of Association of the Company.
Matthew Davey	(Principal Executive Officer)
4.1(1)	Warrant Agreement, dated October 26, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
/s/ Eric Matejevich	Chief Financial Officer	May 28, 2021
4.2(2)	Description of Securities.
Eric Matejevich	(Principal Financial and Accounting Officer)
10.1(1)	Letter Agreement, dated October 21, 2020, among the Company, the Sponsor, Irwin Apartment Trust and the Company’s officers and directors.
/s/ Morris Bailey	Chairman of the Board of Directors	May 28, 2021
10.2(1)	Investment Management Trust Agreement, dated October 26, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee.
Morris Bailey
10.3(1)	Registration Rights Agreement, dated October 26, 2020, among the Company, the Sponsor and certain other security holders named therein.
/s/ Marlon Goldstein	Director	May 28, 2021
10.4(1)	Administrative Services Agreement, dated October 26, 2020, between the Company and Tekkorp Capital LLC.
Marlon Goldstein
10.5(1)	Private Placement Warrants Purchase Agreement, dated October 21, 2020, among the Company and the PPW Purchasers.
/s/ Thomas Roche	Director	May 28, 2021
10.6(1)	Indemnity Agreement, dated October 21, 2020, between the Company and Morris Bailey.
Thomas Roche
10.7(1)	Indemnity Agreement, dated October 21, 2020, between the Company and Matthew Davey.
/s/ Anthony Rodio	Director	May 28, 2021
10.8(1)	Indemnity Agreement, dated October 21, 2020, between the Company and Eric Matejevich.
Anthony Rodio
10.9(1)	Indemnity Agreement, dated October 21, 2020, between the Company and Robin Chhabra.
/s/ Sean Ryan	Director	May 28, 2021
10.10(1)	Indemnity Agreement, dated October 21, 2020, between the Company and Marlon Goldstein.
Sean Ryan
10.11(1)	Indemnity Agreement, dated October 21, 2020, between the Company and Thomas Roche.
10.12(1)	Indemnity Agreement, dated October 21, 2020, between the Company and Tony Rodio.
10.13(1)	Indemnity Agreement, dated October 21, 2020, between the Company and Sean Ryan.
31.1**	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

60* Filed herewith.

Furnished herewith.

	(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on October 26, 2020, and incorporated by reference herein.

	(2)	Previously filed as an exhibit to our Annual Report on Form 10-K/A filed on January 27, 2022, and incorporated by reference herein.

TEKKORP DIGITAL ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 668)	F-2
Financial Statements:
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Changes in Shareholders’ Deficit	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7 to F-17

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of
Tekkorp Digital Acquisition Corp

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Tekkorp Digital Acquisition Corp. (the “Company”) as of December 31, 2021 and 2020, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2021 and for the period from August 14, 2020 (inception) through December 31, 2020, 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 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and for the period from August 14, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2021 are not sufficient to complete its planned activities for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. 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.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included 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 audits 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 audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2020.

New York, NY

March 3, 2022

F-2

TEKKORP DIGITAL ACQUISITION CORP.

BALANCE SHEETS

	December 31, 2021			December 31, 2020

ASSETS
Current assets
Cash	$	132,938		$	921,069
Prepaid expenses		403,773			895,102
Total Current Assets		536,711			1,816,171

Marketable securities held in Trust Account		250,018,514			250,002,756
TOTAL ASSETS	$	250,555,225		$	251,818,927

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	5,036,710		$	59,526
Accrued offering costs		94,794			94,794
Total Current Liabilities		5,131,504			154,320

Deferred underwriting fee payable		8,050,000			8,050,000
Warrant liabilities		12,675,000			50,420,000
Total Liabilities		25,856,504			58,624,320

Commitments and Contingencies

Class A ordinary shares subject to possible redemption; 25,000,000 shares at redemption value as of December 31, 2021 and 2020, respectively.		250,018,514			250,002,756

Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—			—
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; no shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption) as of December 31, 2021 and 2020, respectively.		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,250,000 shares issued and outstanding as of December 31, 2021 and 2020, respectively.		625			625
Additional paid-in capital		—			—
Accumulated deficit		(25,320,418	)		(56,808,774	)
Total Shareholders’ Deficit		(25,319,793	)		(56,808,149	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	250,555,225		$	251,818,927

The accompanying notes are an integral part of the financial statements.

F-3

TEKKORP DIGITAL ACQUISITION CORP.

STATEMENTS OF OPERATIONS

	Year Ended December 31,			For the Period from August 14, 2020 (Inception) through December 31,
	2021			2020

Operating costs	$	6,256,644		$	237,704
Loss from operations		(6,256,644	)		(237,704	)

Other income (expense):
Change in fair value of warrant liabilities		37,745,000			(38,330,000	)
Transaction costs attributable to warrant liabilities		—			(416,868	)
Interest earned on marketable securities held in Trust Account		15,758			2,756
Total other income (expense), net		37,760,758			(38,744,112	)

Net income (loss)	$	31,504,114		$	(38,981,816	)

Basic and diluted weighted average shares outstanding, Class A ordinary shares		25,000,000			11,870,504
Basic and diluted net income (loss) per share, Class A ordinary shares	$	1.01		$	(2.15	)

Basic and diluted weighted average shares outstanding, Class B ordinary shares		6,250,000			6,250,000
Basic and diluted net income (loss) per share, Class B ordinary shares	$	1.01		$	(2.15	)

The accompanying notes are an integral part of the financial statements.

F-4

TEKKORP DIGITAL ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

	Class A Ordinary Shares				Class B Ordinary Shares						Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance – August 14, 2020 (inception)		—	$	—		—		$	—		$	—		$	—		$	—

Issuance of Class B ordinary shares to Sponsor		—		—		7,187,500			719			24,281			—			25,000

Contribution in excess of fair value of Private Placement Warrants		—		—		—			—			2,660,000			—			2,660,000

Forfeiture of Founder Shares		—		—		(937,500	)		(94	)		94			—			—

Initial measurement of Class A ordinary shares to redemption value		—		—		—			—			(2,684,375	)		(17,824,202	)		(20,508,577	)

Subsequent measurement of Class A ordinary shares to redemption value		—		—		—			—						(2,756	)		(2,756	)

Net loss		—		—		—			—			—			(38,981,816	)		(38,981,816	)

Balance – December 31, 2020		—	$	—		6,250,000		$	625		$	—			(56,808,774	)	$	(56,808,149	)

Subsequent measurement of Class A ordinary shares to redemption value		—		—		—			—			—			(15,758	)		(15,758	)

Net income		—		—		—			—			—			31,504,114			31,504,114

Balance – December 31, 2021		—	$	—		6,250,000		$	625		$	—		$	(25,320,418	)	$	(25,319,793	)

The accompanying notes are an integral part of the financial statements.

F-5

TEKKORP DIGITAL ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

	Year Ended December 31,			For the Period from August 14, 2020 (Inception) through December 31,
	2021			2020

Cash Flows from Operating Activities:
Net income (loss)	$	31,504,114		$	(38,981,816	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Formation cost paid by Sponsor in exchange for issuance of Founder Shares		—			5,000
Change in fair value of warrant liabilities		(37,745,000	)		38,330,000
Transaction costs attributable to warrant liabilities		—			416,868
Interest earned on marketable securities held in Trust Account		(15,758	)		(2,756	)
Changes in operating assets and liabilities:
Prepaid expenses		491,329			(895,102	)
Accounts payable and accrued expenses		4,977,184			59,526
Net cash used in operating activities		(788,131	)		(1,068,280	)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		—			(250,000,000	)
Net cash used in investing activities		—			(250,000,000	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		—			245,400,000
Proceeds from sale of Private Placements Warrants		—			7,000,000
Proceeds from promissory note – related party		—			129,481
Repayment of convertible promissory note – related party		—			(129,481	)
Payment of offering costs		—			(410,651	)
Net cash provided by financing activities		—			251,989,349

Net Change in Cash		(788,131	)		921,069
Cash – Beginning		921,069			—
Cash – Ending	$	132,938		$	921,069

Non-cash Investing and Financing activities:
Accretion of Class A ordinary share subject to possible redemption	$	15,758		$	2,756
Offering costs included in accrued offering costs	$	—		$	110,244
Offering costs paid by Sponsor in exchange for issuance of Founder Shares	$	—		$	20,000
Deferred underwriting fee payable	$	—		$	8,050,000

The accompanying notes are an integral part of the financial statements.

F-6

TEKKORP DIGITAL ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Tekkorp JEMB LLC (the “Sponsor”), Robin Chhabra, the Company’s President, and a trust for the benefit of Eric Matejevich’s issue, the Company’s Chief Financial Officer, generating gross proceeds of $7,000,000, which is described in Note 4.

Transaction costs amounted to $13,175,445, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $525,445 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

F-7

TEKKORP DIGITAL ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

If the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, irrespective of whether they vote for or against a transaction.

F-8

TEKKORP DIGITAL ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

Liquidity, Capital Resources and Going Concern

As of December 31, 2021, the Company had $132,938 in its operating bank account and a working capital deficit of $4,594,793.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of December 31, 2021, the Company had no borrowings under the Working Capital Loans.

If the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company has become obligated to redeem a significant number of its Public Shares upon completion of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

Management believes that the Sponsor will provide Working Capital Loans that will provide sufficient liquidity to meet the Company’s working capital needs through the earlier of the consummation of a Business Combination and October 26, 2022, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily include or be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms or if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through October 26, 2022. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Further, Section 102(b)(1) 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 election to opt out is irrevocable. The Company has 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, the Company, 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 the Company’s 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.

F-9

TEKKORP DIGITAL ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

Use of Estimates

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

At December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities.

Warrant Liabilities

The Company accounts for the Public Warrants (as defined in Note 4) and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value in respect of each reporting period. This liability is subject to re-measurement at each balance sheet date until the Warrants are exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature 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, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit.

At December 31, 2021 and 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:

Gross Proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(7,750,000	)
Class A ordinary share issuance costs		(12,758,577	)
Plus:
Subsequent measurement of Class A ordinary shares to redemption amount		20,511,333
Class A ordinary shares subject to possible redemption at December 31, 2020	$	250,002,756
Plus:
Subsequent measurement of Class A ordinary shares to redemption amount		15,758
Class A ordinary shares subject to possible redemption at December 31, 2021	$	250,018,514

F-10

TEKKORP DIGITAL ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

Income Taxes

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.

The Company calculates its earnings per share to allocate net income (loss) pro rata to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company.

The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 19,500,000 Class A ordinary shares in the aggregate. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

	Year Ended December 31, 2021				For the Period from August 14, 2020 (Inception) Through December 31, 2020
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss), as adjusted	$	25,203,291	$	6,300,823	$	(25,536,475	)	$	(13,445,341	)
Denominator:
Basic and diluted weighted average shares outstanding		25,000,000		6,250,000		11,870,504			6,250,000

Basic and diluted net income (loss) per ordinary share	$	1.01	$	1.01	$	(2.15	)	$	(2.15	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts.

Fair Value of Financial Instruments

F-11

TEKKORP DIGITAL ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the accompanying balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

In August 2020, the FASB ASU 2020-06, “Debt — Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging — Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company will adopt ASU 2020-06 on January 1, 2022 on a modified retrospective basis. The adoption of ASU 2020-06 is not expected to have an impact the Company’s financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements

NOTE 3. INITIAL PUBLIC OFFERING

F-12

TEKKORP DIGITAL ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor, Robin Chhabra and a trust for the benefit of Eric Matejevich’s issue have purchased an aggregate of 7,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (for an aggregate purchase price of $7,000,000). Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

During the period ended August 20, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 shares of Class B ordinary shares (the “Founder Shares”). On September 23, 2020, the Sponsor transferred 25,000 Founder Shares to each of Marlon Goldstein, Thomas Roche, Tony Rodio and Sean Ryan and 850,000 Founder Shares to each of Robin Chhabra and a trust for the benefit of Eric Matejevich’s issue, in each case, at their original per share purchase price. On October 19, 2020, the Sponsor and each of Mr. Chhabra and such trust returned to the Company, at no cost, 1,230,242 and 103,629 Founder Shares, respectively, which the Company cancelled, resulting in an aggregate of 7,187,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On December 10, 2020, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 937,500 shares. Accordingly, as of December 31, 2021 and 2020, there are 6,250,000 Founder Shares issued and outstanding.

The sale or allocation of the Founders Shares to the Company’s director nominees and affiliates of its sponsor group, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 1,500,000 shares granted to the Company’s directors and director nominees was $10,845,000 or $7.23 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the consummation of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of December 31, 2021, the Company has not yet entered into any definitive agreements in connection with any Business Combination. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s shareholders. As a result, the Company determined that the consummation of a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.

Administrative Services Agreement

The Company entered into an agreement, commencing on October 21, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space and administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate and the Company will cease paying these monthly fees. For the year ended December 31, 2021 and for period from August 14, 2020 (inception) through December 31, 2020, the Company incurred and paid $120,000 and $21,613 in fees for these services, respectively.

Promissory Note — Related Party

F-13

TEKKORP DIGITAL ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

Related Party Loans

NOTE 6. COMMITMENTS

Registration Rights

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions, which expired unexercised on December 11, 2020. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Service Provider Agreements

From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination.

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2021 and 2020, there were 25,000,000 Class A ordinary shares issued and outstanding, all of which are subject to possible redemption and presented as temporary equity.

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2021 and 2020, there were 6,250,000 Class B ordinary shares issued and outstanding.

F-14

TEKKORP DIGITAL ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

NOTE 8. WARRANTS

As of December 31, 2021 and 2020, there were 12,500,000 Public Warrants outstanding and 7,000,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

	●	in whole and not in part;

	●	at a price of $0.01 per Public Warrant;

	●	upon not less than 30 days’ prior written notice of redemption to each warrant holder and

	●	if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, 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 the date on which the Company sends the notice of redemption to warrant holders.

F-15

TEKKORP DIGITAL ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants:

	●	in whole and not in part;

	●	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares;

	●	if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

	●	if the closing price of Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

NOTE 9. FAIR VALUE MEASUREMENTS

F-16

TEKKORP DIGITAL ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level	December 31, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account	1	$	250,018,514	$	250,002,756
Liabilities:
Warrant liability – Public Warrants	1	$	8,125,000	$	30,750,000
Warrant liability – Private Placement Warrants	3		4,550,000		19,670,000

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations.

The Company established the initial fair value for the Warrants using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice simulation model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the ordinary shares. The expected volatility as of the December 31, 2020 was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Public Warrants as of each relevant date.

The key inputs into the binomial lattice simulation model for the Level 3 Warrants were as follows:

Input	December 31, 2021			December 31, 2020
Risk-free interest rate		1.14	%		0.39	%
Trading days per year		252			252
Expected volatility		12.8	%		35.7	%
Exercise price	$	11.50		$	11.50
Stock Price	$	9.93		$	10.08

The following table presents the changes in the fair value of Level 3 warrant liabilities:

	Private Placement			Public			Warrant Liabilities
Fair value as of August 14, 2020 (inception)	$	—		$	—		$	—
Initial measurement on October 26, 2020 (Initial Public Offering)		4,340,000			7,750,000			12,090,000
Change in fair value		15,330,000			—			15,330,000
Transfer to Level 1		—			(7,750,000	)		(7,750,000	)
Fair value as of December 31, 2020	$	19,670,000		$	—		$	19,670,000
Change in fair value		(15,120,000	)		—			(15,120,000	)
Fair value as of December 31, 2021	$	4,550,000		$	—		$	4,550,000

Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period from October 26, 2020 through December 31, 2020 was $7,750,000. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the year ended December 31, 2021.

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On February 1, 2022, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $500,000. The promissory note is non-interest bearing and payable on the earlier of (i) December 31, 2022 or (ii) the consummation of a Business Combination. Loans may be convertible into warrants to purchase Class A ordinary shares at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. On February 9, 2022, the Company drew down an aggregate of $250,000 under this note.

F-17

Item 16. Form 10-K Summary.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TEKKORP DIGITAL ACQUISITION CORP

Date: March 3, 2022		/s/ Matthew Davey
	By:	Matthew Davey
	Title:	Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name	Position	Date

/s/ Matthew Davey	Chief Executive Officer and Director	March 3, 2022
Matthew Davey	(Principal Executive Officer)

/s/ Eric Matejevich	Chief Financial Officer	March 3, 2022
Eric Matejevich	(Principal Financial and Accounting Officer)

/s/ Morris Bailey	Chairman of the Board of Directors	March 3, 2022
Morris Bailey

/s/ Marlon Goldstein	Director	March 3, 2022
Marlon Goldstein

/s/ Thomas Roche	Director	March 3, 2022
Thomas Roche

/s/ Anthony Rodio	Director	March 3, 2022
Anthony Rodio

/s/ Sean Ryan	Director	March 3, 2022
Sean Ryan

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Filing Compare · Tekkorp Digital Acquisition Corp.