UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 the fiscal year ended December 31, ~~2021~~2022

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

For the transition period from to

MSD Acquisition Corp.
(Exact name of registrant as specified in its charter)

Cayman Islands		001-40290		98-1583537
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

One Vanderbilt Avenue, 26th Floor

New York, New York

10017

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 303-1650

~~645~~Not ~~Fifth~~Applicable (Former ~~Avenue~~name or former address, ~~21st Floor~~if changed since last report)

New York, New York 10022 (Former name or former address, if changed since last report)

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

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant	MSDAU	The Nasdaq Stock Market LLC
Class A ordinary share, par value $0.0001 per share	MSDA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of 11.50 per share	MSDAW	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 Exchange 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 definition 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 ☐

The registrant’s units began trading on the Nasdaq Stock Market LLC (“Nasdaq”) on March 25, 2021 and the registrant’s Class A ordinary shares, par value $0.0001 (the “Class A ordinary shares”) and warrants began trading separately on Nasdaq on May 25, 2021. The aggregate market value of the Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the Class A ordinary shares on June 30, ~~2021~~2022, as reported on Nasdaq, was $~~580~~562,~~750~~925,000 (based on the closing sales price of the Class A ordinary shares on June 30, ~~2021~~2022 of $109.1079).

As of March 2429, ~~2022~~2023, 57,500,000 Class A ordinary shares, par ~~value~~ value $0.0001 per share, and 14,375,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

		Page
CERTAIN TERMS		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iv
SUMMARY OF RISK FACTORS		v
PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	19
Item 1B.	Unresolved Staff Comments	54
Item 2.	Properties	54
Item 3.	Legal Proceedings	54
Item 4.	Mine Safety Disclosures	54
PART II		55
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	55
Item 6.	[Reserved]	56
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	56
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	6061
Item 8.	Financial Statements and Supplementary Data	6061
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	6061
Item 9A.	Controls and Procedures	6061
Item 9B.	Other Information.	6162
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	6162
PART III		6263
Item 10.	Directors, Executive Officers and Corporate Governance	6263
Item 11.	Executive Compensation	6970
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	7071
Item 13.	Certain Relationships and Related Transactions, and Director Independence	7273
Item 14.	Principal Accountant Fees and Services	7475
PART IV		7576
Item 15.	Exhibits, Financial Statements Schedules	7576
Item 16.	Form 10-K Summary	7576

CERTAIN TERMS

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

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“amended and restated memorandum and article of association” are to the amended and restated memorandum and articles of association that the company adopted on March 24, 2021;

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

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

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“equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; “management” or our “management team” are to our officers and directors;

●

“forward purchase agreement” are to the agreement providing for the sale of the forward purchase units to MSD Partners in a private placement to occur concurrently with the closing of our initial business combination;

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“forward purchase investor” are to MSD Partners;

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

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“forward purchase shares” are to Class A ordinary shares to be issued as part of the forward purchase units;

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“forward purchase units” are to the units consisting of one forward purchase share and one-fifth of one forward purchase warrant to be issued pursuant to the forward purchase agreement;

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“forward purchase warrants” are to warrants to purchase Class A ordinary shares to be issued as part of the forward purchase units;

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“Founders” are to Gregg Lemkau, our Chief Executive Officer and John Phelan, our Chairman;

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

● “initial public offering” are to the company’s offering on May 12, 2021 of ~~575~~57,~~000~~500,000 units at a price of $10.00 per unit each consisting of one Class A ordinary share and one-fifth of one redeemable warrant.

●

“initial shareholders” are to our sponsor and each other holder of founder shares upon the consummation of our initial public offering;

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

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“MSD Capital” are to MSD Capital, L.P., the family office of Michael Dell and his family;

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“MSD Partners” are to MSD Partners, L.P., an SEC registered investment adviser formed by partners of MSD Capital;

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“ordinary resolution” are to a resolution adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter;

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“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

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“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and to be issued upon conversion of working capital loans, if any;

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“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;

●

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

●

“special resolution” are to a resolution adopted by the affirmative vote of at least a two-thirds (2/3) majority (or such higher threshold as specified in the company’s amended and restated articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter;

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“sponsor” are to MSD Sponsor Holdings, LLC, a Delaware limited liability company and an affiliate of MSD Partners; and

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“Strategic Advisor” are to Michael Dell.

iii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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our ability to select an appropriate target business or businesses;

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our ability to complete our initial business combination;

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

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

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

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the proceeds from the sale of the forward purchase units being available to us;

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our potential ability to obtain additional financing to complete our initial business combination;

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our pool of prospective target businesses;

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

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the ability of our officers and directors to generate a number of potential business combination opportunities;

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our public securities’ potential liquidity and trading;

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the lack of a market for our securities;

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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

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the trust account not being subject to claims of third parties; or

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our financial performance following our initial public offering.

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

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.

SUMMARY OF RISK FACTORS

The following is a summary of the principal risks described below in Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K. We believe that the risks described in the “Risk Factors” section are material to investors, but other factors not presently known to us or that we currently believe are immaterial may also adversely affect us. The following summary should not be considered an exhaustive summary of the material risks facing us, and it should be read in conjunction with the “Risk Factors” section and the other information contained in this Annual Report on Form 10-K.

Risks Relating to Our Securities

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

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Past performance by our management team, MSD Capital, or MSD Partners or any of their respective affiliates may not be indicative of future performance of an investment in us or in the future performance of the business we may acquire.

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

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You will not be entitled to protections normally afforded to investors of many other blank check companies.

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

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

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Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

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

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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.

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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.

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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.

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

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We may not be able to consummate an initial business combination within 24 months after our initial public offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

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

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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 do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

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As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.

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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.

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We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after this Report, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our 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 them to have potential conflicts of interest in rendering any such additional services to us after our initial public offering including, for example, in connection with the sourcing and consummation of an initial business combination.

● 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) outbreak and the status of debt and equity markets. ● 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 business combination and results of operations. ● Our search for a business combination, and any target business with which we may ultimately consummate a business combination, may be materially adversely affected by the geopolitical conditions resulting from the Russian invasion of Ukraine and additional sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in markets around the world.

Risks Relating to Our Sponsor and Management

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

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Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

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

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

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The other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Report.

PART I

Item 1. Business

Overview

We are a blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination. We have not yet identified any potential business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target.

Our Forward Purchase Agreement and Committed Capital

We believe our ability to complete our initial business combination will be enhanced by the additional security we bring by the forward purchase agreement we entered into with the forward purchase investor pursuant to which the forward purchase investor has agreed to purchase, in the aggregate, up to $50,000,000 of forward purchase units. Each forward purchase unit will consist of one Class A ordinary share, or a forward purchase share, and one-fifth of one warrant to purchase one Class A ordinary share, or a forward purchase warrant, at a purchase price of $10.00 per unit, and will be sold in a private placement concurrently with the closing of our initial business combination. The amount of forward purchase units sold pursuant to the forward purchase agreement will be subject to the forward purchase investor’s sole discretion.

The forward purchase shares will generally be identical to the Class A ordinary shares included in the units sold in the initial public offering, except that they will be entitled to certain registration rights. The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by the forward purchase investor or its permitted assignees and transferees.

We believe our committed capital ensures alignment with shareholders and will make us more attractive to a potential business combination target.

Our Business Strategy

Our acquisition and value creation strategy is to identify, acquire — and after our initial business combination — serve as a trusted, long-term partner to accelerate a company’s growth in the public markets. Our Founders and the MSD Partners investment team have had success in investing across the public and private markets, scaling businesses, and generating long-term value for shareholders. We believe that leveraging our strengths, specifically our team’s deep network, sector-specific expertise, and operational proficiency, will enable us to identify a range of attractive partnership opportunities for the company.

We believe MSDAC can leverage its strengths to bring to market a best-in-class publicly traded asset:

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Unparalleled relationships and experience across high-growth industries: Mr. Lemkau’s experience leading the Investment Banking Division of Goldman Sachs provides MSDAC with an extensive relationship network of corporations, entrepreneurs, management teams, private equity firms, growth equity investors, and venture capital firms. He has led a variety of prominent transactions for leading companies in high-growth sectors such as technology, media, and healthcare. Mr. Phelan and the MSD Partners team have a 22-year history of investing across companies’ capital structures at various stages of their life cycle. Mr. Phelan and MSD Partners have built extensive and deep relationships with public and private companies, management teams, entrepreneurs, venture capital, growth equity, private equity, public equity, and other institutional investors. These relationships have resulted in equity and credit investments in companies that have spanned many industries and different stages of growth, including the Dell Technologies go-private, Nginx, Workday, Palantir Technologies, Docusign, Ultimate Fighting Championship, WIRB — Copernicus Group, DiscoverOrg (ZoomInfo), Airbnb, Owl Rock, and Hayward Holdings.

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Track record of value creation: MSD Partners and MSD Capital together have over two decades of investment experience and have generated billions of dollars of investment profits. We believe we will benefit from MSD Partners’ strong reputation in the marketplace and institutional platform with experienced investment, risk management, and infrastructure personnel. MSD Partners has extensive experience across high-growth sectors, including technology and media. We are further differentiated by Mr. Lemkau’s experience helping establish the Growth Investing Committee of the Investment Banking Division of Goldman Sachs. Since the establishment of the Growth Investing Committee, the Investment Banking Division of Goldman Sachs has made multiple pre-IPO investments in high-growth and technology companies.

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Reputation as a partner of choice: We believe that the combination of MSD Partners’ reputation as a trusted and value-added partner with a long-term investment horizon and deep network of relationships and the support of our Strategic Advisor, Michael Dell, position us as a preferred investment partner to management teams and founders. MSD Partners’ strong reputation has allowed it to cultivate relationships with entrepreneurs, management teams, private equity sponsors, venture capital sponsors, family offices, high net worth individuals, intermediaries, and former partners with whom our team has invested. Together with MSD Partners’ reputation as a patient and constructive investor, of these relationships will enable MSDAC to identify unique transaction opportunities.

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Multi-strategy capabilities across MSD Partners: MSD Partners’ cross-asset platform and team-oriented culture have helped generate attractive investment opportunities across its investment platforms in the past. MSD Partners and MSD Capital have invested in public and private equity, public and private credit, and real estate for over 20 years. MSD Partners’ integrated, multi-strategy structure allows it to quickly understand business models and evaluate a diverse set of investment opportunities across industries and cycles. MSD Partners evaluates hundreds of private and public investments each year. In addition, MSD Partners has developed significant experience evaluating SPAC PIPE financing opportunities over the last five years. Since 2019 alone, MSD Partners has evaluated over 30 PIPE financing transactions for potential SPAC combinations. MSD Partners’ credit team has also provided financing to well-known sponsors in the growth equity and venture capital arena. We believe MSD Partners’ relationships with these institutions will be additive to our search for an attractive target.

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Ability to effect real business transformation and growth: Our team has unique capabilities to improve business operations following a combination. MSD Partners and our management team will not only help to identify potential targets, but also to scale the business post-combination, and deploy capital thoughtfully. We believe our team’s extensive operating network will be invaluable in furthering a company’s growth following the completion of our initial business combination. We will offer potential targets expertise, vision, and resources to help them grow their business. We intend to improve operations through our team’s network of relationships, including our Board members, management team and operational advisors’ expertise.

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Extensive public markets experience: Our team has extensive experience in helping companies successfully navigate the capital markets, particularly advising high-growth companies and executing on their transition from the private to public markets. Mr. Lemkau has assisted many high-growth and technology companies on the transition to the public markets during his tenure at Goldman Sachs. Mr. Phelan and MSD Partners have taken a long-term, “private equity-like” approach to the public markets, investing alongside high-quality management teams with whom we endeavor to build positive working relationships. Our Strategic Advisor and members of our Board have extensive experience leading and navigating companies through the transition from the private to public markets.

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Disciplined and opportunistic investment approach grounded in fundamental analysis: MSD Partners employs a rigorous, bottom-up approach to investing and underwriting. The firm prefers to be patient and disciplined in deploying capital and avoids compromising its underwriting standards. MSD Partners was founded to focus on long-term value creation, which remains a key tenet of its corporate culture today. MSD Partners’ mission statement states, in part, that “[t]he purpose of [MSD Partners] is to make investments that consistently generate superior absolute risk-adjusted returns over the long-term. [MSD Partners evaluates] investment opportunities by utilizing multi-disciplinary frameworks of analysis to generate thoughtful and robust investment theses. [MSD Partners is] motivated by an intense curiosity to grasp the underlying truths that govern financial markets and economic behavior. [MSD Partners notes] that these truths may be contrary to the consensus view, but [MSD Partners believes] that [its] discipline as independent thinkers will allow [it] to identify these truths and secure long-term success.” MSD Partners’ team-oriented culture is grounded in independent thinking, robust analysis, thorough diligence, and significant time spent with management.

Market Opportunity

We believe now is a particularly attractive time to pursue a business combination. By historical standards, the recent number of annual new public listings in the US is low, and there are currently more privately owned companies than public companies. Many of these companies are continuing to experience rapid growth.

Companies that choose to list publicly during their growth phase stand to benefit from greater brand awareness, broader capital markets access, added certainty around funding growth initiatives, additional means to incentivize employees, a currency to facilitate growth via acquisitions, and an ability to partner with and select key shareholders when they go public. Despite this, many emerging companies are hesitant to approach the initial public offering process as it requires significant time from the management team and financial commitment from the company.

Our Acquisition Criteria

We believe our investment philosophy’s core pillars will resonate with public market investors. We are focused on partnering with businesses that are well-positioned to benefit from the broad network and strategic expertise of our Founders, management team, Strategic Advisor, Board, and sponsor. Consistent with our business strategy, the following criteria and guidelines will be used when evaluating acquisition opportunities, but these criteria and guidelines are not exhaustive or absolute. While not limited to any sector, we expect our focus on high-growth companies will inevitably lead to opportunities in the technology and media sectors. We may ultimately decide to enter into an initial business combination with a target that does not meet these criteria and guidelines.

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Market leader with a proven business model. We will seek to acquire a scaled, multibillion-dollar business with a leading market position in its industry. We intend to prioritize companies that operate in “winner takes all” or “winner takes most” industries. We are focused on businesses that are prepared to make the transition to public markets and would potentially benefit from having a public currency to accelerate growth.

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Sustainable competitive advantage. As long-term investors with an extensive investment history, our team has seen many businesses and industries change over time. MSD Partners’ and our management team’s experience has taught us that differentiated businesses with sustainable competitive advantages or moats are best positioned to grow, withstand competition, maintain their unit economics, and create value over the long-term.

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Large addressable market and runway for growth. We will seek to acquire a company that has significant room to grow. We will prioritize companies that operate in large addressable markets with favorable secular tailwinds and substantial barriers to entry. Ideally, we prefer a business at the front end of the disruption curve in its market which will fuel a positive long-term growth trajectory.

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Robust economic model with predictable, recurring revenue. We will focus on acquiring a business with predictable and recurring revenue streams and profit margins, with limited sensitivity to macroeconomic cycles. Our ideal target businesses will have strong unit economics, thereby demonstrating an opportunity to generate healthy and sustainable returns on invested capital over time, and the potential to grow into free cash flow compounders.

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Strong management team. We will seek to acquire a company with a world-class management team with a proven track record of value creation for investors. We believe that entrepreneurial, economically aligned, and operationally savvy management teams are best positioned to generate outsized returns for shareholders.

Our Acquisition Process

In evaluating a potential target business, we expect to conduct a comprehensive due diligence review to seek to determine a company’s quality and its intrinsic value. That due diligence review may include, among other things, financial statement analysis, detailed document reviews, multiple meetings with management, consultations with relevant industry experts, competitors, customers and suppliers, as well as a review of additional information that we will seek to obtain as part of our analysis of a target company.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, management team, or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, management team or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or an independent accounting firm that such an initial business combination is fair to our company and unaffiliated shareholders from a financial point of view.

The Strategic Advisor is the Chairman and Chief Executive Officer of Dell Technologies. We do not intend to pursue an initial business combination with a company that is in a business directly related to any of the principal businesses in which Dell Technologies operates.

Members of our management team may directly or indirectly own our ordinary shares and/or private placement warrants following our initial public offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each member of our management team may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.

We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

Each of our directors, our management team, and our Strategic Advisor presently has and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such individual is or will be required to present a business combination opportunity. Accordingly, if any of our management team, directors, or Strategic Advisor becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our management team, directors, or Strategic Advisor will materially affect our ability to complete our initial business combination.

Our Founders, management team, sponsor, directors, and Strategic Advisor may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination.

In addition, our Founders, sponsor, management team, directors, and Strategic Advisor are 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.

Initial Business Combination

We must consummate our initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting commissions held in trust and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We do not currently intend to purchase ~~multiple~~ multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm with respect to the satisfaction of such criteria.

We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own or acquire shares will own or acquire 100% of the 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 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 of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding 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 outstanding capital stock of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In such cases, 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 outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding 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 by us is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

We may, at our option, pursue an acquisition opportunity jointly with one or more entities affiliated with MSD Capital, MSD Partners and/or one or more investors in funds managed by MSD Partners, which we refer to as an “Affiliated Joint Acquisition.” Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a “specified future issuance” throughout this Report. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance. Pursuant to the anti-dilution provisions of our Class B ordinary shares, any such specified future issuance would result in an adjustment to the conversion ratio such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all ordinary shares outstanding upon completion of our initial public offering plus all shares issued in the specified future issuance, unless the holders of a majority of the then-outstanding Class B ordinary shares agreed to waive such adjustment with respect to the specified future issuance at the time thereof. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our ordinary shares.

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

Corporate Information

Our executive offices are located at One Vanderbilt Avenue, 26th Floor, New York, New York 10017 and our telephone number is (212) 303-1650. Our corporate website address is www.msdacquisitioncorp.com. ~~Our~~ 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 Report or the registration statement of which this Report forms a part. You should not rely on ~~any~~ any such information in making your decision whether to invest in our securities.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year’s ~~second~~ second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

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 exceeds $250 million as of the end of that year’s second fiscal quarter, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

Status as a Public Company

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

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ~~ability~~ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have ~~negative~~ negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

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

We are an “emerging growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700,000,000 as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

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 $250,000,000 as of the prior June 30, and (2) our annual revenues exceeded $100,000,000 during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700,000,000 as of the prior June 30.

Financial Position

With funds available for a business combination initially in the amount of $554,915,654, after payment of the estimated expenses of our initial public offering and $20,125,000 of deferred underwriting fees, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential ~~growth~~ growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able to to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it ~~will~~ will be available to us.

Effecting Our Initial Business Combination: General

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our initial public offering. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering, the sale of the private placements warrants, our equity, debt or a combination of these as the consideration to be paid in our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into). We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

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

We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions with any business combination target. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business, other than our officers and directors. Accordingly, there is no current basis for our investors to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.

Sources of Target Businesses

Our process of identifying acquisition targets will leverage our founders’ and our management team’s unique industry experiences, proven deal sourcing capabilities and broad and deep network of relationships in numerous industries, including executives and management teams, private equity groups and other institutional investors, large business enterprises, lenders, investment bankers and other investment market participants, restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. We expect that the collective experience, capability and network of our founders, directors and officers, combined with their individual and collective reputations in the investment community, will help to create prospective business combination opportunities.

In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read our final prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms, including one or more of the underwriters or one of their respective affiliates, or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. In addition, the underwriters may provide these services without additional compensation. We will formally engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). None of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated acquisition of such target by us. We have agreed to pay our sponsor a total of up to $10,000 per month for office space, administrative support and other services and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial business combination.

We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. See “Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers— Conflicts of Interest.”

Evaluation of a Target Business and Structuring of Our Initial Business Combination

In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

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

Lack of Business Diversification

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

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

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cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

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

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

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

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

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

Under Nasdaq’s listing rules, shareholder approval would be required for our initial business combination if, for example:

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we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of ordinary shares then issued and outstanding or (b) have voting power equal to or in excess of 20% of the voting power then issued and outstanding;

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any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or

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the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

The Companies Act and Cayman Islands law do not currently require, and we are not aware of any other applicable law that will require, shareholder approval of our initial business combination.

The decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:

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

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the expected cost of holding a shareholder vote;

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

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other time and budget constraints of the company; and

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

Permitted Purchases and Other Transactions with Respect to 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, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated ~~transactions~~ transactions or in the open market either prior to or following the completion of 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, executive officers, advisors or their 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, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

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

The purpose of any such transactions could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (ii) 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 or (iii) reduce the number of public warrants outstanding or vote such warrants or any matter submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

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

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

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

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

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Our sponsor and our management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after our initial public offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity.

Limitations on Redemptions

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

Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions ~~pursuant~~ pursuant to the tender offer rules of the SEC for business or other reasons.

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

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

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file proxy materials with the SEC.

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

If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of the ordinary shares, represented in person or by proxy, who attend and vote at a general meeting of the Company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares purchased during or after our initial public offering in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 21,562,500 or 37.5% (assuming all issued and outstanding shares are voted), or 3,593,750, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 57,500,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our sponsor and our management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after our initial public offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity.

If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:

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

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file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.

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

Limitation on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares, without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

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

Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights

Public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates, if any, to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.

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

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

Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

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

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

Redemption of Public Shares and Liquidation If No Initial Business Combination

Our amended and restated memorandum and articles of association provides that we have only 24 months from the closing of our initial public offering to consummate an initial business combination. If we do not consummate an initial business combination within 24 months from the closing of our 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 and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive ~~further~~ further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the ~~approval~~ approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under ~~Cayman~~ Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination ~~within~~ within 24 months from the closing of our initial public offering. Our amended and restated memorandum and articles of association ~~provides~~ provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing ~~procedures~~ procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of our 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 24 months from the closing of our initial public offering).

Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with ~~respect~~ respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director, or any other person.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $1,000,000 of proceeds held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, ~~although~~ although we cannot assure you that there will be sufficient funds for such purpose.

If we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption ~~amount~~ amount received by shareholders will not be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we ~~will~~ will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers (excluding 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, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver 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 management is unable to find a service provider willing to execute a waiver. The underwriters will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Our sponsor may not be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to $1,000,000 from the proceeds of our initial public offering and the sale of the private placement warrants with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors; however such liability will not be greater than the amount of funds from our trust account received by any such shareholder.

If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.00 per public share to our public shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.”

As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, 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.

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

Competition

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

Facilities

We currently maintain our executive offices at One Vanderbilt Avenue, 26th Floor, New York, New York 10017. The cost for our use of this space is included in the up to $10,000 per month fee we will pay to our sponsor for office space, administrative support and other services. We consider our current office space adequate for our current operations.

Employees

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

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

Item 1A. 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 on Form 10-K and the prospectus associated with our initial public offering, 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.

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

We may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable Cayman Islands law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or other reasons. For instance, the Nasdaq 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 ordinary shares, we would seek shareholder approval of such business combination. However, except as required by applicable law or stock exchange rule, 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 outstanding ordinary shares do not approve of the business combination we consummate. Please see the section entitled “Item 1. Business—Shareholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.

Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our board of directors may complete 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, 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.

Our sponsor owns, on an as-converted basis, 20% of our outstanding ordinary shares. Our sponsor and members of our management team also may from time to time purchase Class A ordinary shares prior to the completion of our initial business combination. Our amended and restated memorandum and articles of association provides that, if we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of the ordinary shares, represented in person or by proxy, who attend and vote at a general meeting of the Company. As a result, in addition to our initial shareholders’ founder shares, we would need 21,562,500 or 37.5% (assuming all issued and outstanding shares are voted), or 3,593,750, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 57,500,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our sponsor and our management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.

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. 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 upon consummation of our initial business combination and payment of deferred underwriting commissions (so that we do not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which 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 upon consummation of our initial business combination and payment of deferred underwriting commissions or such greater amount necessary to satisfy a closing ~~condition~~ 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~~ combination transaction with us.

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

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

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

Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial business combination within 24 months from the closing of our initial public offering. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination within the required time period 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 timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

We may not be able to consummate an initial business combination within 24 months after the closing of our initial public offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

We may not be able to find a suitable target business and consummate an initial business combination within 24 months after the closing of our initial public offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the COVID-19 outbreak may negatively impact businesses we may seek to acquire. If we have not consummated an initial business combination within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of 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. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public 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 public share” and other risk factors herein.

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, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated ~~transactions~~ transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions.

In the event that our sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Item 1. Business — Permitted Purchases and Other Transactions with Respect to Our Securities” for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction.

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive ~~limitation~~ limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.

In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies preparing for an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available to consummate an 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 targets companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions including between the U.S. and China and between Russia and Ukraine, 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 and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.

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, 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 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, accept less favorable terms or both. However, 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, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination ~~entity~~ 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.

We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our 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 them to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the sourcing and consummation of an initial business combination.

We may engage one or more of our underwriters or one of their respective 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 such underwriters or their affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with any of the underwriters or their respective affiliates and no fees or other compensation for such services will be paid to any of the underwriters or their respective affiliates prior to the date that is 60 days from the date of our prospectus, unless such payment would not be deemed underwriters’ compensation in connection with our initial public offering. The underwriters are also entitled to receive deferred commissions that are conditioned on the completion of an initial business combination. The underwriters’ or their respective affiliates’ financial interests 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.

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) outbreak and the status of debt and equity markets.

On March 11, 2020 the World Health Organization ~~characterized~~ characterized the coronavirus (COVID-19) outbreak as a “pandemic.” The COVID-19 outbreak has resulted, and a significant outbreak of other infectious diseases could result, in a widespread health crisis that adversely affects the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continue to ~~restrict~~ restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services ~~providers~~ 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~~ information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. While vaccines for COVID-19 are being, and have been developed, there is no guarantee that any such vaccine will be durable and effective consistent with current expectations. In addition, if any treatment of vaccine for COVID-19 is ineffective or underutilized, ~~any~~ any impact on our business may be prolonged. If the disruptions posed by COVID-19 or other matters of global concern continue for an an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

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.

~~Risks~~Changes ~~Relating~~in laws or regulations, or a failure to ~~Our~~comply ~~Sponsor~~with any laws and ~~Management~~regulations, may adversely affect our business, including our ability to negotiate and complete our business combination and results of operations.

~~Since~~We ~~our~~are ~~sponsor,~~subject ~~executive~~to ~~officers,~~laws and ~~directors~~regulations ~~will~~enacted ~~lose~~by national, regional ~~their~~and ~~entire~~local ~~investment~~governments. inIn usparticular, ifwe ~~our~~are ~~initial~~required ~~business~~to ~~combination~~comply iswith ~~not~~certain ~~completed~~SEC (and other ~~than~~legal requirements. Compliance with, ~~respect~~and tomonitoring of, ~~public~~applicable ~~shares~~laws ~~they~~and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and ~~acquire~~application ~~during~~may oralso ~~after~~change from time to time and those changes could have a material adverse effect on the business, investments and results of our ~~initial~~operations. ~~public~~In ~~offering)~~addition, a ~~conflict~~failure ofto ~~interest~~comply ~~may~~with ~~arise~~applicable inlaws ~~determining~~or ~~whether~~regulations, aas ~~particular~~interpreted ~~business~~and ~~combination~~applied, could have ~~target~~a ismaterial ~~appropriate~~adverse ~~for~~effect on our ~~initial~~business, including our ability to negotiate and complete our business combination and results of operations.

On ~~February 11,~~March ~~2021~~30, ~~we issued to our sponsor 14~~2022,~~375,000~~ ~~founder~~the ~~shares~~SEC inissued ~~exchange~~proposed ~~for~~rules a(the ~~capital~~“2022 ~~contribution~~Proposed Rules”) ofrelating ~~$25~~to,~~000,~~ oramong ~~approximately~~other ~~$0.002 per share. In February 2021~~items, ~~our~~ ~~sponsor~~enhancing ~~transferred~~disclosures ~~50,000~~in ~~founder~~business ~~shares~~combination totransactions ~~each~~involving ofSPACs ~~our~~and ~~independent~~private ~~directors. Prior to the initial investment in the company of~~operating ~~$25,000~~companies; byamending the ~~sponsor,~~financial ~~the~~statement ~~company~~requirements ~~had~~applicable noto ~~assets,~~transactions ~~tangible~~involving orshell ~~intangible.~~companies; ~~The~~effectively ~~per~~limiting ~~share price of~~ the ~~founder shares was determined by~~ ~~dividing~~use ~~the amount contributed to the company by the number~~ of ~~founder~~projections ~~shares~~in ~~issued.~~SEC ~~The~~filings ~~founder~~in ~~shares~~connection ~~will~~with beproposed ~~worthless if we do not complete an initial~~ business combination. Intransactions; ~~addition,~~increasing ~~our~~the ~~sponsor~~potential ~~has~~liability ~~committed,~~of certain ~~pursuant~~participants toin aproposed ~~written~~business ~~agreement,~~combination totransactions; ~~purchase~~and ~~9,333,333 private~~the ~~placement~~extent ~~warrants, each exercisable~~ to ~~purchase~~which ~~one~~SPACs ~~Class A~~could ~~ordinary~~become ~~share at $11.50 per share,~~ subject to ~~adjustment,~~regulation atunder athe ~~price~~Investment ofCompany $1Act.50 ~~per~~The ~~warrant~~2022 ~~($14~~Proposed Rules,~~000,000~~ inif ~~the aggregate)~~adopted, whether in athe ~~private~~form ~~placement~~proposed ~~that~~or ~~closed~~in ~~simultaneously~~revised ~~with~~form, ~~the~~and ~~closing~~certain ~~of our~~positions ~~initial~~and ~~public~~legal ~~offering.~~conclusions Ifexpressed weby ~~do not consummate an initial business within 24 months from~~ the ~~closing~~SEC ofin ~~our~~connection ~~initial~~with ~~public offering,~~ the ~~private~~2022 ~~placement~~Proposed ~~warrants~~Rules ~~will~~may ~~expire~~materially ~~worthless.~~adversely ~~The~~affect ~~personal and financial interests of~~ our ~~executive~~ability ~~officers~~to ~~and directors may~~negotiate ~~influence their motivation in identifying~~ and ~~selecting~~complete aour ~~target~~ business combination, ~~completing an initial business combination~~ and ~~influencing~~ ~~the operation of the business following the initial business combination. This risk~~ may ~~become~~increase ~~more acute as~~ the ~~24-month anniversary of~~costs ~~the~~and ~~closing~~time ofrelated ~~our initial public offering nears, which is the deadline for our consummation of an initial business combination~~thereto.

24Our search for a business combination, and any target business with which we may ultimately consummate a business combination, may be materially adversely affected by the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in markets around the world.

~~Our~~United ~~officers~~States and ~~directors~~global ~~presently~~markets ~~have,~~are experiencing volatility and ~~any~~disruption following the escalation of ~~them~~geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, the ~~future~~North ~~may~~Atlantic ~~have~~Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, ~~fiduciary~~and orthe ~~contractual~~United ~~obligations~~States, the toUnited Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including ~~another~~the ~~blank~~removal ~~check~~of ~~company~~certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, ~~accordingly~~increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United ~~may~~States, the United Kingdom, the European Union and other countries have ~~conflicts~~created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of ~~interest~~the ongoing military conflict in ~~determining~~Ukraine is highly unpredictable, the conflict could lead to ~~which~~market ~~entity~~disruptions, aincluding ~~particular~~significant ~~business~~volatility ~~opportunity~~in ~~should~~commodity beprices, ~~presented~~credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.24

InRisks ~~addition,~~Relating our founders and our directors and officers, or any of their respective affiliates may in the future become affiliated with other blank check companies that may have acquisition objectives that are similar to ours. 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 such other blank check companies prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our ~~amended~~Sponsor and restated memorandum and articles of association provides that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer on the one hand, and us, on the other.Management

~~Our~~Since our sponsor, executive officers, and directors, ~~security~~will ~~holders~~lose their ~~and~~entire ~~their respective~~investment ~~affiliates~~in us if our initial business combination is not completed (other than with respect to public shares they may acquire ~~have~~during ~~competitive~~or ~~pecuniary~~after ~~interests~~our ~~that~~initial public offering), a conflict ~~with~~of interest may arise in determining whether a particular business combination target is appropriate for our ~~interests~~initial business combination.

WeOn ~~have~~February 11, ~~not~~2021, ~~adopted~~we issued to our sponsor 14,375,000 founder shares in exchange for a ~~policy~~capital ~~that~~contribution ~~expressly~~of $25,000, or approximately $0.002 per share. In February 2021, our sponsor transferred ~~prohibits~~50,000 founder shares to each of our independent directors. Prior to the initial investment in the company of $25,000 ~~executive~~by ~~officers~~the sponsor, the ~~security~~company ~~holders~~had no assets, tangible or ~~affiliates~~intangible. ~~from~~The ~~having~~per ashare ~~direct~~price orof ~~indirect~~the ~~pecuniary~~founder orshares ~~financial~~was ~~interest in~~determined ~~any~~by ~~investment~~dividing the amount contributed to bethe ~~acquired~~company orby ~~disposed~~the number of byfounder usshares orissued. inThe ~~any~~founder ~~transaction~~shares towill ~~which~~be weworthless ~~are~~if awe ~~party~~do ornot ~~have~~complete an ~~interest~~initial business combination. In ~~fact~~addition, weour ~~may~~sponsor purchased 9,333,333 private placement warrants, each exercisable to purchase one Class A ordinary ~~enter~~share ~~into~~at a$11.50 ~~business~~per ~~combination~~share, ~~with~~subject to adjustment, at a ~~target~~price ~~business~~of $1.50 per warrant ($14,000,000 in the aggregate), in a private placement that isclosed ~~affiliated~~simultaneously with ~~our~~the ~~sponsor,~~closing of our ~~directors~~initial orpublic ~~executive~~offering. ~~officers,~~If ~~although~~ we do not ~~intend~~consummate toan doinitial ~~so.~~business ~~Nor~~combination dowithin 24 months wefrom ~~have~~the aclosing ~~policy~~of ~~that~~our ~~expressly~~initial ~~prohibits~~public ~~any~~offering, ~~such~~the ~~persons~~private ~~from~~placement ~~engaging~~warrants ~~for~~will ~~their~~expire ~~own~~worthless. ~~account~~The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business ~~activities~~combination, completing an initial business combination and influencing the operation of the ~~types~~business ~~conducted~~following bythe usinitial business combination. This ~~Accordingly,~~risk ~~such~~may ~~persons~~become ormore ~~entities~~acute ~~may~~as ~~have~~the a24-month anniversary ~~conflict~~of ~~between~~the ~~their~~closing ~~interests~~of ~~and~~our ~~ours~~initial public offering nears, which is the deadline for our consummation of an initial business combination.

~~The~~Our ~~personal~~officers and ~~financial~~directors ~~interests~~presently ofhave, ~~our directors~~ and ~~officers~~any ~~may~~of ~~influence~~them ~~their motivation~~ in the ~~timely~~future ~~identifying~~may ~~and~~have ~~selecting~~additional, afiduciary ~~target~~or ~~business~~contractual ~~and~~obligations ~~completing~~to aother ~~business combination. Consequently~~entities, ~~our~~including ~~directors’~~another ~~and~~blank ~~officers’~~check ~~discretion~~company, ~~in identifying~~ and, ~~selecting a suitable target business~~accordingly, may ~~result~~have inconflicts ~~a conflict~~ of interest ~~when~~in determining ~~whether~~to ~~the~~which ~~terms,~~entity ~~conditions and timing of~~ a particular business ~~combination~~opportunity ~~are appropriate~~should ~~and in our shareholders’ best interest. If this were the case, it would~~ be ~~a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights~~presented. ~~However, we might not ultimately be successful in any claim we may make against them for such reason.~~

~~Our~~Until ~~executive~~we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors ~~will~~presently ~~allocate~~has, ~~their time~~and any of them in the future may have, additional fiduciary or contractual obligations to other ~~businesses~~entities ~~thereby~~pursuant ~~causing~~to ~~conflicts~~which ofsuch ~~interest~~officer inor director ~~their~~is ~~determination~~or aswill be required to ~~how~~present ~~much~~a ~~time~~business combination opportunity to ~~devote~~such entity, subject to ~~our~~his ~~affairs.~~or ~~This~~her ~~conflict~~fiduciary duties under Cayman Islands law. Accordingly, they may have conflicts of interest ~~could~~in ~~have~~determining to which entity a ~~negative~~particular ~~impact~~business onopportunity should ~~our~~be ~~ability~~presented. toThese ~~complete~~conflicts may not be resolved in our ~~initial~~favor and a potential target business ~~combination~~may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.

~~Our~~In ~~executive~~addition, ~~officers~~our founders and our directors ~~are~~and ~~not~~officers, ~~required~~or any of ~~to,~~their ~~and~~respective ~~will~~affiliates ~~not,~~may ~~commit~~in ~~their~~the ~~full~~future ~~time~~become toaffiliated ~~our~~with ~~affairs,~~other ~~which~~blank check companies that may ~~result~~have inacquisition aobjectives that ~~conflict~~are similar to ours. Accordingly, they may have conflicts of interest in ~~allocating~~determining ~~their~~to ~~time~~which ~~between~~entity ~~our~~a particular business opportunity ~~operations~~should ~~and~~be ~~our~~presented. ~~search~~These ~~for~~conflicts amay ~~business~~not ~~combination~~be resolved in our favor and ~~their~~a ~~other~~potential ~~businesses.~~target Webusiness domay ~~not~~be ~~intend~~presented to ~~have~~such ~~any~~other ~~full-time employees~~blank check companies prior to ~~the~~its ~~completion~~presentation ofto us, subject to our ~~initial~~officers’ ~~business~~and ~~combination~~directors’ fiduciary duties under Cayman Islands law. ~~Each~~Our amended and restated memorandum and articles of ~~our~~association ~~executive~~provides ~~officers~~that, isto ~~engaged~~the infullest ~~several~~extent ~~other~~permitted ~~business~~by ~~endeavors~~applicable law: ~~for~~(i) no ~~which~~individual heserving ~~may~~as bea ~~entitled~~director or an officer shall have any duty, except and to ~~substantial~~the ~~compensation~~extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and ~~our~~(ii) we renounce ~~executive~~any ~~officers~~interest ~~are~~or ~~not~~expectancy ~~obligated~~in, or in being offered an opportunity to ~~contribute~~participate in, any ~~specific~~potential ~~number~~transaction or matter which ofmay ~~hours~~be ~~per~~a ~~week~~corporate toopportunity ~~our~~for ~~affairs~~any director or officer on the one hand, and us, on the other.

25Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

~~Our~~We ~~independent~~have ~~directors~~not ~~also~~adopted ~~serve~~a aspolicy ~~officers~~that expressly prohibits our directors, ~~and~~executive ~~board~~officers, ~~members~~security ~~for~~holders ~~other~~or ~~entities.~~affiliates Iffrom ~~our~~having ~~executive~~a ~~officers’~~direct ~~and~~or ~~directors’~~indirect ~~other~~pecuniary ~~business~~or ~~affairs~~financial ~~require~~interest ~~them~~in toany ~~devote~~investment ~~substantial~~to ~~amounts~~be acquired or disposed of ~~time~~by us or in any transaction to ~~such~~which ~~affairs~~we inare ~~excess~~a ofparty ~~their~~or ~~current~~have ~~commitment~~an ~~levels~~interest. In fact, itwe ~~could~~may ~~limit~~enter ~~their~~into ~~ability~~a tobusiness combination ~~devote~~with ~~time~~a target business that is affiliated with our sponsor, our directors or executive officers, although we do not intend to ~~our~~do ~~affairs~~so. ~~which~~Nor ~~may~~do we have a ~~negative~~policy ~~impact~~that onexpressly ~~our~~prohibits ~~ability~~any tosuch ~~complete~~persons ~~our~~from ~~initial~~engaging for their own account in business ~~combination~~activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

~~Involvement~~The ofpersonal ~~members~~and financial interests of our ~~management~~directors and ~~companies~~officers may ~~with~~influence ~~which~~their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, ~~they~~our ~~are~~directors’ ~~affiliated~~and officers’ discretion in ~~civil~~identifying ~~disputes~~and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and ~~litigation~~timing of a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, ~~governmental~~it ~~investigations~~would orbe ~~negative~~a ~~publicity~~breach ~~unrelated~~of their fiduciary duties to ~~our~~us ~~business~~as ~~affairs~~a matter of Cayman Islands law and we or ~~could~~our ~~materially~~shareholders ~~impact~~might have a claim against such individuals for infringing on our ~~ability~~shareholders’ torights. ~~consummate~~However, anwe ~~initial~~might ~~business~~not ~~combination~~ultimately be successful in any claim we may make against them for such reason.

Members of our management team and companies with which they are affiliated have been, and in the future will continue to be, involved in a wide variety of business affairs, including transactions, such as sales and purchases of businesses, and ongoing operations. As a result of such involvement, members of our management and companies with which they are affiliated in have been, and may in the future be, involved in civil disputes, litigation, governmental investigations and negative publicity relating to their business affairs. Any such claims, investigations, lawsuits or negative publicity may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination in a material manner and may have an adverse effect on the price of our securities.25

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

WeOur executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a ~~blank~~conflict ~~check~~of ~~company~~interest ~~with~~in noallocating ~~operating~~their ~~history~~time ~~and~~between noour operations ~~revenues,~~and our search for a business combination and ~~you~~their other businesses. We do not intend to have noany ~~basis~~full-time employees onprior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to ~~evaluate~~substantial compensation, and our ~~ability~~executive officers are not obligated to ~~achieve~~contribute ~~our~~any ~~business~~specific ~~objective~~number of hours per week to our affairs.

WeOur ~~are~~independent andirectors ~~exempted~~also ~~company~~serve ~~under~~as ~~the~~officers ~~laws~~and ofboard members ~~the~~for ~~Cayman~~other ~~Islands with no operating results~~entities. ~~Because~~If weour ~~lack~~executive anofficers’ ~~operating~~and ~~history,~~directors’ ~~you~~other ~~have~~business noaffairs ~~basis~~require ~~upon~~them ~~which~~ to ~~evaluate~~devote ~~our~~substantial ~~ability~~amounts ~~to achieve our business objective~~ of ~~completing~~time ~~our~~to ~~initial~~such ~~business~~affairs ~~combination~~in ~~with~~excess ~~one~~of ortheir ~~more~~current ~~target~~commitment ~~businesses. We have no plans~~levels, ~~arrangements~~ orit ~~understandings~~could ~~with~~limit ~~any~~their ~~prospective~~ability ~~target~~to ~~business~~devote ~~concerning~~time ato ~~business~~our ~~combination~~affairs ~~and~~ which may behave ~~unable~~a tonegative ~~complete~~impact on our ~~initial~~ ~~business~~ability ~~combination. If we fail~~ to complete our initial business combination~~, we will never generate any operating revenues~~.

~~Past~~Involvement ~~performance~~of bymembers of our management ~~team,~~and ~~MSD~~companies ~~Capital,~~with ~~or MSD~~which ~~Partners~~they orare ~~any~~affiliated ofin ~~their~~civil ~~respective~~disputes ~~affiliates~~and ~~may~~litigation, ~~not~~governmental beinvestigations ~~indicative~~or ofnegative ~~future~~publicity ~~performance~~unrelated ofto anour ~~investment~~business inaffairs could usmaterially orimpact inour ~~the~~ability ~~future~~to ~~performance of~~consummate ~~the~~an initial business ~~we may acquire~~combination.

~~Information~~Members ~~regarding~~of ~~performance by, or businesses associated with,~~ our management team orand ~~their~~companies ~~respective~~with ~~affiliates,~~which ~~including~~they ~~MSD~~are ~~Partners~~affiliated have ~~and MSD Capital~~been, isand ~~presented~~in ~~for~~the ~~informational purposes~~future ~~only.~~will ~~Any~~continue ~~past~~to ~~experience~~be, ofinvolved ~~and~~in ~~performance~~a bywide ~~our~~variety ~~management~~of ~~team~~business ~~or their respective affiliates~~affairs, including ~~MSD Partners and MSD Capital~~transactions, issuch ~~not~~as asales and ~~guarantee~~purchases ~~either:~~of ~~(1) that~~businesses, weand ~~will~~ongoing beoperations. ~~able~~As toa ~~successfully~~result ~~identify~~of asuch ~~suitable~~involvement, ~~candidate~~members ~~for~~of our ~~initial~~management ~~business combination;~~and orcompanies ~~(2) of any results~~ with ~~respect~~which they toare ~~any~~affiliated ~~initial~~in ~~business~~have ~~combination~~been, weand may ~~consummate.~~in ~~You should not rely on~~ the ~~historical~~ ~~record~~future ofbe, ~~our~~involved ~~management~~in ~~team~~civil ordisputes, ~~any of their respective affiliates’ performance~~litigation, ~~including~~governmental ~~the~~investigations ~~performance~~and ~~of MSD Partners~~negative orpublicity ~~MSD~~relating ~~Capital,~~to astheir ~~indicative~~business ofaffairs. ~~the~~Any ~~future~~such ~~performance~~claims, ofinvestigations, anlawsuits ~~investment in us~~ or ~~the~~negative ~~returns~~publicity wemay ~~will,~~be ordetrimental ~~are likely~~ to, ~~generate going~~our ~~forward.~~reputation ~~Our~~and ~~management~~could ~~team~~negatively ~~has~~affect noour ~~experience~~ability into ~~operating~~identify ~~special~~and ~~purpose~~complete ~~acquisition~~an ~~companies.~~initial Anbusiness ~~investment~~combination in usa ismaterial ~~not~~manner anand ~~investment~~may inhave ~~either~~an ~~MSD~~adverse ~~Partners~~effect oron ~~MSD~~the ~~Capital~~price of our securities.

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

~~Our~~We ~~public~~are ~~shareholders~~a ~~will~~blank becheck ~~entitled~~company ~~to receive~~with ~~funds~~no ~~from~~operating ~~the~~history ~~trust account only upon the earlier to occur of: (i) our completion of an initial business combination,~~ and ~~then~~ ~~only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations~~no ~~described herein~~revenues, ~~(ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended~~ and ~~restated~~you ~~memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to~~ have ~~their~~no ~~shares~~basis ~~redeemed~~on inwhich ~~connection with our initial business combination or~~ to ~~redeem 100%~~evaluate of our ~~public~~ability ~~shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect~~ to ~~any~~achieve ~~other provision relating to the rights of holders of~~ our ~~Class A ordinary shares or pre-initial~~ business combination activity, and (iii) the redemption of our public shares if we have not consummated an initial business within 24 months from the closing of our initial public offering, subject to applicable law and as further described hereinobjective. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

26We are an exempted company 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.

~~You~~Past ~~will~~performance by our management team, MSD Capital, or MSD Partners or any of their respective affiliates may not be ~~entitled~~indicative toof ~~protections~~future ~~normally~~performance ~~afforded~~of ~~to investors~~an investment in us or in the future performance of ~~many~~the ~~other~~business ~~blank~~we ~~check~~may ~~companies~~acquire.

~~Since~~Information ~~the~~regarding ~~net~~performance ~~proceeds~~by, ofor ~~our~~businesses ~~initial~~associated ~~public~~with, ~~offering~~our ~~and~~management ~~the~~team ~~sale~~or oftheir ~~the~~respective ~~private~~affiliates, ~~placement~~including ~~warrants~~MSD ~~are~~Partners ~~intended~~and toMSD beCapital, ~~used~~is topresented ~~complete~~for aninformational ~~initial~~purposes ~~business combination with a target~~only. ~~business~~Any ~~that~~past ~~has~~experience ~~not~~of ~~been~~and ~~selected,~~performance weby ~~may~~our bemanagement ~~deemed~~team toor betheir arespective ~~“blank~~affiliates, ~~check”~~including ~~company~~MSD ~~under~~Partners ~~the~~and ~~United States~~MSD ~~securities~~Capital, ~~laws.~~is ~~However,~~not ~~because~~a weguarantee ~~had~~either: ~~net~~(1) that ~~tangible~~we ~~assets~~will inbe ~~excess~~able ofto ~~$5,000,000~~successfully ~~upon~~identify ~~the~~a ~~completion~~suitable ofcandidate for our initial ~~public~~business ~~offering and the~~combination; ~~sale~~or (2) of ~~the~~any ~~private~~results ~~placement~~with ~~warrants~~respect ~~and~~to ~~have~~any ~~filed~~initial abusiness ~~Current~~combination ~~Report on Form 8-K, including an audited balance sheet demonstrating this fact,~~ we ~~are~~may ~~exempt~~consummate. ~~from~~You ~~rules~~should ~~promulgated~~not byrely on the ~~SEC~~historical torecord of ~~protect~~our ~~investors~~management inteam ~~blank~~or ~~check~~any ~~companies,~~of ~~such~~their asrespective ~~Rule 419.~~affiliates’ ~~Accordingly~~performance, ~~investors~~ ~~will~~including ~~not be afforded~~ the ~~benefits~~performance ~~or protections~~ of ~~those~~MSD ~~rules.~~Partners ~~Among~~or ~~other~~MSD ~~things~~Capital, ~~this means our units were immediately~~ ~~tradable~~as ~~and~~indicative weof ~~have~~the afuture ~~longer~~performance ~~period~~ of ~~time~~an toinvestment ~~complete~~in ~~our~~us ~~initial~~or ~~business~~the ~~combination~~returns ~~than~~we ~~do companies subject to Rule 419. Moreover~~will, ifor ~~our~~are ~~initial~~likely ~~public offering were subject~~ to ~~Rule 419~~, ~~that~~generate ~~rule~~going ~~would~~forward. ~~prohibit~~Our ~~the~~management team ~~release~~has ofno ~~any~~experience ~~interest earned on funds held~~ in ~~the~~operating ~~trust~~special ~~account~~purpose toacquisition uscompanies. ~~unless~~An ~~and~~investment ~~until the funds~~ in ~~the~~us ~~trust~~is ~~account~~not ~~were~~an ~~released~~investment ~~to us~~ in ~~connection~~either ~~with~~MSD ~~our completion~~Partners ofor anMSD ~~initial business combination~~Capital.

In evaluating a prospective target business for our initial business combination, our management will rely on the availability of the funds from the sale of the forward purchase units to be used as part of the consideration to the sellers in the initial business combination. If the sale of the forward purchase units does not close, we may lack sufficient funds to consummate our initial business combination.26

~~Prior~~You towill ~~the~~not ~~consummation~~have ofany ~~our~~rights ~~initial~~or ~~public offering,~~interests wein ~~entered~~funds ~~into~~from ~~a forward purchase agreement with~~ the ~~forward purchase investor providing for the purchase of up to $50,000,000~~trust ~~of forward purchase units~~account, atexcept aunder ~~purchase~~certain ~~price~~limited ~~of $10~~circumstances.00 ~~per unit~~Therefore, into aliquidate ~~private~~your ~~placement which occurred concurrently with the closing of our initial business combination. However~~investment, ifyou ~~the sale of the forward purchase units does not close, we~~ may ~~lack sufficient funds to consummate our initial business combination. The number of forward purchase units to~~ be ~~purchased~~forced ~~by the forward purchase investor will be subject~~ to ~~the~~sell ~~forward~~your purchase investor’s sole discretion. The obligation to purchase the forward purchase units is subject to customary closing conditions, including that our initial business combination must be consummated substantially concurrently with, and immediately following, the purchase of the forward purchase units. The obligations of the forward purchase investor under the forward purchase agreement do not depend on whether any Class A ordinary shares held by public shareholders are redeemed by the company and the amount of forward purchase units sold pursuant to the forward purchase agreement will be subject to the forward purchase investor’s sole discretion. The forward purchase shares ~~will generally be identical to the Class A ordinary shares included in the units sold~~ inor ~~our initial public offering~~warrants, ~~except~~potentially ~~that~~at ~~they~~a ~~will be entitled to certain registration rights, as described herein~~loss. ~~The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by the forward purchase investor or its permitted assignees and transferees.~~

27Our public shareholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, and (iii) the redemption of our public shares if we have not consummated an initial business within 24 months from the closing of our initial public offering, subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

IfYou awill ~~shareholder~~not ~~fails~~be toentitled ~~receive notice of our offer~~ to ~~redeem our~~protections ~~public~~normally ~~shares~~afforded ~~in connection with our initial business combination, or fails~~ to ~~comply with the procedures for tendering its shares,~~ ~~such~~investors ~~shares~~of ~~may~~many ~~not~~other beblank ~~redeemed~~check companies.

WeSince ~~will~~the ~~comply~~net ~~with~~proceeds ~~the~~of ~~proxy~~our ~~rules~~initial orpublic ~~tender~~offering and the sale ~~offer~~of ~~rules,~~the asprivate ~~applicable,~~placement ~~when~~warrants ~~conducting~~are ~~redemptions~~intended into ~~connection~~be ~~with~~used ~~our~~to complete an initial business combination. ~~Despite~~with ~~our~~a ~~compliance~~target ~~with~~business that has ~~these~~not ~~rules~~been selected, ifwe amay ~~shareholder~~be ~~fails~~deemed to ~~receive~~be ~~our~~a ~~proxy~~“blank ~~solicitation~~check” orcompany ~~tender~~under ~~offer~~the ~~materials~~United States securities laws. However, asbecause we ~~applicable~~had net tangible assets in excess of $5,000,000 ~~such~~upon ~~shareholder~~the ~~may~~completion ~~not become~~of ~~aware~~our initial public offering and the sale of the ~~opportunity~~private toplacement warrants ~~redeem~~and ~~its~~have ~~shares.~~filed Ina ~~addition~~Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the ~~proxy~~SEC ~~solicitation~~to orprotect ~~tender~~investors ~~offer~~in ~~materials~~blank check companies, such as ~~applicable~~Rule 419. Accordingly, ~~that we~~investors will ~~furnish~~not tobe afforded ~~holders~~the benefits or protections of ~~our~~those ~~public~~rules. ~~shares~~Among inother ~~connection~~things, ~~with~~this means our ~~initial~~units ~~business~~were ~~combination~~immediately ~~will~~tradable ~~describe~~and ~~the~~we ~~various~~have ~~procedures~~a ~~that~~longer ~~must~~period beof ~~complied~~time ~~with~~to incomplete ~~order~~our initial business combination than do companies subject to ~~validly~~Rule 419. ~~redeem~~Moreover, orif ~~tender~~our initial public ~~shares.~~offering Inwere ~~the~~subject ~~event~~to Rule 419, that arule ~~shareholder~~would ~~fails~~prohibit tothe ~~comply~~release ~~with~~of ~~these procedures,~~any ~~its~~interest ~~shares~~earned ~~may~~on ~~not~~funds beheld ~~redeemed.~~in ~~See~~the ~~“Item~~trust 1.account to ~~Business~~us —unless ~~Effecting~~and ~~Our~~until ~~Initial~~the ~~Business~~funds ~~Combination~~in —the ~~Tendering Share~~trust ~~Certificates~~account were released to us in ~~Connection~~connection with aour ~~Tender~~completion ~~Offer~~of oran ~~Redemption~~initial ~~Rights~~business combination.”

~~Nasdaq~~In ~~may~~evaluating ~~delist~~a prospective target business for our ~~securities~~initial ~~from~~business combination, ~~trading~~our management will rely on ~~its~~the ~~exchange, which~~availability ~~could~~of ~~limit~~the ~~investors’~~funds ~~ability~~from the sale of the forward purchase units to ~~make~~be ~~transactions~~used as part of the consideration to the sellers in ~~our~~the ~~securities~~initial ~~and~~business ~~subject~~combination. usIf the sale of the forward purchase units does not close, we may lack sufficient funds to ~~additional~~consummate ~~trading~~our ~~restrictions~~initial business combination.

WePrior ~~were approved~~ to ~~list our units on Nasdaq on~~ the ~~date~~consummation of our ~~final~~initial ~~prospectus~~public ~~and~~offering, ~~our~~we ~~Class~~entered into Aa ~~ordinary~~forward ~~shares~~purchase ~~and~~agreement ~~warrants~~with ~~were~~the ~~also~~forward ~~listed~~purchase oninvestor ~~Nasdaq~~providing ~~promptly~~for ~~after~~the ~~their~~purchase ~~date~~ of ~~separation.~~ ~~Although~~up ~~after~~to ~~giving~~$50,000,000 ~~effect~~of toforward ~~our~~purchase units, ~~initial~~at ~~public~~a ~~offering~~purchase weprice ~~expect~~of to$10.00 ~~meet~~per unit, onin a ~~pro~~private ~~forma~~placement ~~basis,~~which ~~the~~occurred ~~minimum~~concurrently ~~initial~~with ~~listing standards~~the ~~set~~closing ~~forth~~of inour ~~Nasdaq’s~~initial ~~listing~~business combination. ~~standards~~However, ~~our~~if ~~securities~~the ~~may~~sale ~~not~~of ~~be,~~the orforward ~~may~~purchase ~~not~~units ~~continue~~does tonot beclose, ~~listed~~we onmay ~~Nasdaq~~lack insufficient ~~the future~~funds ~~or prior~~ to ~~the~~consummate ~~completion of~~ our initial business combination. InThe ~~order~~number toof ~~continue~~forward ~~listing~~purchase ~~our~~units ~~securities~~to onbe ~~Nasdaq~~purchased ~~prior~~by to the ~~completion~~forward ofpurchase ~~our~~investor ~~initial~~will ~~business~~be ~~combination,~~subject weto ~~must~~the ~~maintain~~forward purchase ~~certain~~investor’s ~~financial,~~sole ~~distribution~~discretion. ~~and~~The ~~share~~obligation ~~price~~to ~~levels.~~purchase ~~Generally, we~~the ~~must~~forward ~~maintain~~purchase aunits ~~minimum~~is ~~amount~~subject into ~~shareholders’~~customary ~~equity~~closing ~~(generally $2~~conditions,~~500,000)~~ including ~~and~~that aour ~~minimum~~initial ~~number~~business ofcombination ~~holders~~must ofbe ~~our~~consummated ~~securities (generally~~substantially ~~300~~concurrently ~~public~~with, ~~holders).~~and ~~Additionally~~immediately following, ~~our~~the ~~units~~purchase of ~~will~~the ~~not~~forward bepurchase ~~traded~~units. ~~after~~The ~~completion~~obligations of ~~our~~the ~~initial~~forward ~~business~~purchase ~~combination~~investor ~~and,~~under ~~in connection~~the ~~with~~forward ~~our~~purchase ~~initial~~agreement ~~business~~do ~~combination,~~not wedepend ~~will~~on whether beany ~~required~~Class A toordinary ~~demonstrate~~shares ~~compliance~~held ~~with~~by ~~Nasdaq’s~~public ~~initial~~shareholders ~~listing requirements, which~~ are ~~more~~redeemed ~~rigorous~~by ~~than~~the ~~Nasdaq’s~~company ~~continued~~and ~~listing~~the ~~requirements,~~amount inof ~~order~~forward topurchase ~~continue~~units sold pursuant to ~~maintain~~ the ~~listing~~forward ofpurchase ~~our~~agreement ~~securities on~~will ~~Nasdaq.~~be ~~For~~subject ~~instance,~~to the ~~share~~forward ~~price~~purchase ofinvestor’s ~~our~~sole ~~securities~~discretion. ~~would~~The ~~generally~~forward purchase beshares ~~required~~will togenerally be atidentical ~~least~~to ~~$4.00~~the ~~per~~Class A ~~share~~ordinary ~~and~~shares ~~our~~included ~~shareholders’ equity~~in ~~would~~the ~~generally~~units besold ~~required~~in toour beinitial atpublic ~~least $4~~offering,~~000,000~~ except ~~and~~that wethey ~~would~~will be ~~required~~entitled to ~~have~~certain aregistration ~~minimum~~rights, ofas ~~300~~described ~~round~~herein. ~~lot~~The ~~holders~~forward ~~(with at~~purchase ~~least~~warrants ~~50%~~will ofhave ~~such~~the ~~round~~same terms ~~lot~~as ~~holders~~the ~~holding~~private ~~securities~~placement ~~with~~warrants aso ~~market~~long ~~value~~as ofthey atare ~~least~~held ~~$2,500).~~by Wethe ~~may~~forward ~~not~~purchase beinvestor ~~able~~or toits ~~meet~~permitted ~~those~~assignees ~~initial listing~~and ~~requirements at that time~~transferees.

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:27

●If a ~~limited~~shareholder ~~availability~~fails to receive notice of ~~market~~our ~~quotations~~offer ~~for~~to redeem our ~~securities;~~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 ~~reduced~~will ~~liquidity~~comply ~~for~~with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our ~~securities;~~initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. See “Item 1. Business — Effecting Our Initial Business Combination — Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”

●Nasdaq amay ~~determination~~delist ~~that~~ our ~~Class~~securities Afrom ~~ordinary~~trading ~~shares~~on ~~are~~its aexchange, which ~~“penny~~could ~~stock”~~limit ~~which~~investors’ ~~will~~ability ~~require~~to ~~brokers~~make ~~trading~~transactions in our ~~Class~~securities Aand ~~ordinary~~subject ~~shares~~us to ~~adhere~~additional ~~to more stringent rules and possibly result in a reduced level of~~ trading ~~activity in the secondary trading market for our securities;~~restrictions.

●We were approved to list our units on Nasdaq on the date of our final prospectus and our Class A ordinary shares and warrants were also listed on Nasdaq promptly after their date of separation. Although after giving effect to our initial public offering we expect to meet, on a ~~limited~~pro forma basis, the minimum initial listing standards set forth in Nasdaq’s listing standards, our securities may not be, or may not continue to be, listed on Nasdaq in the future or prior to the completion of our initial business combination. In order to continue listing our securities on Nasdaq prior to the completion of our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of ~~news~~holders of our securities (generally 300 public holders). Additionally, our units will not be traded after completion of our initial business combination and, ~~analyst~~in ~~coverage;~~connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, the share price of our securities would generally be required to be at least $4.00 per share and our shareholders’ equity would generally be required to be at least $4,000,000 and we would be required to have a minimum of 300 round lot holders (with at least 50% of such round lot holders holding securities with a market value of at least $2,500). We may not be able to meet those initial listing requirements at that time.

●If aNasdaq ~~decreased~~delists ~~ability~~our securities from trading on its exchange and we are not able to ~~issue~~list ~~additional~~our securities oron ~~obtain~~another ~~additional~~national ~~financing~~securities inexchange, ~~the~~we ~~future~~expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

~~The~~● ~~National Securities Markets Improvement Act of 1996, which is~~ a ~~federal~~limited ~~statute,~~availability ~~prevents or preempts the states from regulating the sale~~ of ~~certain~~market ~~securities,~~quotations ~~which~~for ~~are referred to as “covered securities.” Because~~ our ~~units and our Class A ordinary shares and warrants are listed on Nasdaq, our units, Class A ordinary shares and warrants qualify as covered~~ securities under the statute. Although the states are preempted from regulating the sale of 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 the statute and we would be subject to regulation in each state in which we offer our securities.;

28● reduced liquidity for our securities;

If● wea ~~seek~~determination ~~shareholder~~that ~~approval of~~ our ~~initial~~Class ~~business~~A ~~combination and~~ordinary weshares doare ~~not conduct redemptions pursuant to the tender offer rules, and if you or~~ a “~~group~~penny stock” ofwhich ~~shareholders~~will ~~are~~require ~~deemed~~brokers ~~to hold~~trading in ~~excess of 15% of~~ our Class A ordinary shares, ~~you~~to ~~will~~adhere ~~lose~~to ~~the~~more ~~ability~~stringent torules ~~redeem~~and ~~all~~possibly ~~such~~result ~~shares~~ in ~~excess~~a ofreduced ~~15%~~level of ~~our Class A~~trading ~~ordinary~~activity ~~shares.~~in the secondary trading market for 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 amended and restated memorandum and articles of association provides that a ~~public~~limited ~~shareholder,~~amount ~~together with any affiliate~~ of ~~such~~news shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our 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~~analyst ~~could~~coverage; 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.~~

If● ~~the~~a ~~net~~decreased ~~proceeds~~ability ofto ~~our~~issue ~~initial~~additional ~~public~~securities ~~offering~~or ~~and~~obtain ~~the~~additional ~~sale of~~financing ~~the private placement warrants not being held~~ in the trust account are insufficient to allow us to operate for what remains of the 24 months following the closing of our initial public offering, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combinationfuture.

OfThe ~~the~~National ~~net~~Securities ~~proceeds~~Markets ofImprovement ~~our~~Act ~~initial public offering and the sale~~ of ~~the private placement warrants~~1996, ~~only~~which ~~$1,000,000~~ is ~~available~~a federal tostatute, usprevents ~~initially~~or ~~outside~~preempts the ~~trust~~states ~~account~~from toregulating ~~fund our working capital requirements. We believe that~~ the ~~funds~~sale ~~available to us outside~~ of ~~the~~certain ~~trust account~~securities, ~~together~~which ~~with~~are ~~funds~~referred ~~available~~to ~~from~~as ~~loans~~“covered ~~from~~securities.” Because our ~~sponsor,~~units ~~members~~and of our ~~management~~Class ~~team~~A orordinary ~~any~~shares ofand ~~their~~warrants ~~affiliates~~are islisted ~~still~~on ~~sufficient~~Nasdaq, toour ~~allow~~units, usClass toA ~~operate~~ordinary ~~for~~shares and atwarrants ~~least~~qualify ~~the 24 months~~as ~~following~~covered ~~the~~securities ~~closing~~under ofthe ~~our~~statute. ~~initial~~Although ~~public~~the ~~offering;~~states ~~however,~~are ~~our~~preempted ~~estimate~~from ~~may~~regulating ~~not~~the besale ~~accurate,~~of ~~and~~covered ~~our sponsor~~securities, ~~members~~ ofthe ~~our~~federal ~~management~~statute ~~team~~does orallow ~~any~~the ofstates ~~their affiliates are under no obligation~~ to ~~advance~~investigate ~~funds~~companies toif usthere inis ~~such~~a ~~circumstances.~~suspicion Ofof ~~the~~fraud, ~~funds available to us~~and, weif ~~expect~~there tois ~~use~~ a ~~portion~~finding of ~~the~~fraudulent activity, ~~funds~~then ~~available~~the tostates uscan toregulate ~~pay~~or ~~fees~~bar tothe ~~consultants~~sale toof ~~assist~~covered ussecurities ~~with~~in ~~our search for~~ a ~~target~~particular ~~business~~case. We ~~could~~While ~~also~~we ~~use~~are anot ~~portion~~aware of ~~the funds as~~ a ~~down~~state ~~payment~~having used orthese powers to ~~fund~~prohibit aor ~~“no-shop”~~restrict ~~provision~~the (asale ~~provision in letters~~ of ~~intent designed~~securities toissued ~~keep~~by ~~target~~blank ~~businesses~~check ~~from~~companies, ~~“shopping” around for transactions with~~ other ~~companies~~than orthe ~~investors~~State onof ~~terms~~Idaho, ~~more~~certain ~~favorable~~state tosecurities ~~such~~regulators ~~target~~view ~~businesses)~~blank ~~with~~check ~~respect~~companies tounfavorably aand ~~particular~~might ~~proposed~~use ~~business~~these ~~combination~~powers, ~~although~~or wethreaten doto ~~not~~use ~~have~~these ~~any~~powers, ~~current~~to ~~intention~~hinder tothe dosale ~~so.~~of Ifsecurities ~~we entered into a letter~~ of ~~intent~~blank ~~where~~check wecompanies ~~paid~~in ~~for~~their ~~the~~states. ~~right~~Further, toif ~~receive~~we ~~exclusivity~~were ~~from~~no alonger ~~target~~listed ~~business~~on ~~and~~Nasdaq, ~~were~~our ~~subsequently~~securities would ~~required~~not toqualify ~~forfeit such funds (whether~~ as acovered ~~result~~securities ofunder ~~our~~the ~~breach~~statute orand ~~otherwise),~~ we ~~might~~would ~~not~~be ~~have~~subject ~~sufficient funds~~ to ~~continue~~regulation ~~searching for,~~in oreach ~~conduct~~state ~~due~~in ~~diligence~~which ~~with~~we ~~respect~~offer ~~to,~~our ~~a target business~~securities.

If we are required to seek additional capital, we would need to borrow funds from our sponsor, members of our management team or any of their affiliates or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances may be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, members of our management team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we do not complete our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public 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 public share” and other risk factors herein.28

29If 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.

~~Subsequent~~If towe ~~our~~seek ~~completion~~shareholder approval of our initial business combination, and we ~~may~~do benot ~~required~~conduct redemptions in connection with our initial business combination pursuant to ~~take~~the ~~write-downs~~tender oroffer ~~write-offs~~rules, ~~restructuring~~our amended and ~~impairment~~restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other ~~charges~~person ~~that~~with ~~could~~whom ~~have~~such shareholder is acting in concert or as a ~~significant~~“group” ~~negative effect~~(as ondefined ~~our~~under ~~financial~~Section 13 ~~condition~~of the Exchange Act), ~~results~~will be restricted from seeking redemption rights with respect to more than an aggregate of ~~operations~~15% ~~and~~of the ~~share~~shares ~~price~~sold ofin our initial ~~securities~~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 ~~cause~~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 ~~lose~~the ~~some~~Excess orShares if we complete our initial business combination. And as a result, ~~all~~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 ~~investment~~in open market transactions, potentially at a loss.

~~Even~~If ifthe wenet ~~conduct~~proceeds ~~due~~of ~~diligence~~our oninitial apublic ~~target business~~offering ~~with~~and ~~which~~the wesale of ~~combine,~~the ~~this~~private ~~diligence~~placement ~~may~~warrants not ~~surface~~being ~~all~~held ~~material~~in ~~issues~~the ~~with~~trust aaccount ~~particular~~are ~~target~~insufficient ~~business.~~to Inallow ~~addition,~~us ~~factors outside~~to ofoperate ~~the~~for ~~target~~what ~~business~~remains ~~and outside~~ of ~~our~~the 24 ~~control~~months ~~may~~following ~~later~~the ~~arise.~~closing ~~As a result~~ of ~~these~~our ~~factors,~~initial wepublic ~~may be forced to later write-down or write-off assets~~offering, ~~restructure~~it ~~our operations, or incur impairment or other charges that~~ could ~~result~~limit inthe ~~our~~amount ~~reporting~~available ~~losses.~~to ~~Even if~~fund our ~~due~~search ~~diligence~~for ~~successfully~~a ~~identifies~~target ~~certain~~business or ~~risks,~~businesses ~~unexpected risks may arise~~ and ~~previously~~complete ~~known risks may materialize in a manner not consistent with~~ our ~~preliminary~~initial ~~risk~~business ~~analysis.~~combination, ~~Even though these charges may be non-cash items~~ and ~~not~~we ~~have~~will andepend ~~immediate impact~~ on ~~our~~loans ~~liquidity,~~from ~~the fact that we report charges of this nature could contribute to negative market perceptions about us or~~ our ~~securities.~~ Insponsor ~~addition, charges of this nature may cause us to violate net worth~~ or ~~other~~management ~~covenants~~team to ~~which~~fund ~~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~~search ~~holders~~and ~~who choose~~ to ~~retain~~complete ~~their~~our ~~securities~~initial ~~following the~~ business combination ~~could suffer a reduction in the value of their securities~~. ~~Such holders are unlikely to have a remedy for such reduction in value.~~

IfOf ~~third~~the ~~parties~~net ~~bring~~proceeds ~~claims~~of ~~against~~our usinitial public offering and the sale of the private placement warrants, only $1,000,000 is available to us initially outside the ~~proceeds~~trust ~~held~~account into fund our working capital requirements. We believe that the funds available to us outside of the trust account, ~~could~~together with funds available from loans from our sponsor, members of our management team or any of their affiliates is still sufficient to allow us to operate for at least the 24 months following the closing of our initial public offering; however, our estimate may not be ~~reduced~~accurate, and our sponsor, members of our management team or any of their affiliates are under no obligation to advance funds to us in such circumstances. Of the ~~per~~funds available to us, we expect to 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-~~share~~shop” ~~redemption~~provision ~~amount~~(a ~~received~~provision byin ~~shareholders~~letters ~~may~~of beintent ~~less~~designed to ~~than~~keep ~~$10~~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.00 ~~per~~If ~~public~~we ~~share~~entered 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.

~~Our~~If ~~placing~~we ofare ~~funds~~required into ~~the~~seek ~~trust~~additional ~~account~~capital, ~~may not~~we ~~protect~~would ~~those~~need to borrow funds from ~~third~~our ~~party~~sponsor, ~~claims~~members ~~against~~of ~~us.~~our ~~Although~~management weteam ~~will~~or ~~seek~~any toof ~~have~~their ~~all~~affiliates ~~vendors,~~or ~~service~~other ~~providers~~third ~~(excluding~~parties ~~our independent~~to ~~registered~~operate ~~public~~or ~~accounting~~may ~~firm),~~be ~~prospective~~forced ~~target~~to liquidate. ~~businesses~~Neither ~~and~~our ~~other~~sponsor, ~~entities~~members ~~with~~of ~~which~~our wemanagement doteam ~~business~~nor ~~execute~~any ~~agreements with~~of ustheir ~~waiving~~affiliates is under any ~~right,~~obligation ~~title,~~to ~~interest~~advance orfunds ~~claim~~to us ofin ~~any~~such ~~kind~~circumstances. inAny orsuch toadvances ~~any~~may ~~monies~~be repaid only from funds held inoutside the trust account ~~for~~or ~~the~~from ~~benefit~~funds released to us upon completion of our ~~public shareholders~~initial business combination. Up to $1,500,000 of such ~~parties~~loans may ~~not~~be ~~execute~~convertible ~~such~~into ~~agreements,~~warrants orof ~~even~~the ifpost-business combination entity ~~they~~at ~~execute~~a ~~such~~price ~~agreements,~~of ~~they~~$1.50 ~~may~~per ~~not~~warrant at the option of the lender. The warrants would be ~~prevented~~identical ~~from~~to ~~bringing~~the private placement warrants. ~~claims~~Prior ~~against~~to the ~~trust~~completion ~~account,~~of ~~including~~our initial business combination, ~~but~~we do not ~~limited~~expect to, ~~fraudulent~~seek ~~inducement,~~loans ~~breach~~from ofparties ~~fiduciary~~other ~~responsibility~~than orour ~~other~~sponsor, ~~similar~~members ~~claims,~~of asour ~~well~~management asteam ~~claims~~or ~~challenging~~any ~~the~~of ~~enforceability~~their ofaffiliates ~~the~~as ~~waiver,~~we indo ~~each~~not ~~case~~believe inthird ~~order~~parties will be willing to ~~gain~~loan ~~advantage~~such ~~with~~funds ~~respect~~and toprovide a ~~claim~~ waiver against ~~our~~any ~~assets,~~and ~~including~~all ~~the~~rights ~~funds~~to ~~held~~seek access to funds in ~~the~~our trust account. If ~~any~~we ~~third~~do ~~party~~not ~~refuses~~complete toour ~~execute~~initial anbusiness ~~agreement~~combination within ~~waiving~~the ~~such~~required ~~claims~~ time period because we do not have sufficient funds available to ~~the~~us, ~~monies~~we ~~held~~will inbe forced to cease operations and liquidate the trust account. Consequently, our ~~management~~public ~~will~~shareholders ~~perform~~may only receive an ~~analysis~~estimated of$10.00 ~~the~~per ~~alternatives~~public ~~available~~share, toor itpossibly less, on our redemption of our public shares, and ~~will~~our ~~only~~warrants ~~enter into~~will anexpire ~~agreement~~worthless. ~~with~~See a“— If third ~~party~~parties ~~that~~bring ~~has~~claims ~~not~~against ~~executed~~us, the aproceeds ~~waiver~~held ifin ~~management~~the ~~believes~~trust ~~that~~account ~~such~~could ~~third~~be ~~party’s~~reduced ~~engagement~~and ~~would be~~the ~~significantly~~per-share redemption ~~more~~amount ~~beneficial~~received toby usshareholders may be less than ~~any~~$10.00 ~~alternative~~per public share” and other risk factors herein.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. 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 consummated an initial business combination within 24 months from the closing of our initial public offering, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to that certain letter agreement among the company, the sponsor and the company’s executive officers and directors, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (excluding our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriter of our 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. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Our sponsor may not be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.29

30Subsequent 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 share price of our securities, which could cause you to lose some or all of your investment.

~~Our~~Even ~~directors~~if ~~may~~we ~~decide~~conduct due diligence on a target business with which we combine, this diligence may not tosurface ~~enforce~~all ~~the~~material ~~indemnification~~issues ~~obligations~~with a particular target business. In addition, factors outside of the target business and outside of our ~~sponsor~~control may later arise. As a result of these factors, ~~resulting~~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 aour ~~reduction~~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 ~~amount~~fact that we report charges of ~~funds~~this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the ~~trust~~value ~~account~~of ~~available~~their ~~for~~securities. ~~distribution~~Such holders are unlikely to ~~our~~have ~~public~~a ~~shareholders~~remedy for such reduction in value.

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

WeOur placing of funds in the trust account may not ~~have~~protect ~~sufficient~~those funds from third party claims against us. Although we will seek to ~~satisfy~~have ~~indemnification~~all vendors, service providers (excluding 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 ~~directors~~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 ~~executive~~will ~~officers~~only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

WeExamples ~~have~~of ~~agreed~~possible toinstances ~~indemnify~~where ~~our~~we ~~officers~~may ~~and~~engage a third party that ~~directors~~refuses to execute a waiver include the ~~fullest~~engagement ~~extent~~of ~~permitted~~a third party consultant whose particular expertise or skills are believed by ~~law~~management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. ~~However~~In addition, ~~our~~there ~~officers~~is ~~and~~no ~~directors~~guarantee ~~have~~that ~~agreed~~such entities will agree to waive any claims ~~right,~~they ~~title,~~may ~~interest or~~have ~~claim~~in ofthe ~~any~~future ~~kind~~as ina result of, or toarising out of, any ~~monies~~negotiations, incontracts ~~the~~or ~~trust~~agreements ~~account~~with us and towill not seek recourse against the trust account for any reason. ~~whatsoever~~Upon redemption of our public shares, if we have not consummated an initial business ~~(except~~combination towithin 24 months from the ~~extent~~closing ~~they~~of ~~are~~our ~~entitled~~initial public offering, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to ~~funds~~provide ~~from~~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 ~~their~~claims ~~ownership~~ of ~~public~~such ~~shares)~~creditors. ~~Accordingly~~Pursuant to that certain letter agreement among the company, ~~any~~the ~~indemnification~~sponsor and the company’s executive officers and directors, our sponsor has agreed ~~provided~~that it will be ~~able~~liable to beus ~~satisfied~~if and to the extent any claims by usa ~~only~~third ifparty (iexcluding our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have ~~sufficient~~discussed ~~funds~~entering ~~outside~~into ofa transaction agreement, reduce the amounts in the trust account orto below the lesser of (i) $10.00 per public share and (ii) we ~~consummate~~the actual amount per public anshare ~~initial~~held ~~business~~in ~~combination~~the trust account as of the date of the liquidation of the trust account if less than $10.00 ~~Our~~per ~~obligation~~public share due to ~~indemnify~~reductions in ~~our~~the ~~officers~~value ~~and~~of ~~directors~~the trust assets, in each case net of the interest that may ~~discourage~~be ~~shareholders~~withdrawn ~~from~~to ~~bringing~~pay aour ~~lawsuit~~tax obligations, provided that such ~~against~~liability ~~our~~will ~~officers~~not orapply ~~directors~~to ~~for~~any ~~breach~~claims ofby ~~their~~a ~~fiduciary~~third ~~duty.~~party ~~These~~or ~~provisions~~prospective ~~also~~target ~~may~~business ~~have~~who ~~the~~executed ~~effect~~a waiver of ~~reducing~~any ~~the~~and ~~likelihood~~all rights to seek access to the trust account nor will it apply to any claims under our indemnity of ~~derivative~~the ~~litigation~~underwriter ~~against~~of our ~~officers~~initial ~~and~~public ~~directors~~offering against certain liabilities, ~~even~~including ~~though~~liabilities ~~such~~under anthe ~~action,~~Securities ifAct. ~~successful~~Moreover, ~~might~~in ~~otherwise~~the ~~benefit~~event usthat ~~and~~an executed waiver is deemed ~~our~~to ~~shareholders.~~be ~~Furthermore,~~unenforceable against a ~~shareholder’s~~third ~~investment~~party, ~~may~~our besponsor ~~adversely~~will ~~affected~~not be responsible to the extent of any liability for such third party claims. However, we ~~pay~~have ~~the~~not ~~costs~~asked ofour ~~settlement~~sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and ~~damage~~we ~~awards~~believe ~~against~~that our sponsor’s only assets are securities of our company. Our sponsor may not be able to satisfy those obligations. None of our officers ~~and~~or directors ~~pursuant~~will toindemnify ~~these~~us ~~indemnification~~for ~~provisions~~claims by third parties including, without limitation, claims by vendors and prospective target businesses.

The securities in which we invest the proceeds held in the trust account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received by shareholders may be less than $10.00 per share.30

~~The~~Our ~~net~~directors ~~proceeds of our initial public offering and certain proceeds from the sale of the private placement warrants in the amount of $500,000,000~~ may ~~only~~decide be invested in direct U.S. Treasury obligations having a maturity of 185 days or less, or in certain money market funds which invest only in direct U.S. Treasury obligations. While short-term U.S. 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~~to ~~out~~enforce the ~~possibility~~indemnification ~~that it may in the future adopt similar policies in the United States.~~obligations ~~In the event~~ of ~~very low or negative yields, the amount of interest income (which we may withdraw to pay income taxes, if any) would be reduced. In the event that we are unable to complete~~ our ~~initial business combination~~sponsor, ~~our~~resulting ~~public shareholders are entitled to receive their pro-rata share of the proceeds held~~ in ~~the trust account, plus any interest income. If the balance of the trust account is reduced below $500,000,000 as~~ a ~~result~~reduction ofin ~~negative interest rates,~~ the amount of funds in the trust account available for distribution to our public shareholders ~~may be reduced below $10~~.~~00 per share.~~

31In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share.

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

~~If,~~We ~~after~~have weagreed ~~distribute~~to ~~the~~indemnify ~~proceeds~~our inofficers and directors to the fullest ~~trust~~extent ~~account~~permitted toby law. However, our ~~public~~officers ~~shareholders,~~and wedirectors ~~file~~have aagreed ~~bankruptcy~~to orwaive ~~winding-up petition~~any right, title, interest or anclaim ~~involuntary~~of ~~bankruptcy~~any orkind ~~winding-up petition~~in or isto ~~filed~~any ~~against~~monies usin ~~that~~the istrust account and to not ~~dismissed,~~seek ~~any~~recourse ~~distributions~~against ~~received~~the bytrust ~~shareholders~~account ~~could~~for beany ~~viewed~~reason ~~under~~whatsoever ~~applicable~~(except ~~debtor/creditor~~to the extent ~~and/or~~they ~~bankruptcy~~are orentitled ~~insolvency~~to ~~laws~~funds asfrom ~~either~~the atrust ~~“preferential~~account ~~transfer”~~due orto atheir ~~“fraudulent~~ownership ~~conveyance.”~~of Aspublic ashares). ~~result~~Accordingly, any indemnification provided awill ~~bankruptcy~~be orable ~~insolvency~~to ~~court~~be ~~could~~satisfied ~~seek~~by tous ~~recover~~only ~~some~~if or(i) we ~~all~~have ~~amounts~~sufficient ~~received~~funds byoutside ~~our~~of ~~shareholders~~the trust account or (ii) we consummate an initial business combination. InOur ~~addition,~~obligation to indemnify our ~~board~~officers ofand directors may bediscourage ~~viewed~~shareholders asfrom ~~having~~bringing ~~breached~~a ~~its~~lawsuit against our officers or directors for breach of their fiduciary duty. toThese ~~our~~provisions ~~creditors~~also ~~and/or~~may ~~having~~have ~~acted~~the ineffect ~~bad~~of ~~faith,~~reducing ~~thereby~~the ~~exposing~~likelihood of ~~itself~~derivative litigation against our officers and ~~us to~~directors, ~~claims~~even ofthough ~~punitive~~such ~~damages~~an action, byif ~~paying~~successful, ~~public~~might otherwise benefit us and our shareholders. ~~from~~Furthermore, ~~the~~a ~~trust~~shareholder’s ~~account~~investment ~~prior~~may be adversely affected to ~~addressing~~the extent we pay the ~~claims~~costs of ~~creditors~~settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

~~If,~~The ~~before~~securities ~~distributing~~in which we invest the proceeds held in the trust account ~~to our~~could ~~public~~bear ~~shareholders, we file~~ a ~~bankruptcy~~negative orrate ~~winding-up~~of ~~petition~~interest, orwhich ancould ~~involuntary~~reduce ~~bankruptcy~~the orinterest ~~winding-up~~income ~~petition~~available isfor ~~filed~~payment ~~against us~~of ~~that~~taxes isor ~~not~~reduce ~~dismissed,~~ the ~~claims~~ value of ~~creditors~~the inassets ~~such~~held ~~proceeding~~in ~~may~~trust ~~have~~such ~~priority~~that ~~over~~ the ~~claims~~per ofshare ~~our~~redemption ~~shareholders and the per-share~~ amount ~~that would otherwise be~~ received by ~~our~~ shareholders inmay ~~connection~~be ~~with~~less ~~our~~than ~~liquidation~~$10.00 ~~may~~per ~~be reduced~~share.

~~If,~~The ~~before~~net ~~distributing~~proceeds ~~the~~of our initial public offering and certain proceeds from inthe sale of the ~~trust~~ ~~account~~private toplacement ~~our~~warrants ~~public~~in ~~shareholders~~the amount of $500,000,000 wemay ~~file~~only be invested in direct U.S. Treasury obligations having a ~~bankruptcy~~maturity orof ~~winding-up~~185 ~~petition~~days or anless, ~~involuntary~~or ~~bankruptcy~~in orcertain ~~winding~~money market funds which invest only in direct U.S. Treasury obligations. While short-upterm ~~petition is~~U.S. ~~filed~~Treasury ~~against~~obligations uscurrently ~~that~~yield isa ~~not~~positive ~~dismissed~~rate of interest, ~~the~~they ~~proceeds~~have ~~held~~briefly yielded negative interest rates in ~~the~~recent ~~trust~~years. ~~account~~Central ~~could~~banks bein ~~subject~~Europe toand ~~applicable~~Japan ~~bankruptcy~~pursued orinterest ~~winding-up law~~rates below zero in recent years, and ~~may~~the beOpen ~~included~~Market inCommittee ~~our~~of the ~~bankruptcy~~Federal orReserve ~~insolvency~~has ~~estate~~not ~~and~~ruled ~~subject~~out tothe possibility that it may in the ~~claims~~future adopt similar policies in the United States. In the event of ~~third~~very ~~parties~~low ~~with~~or ~~priority~~negative ~~over~~yields, the ~~claims~~amount of interest income (which we may withdraw to pay income taxes, if any) would be reduced. In the event that we are unable to complete our initial business combination, our public shareholders. Toare entitled to receive their pro-rata share of the ~~extent~~proceeds held in the trust account, plus any ~~bankruptcy~~interest orincome. ~~insolvency~~If ~~claims~~the ~~deplete~~balance of the trust account is reduced below $500,000,000 as a result of negative interest rates, the ~~per-share~~ amount ~~that~~of ~~would~~funds ~~otherwise be~~in ~~received~~the bytrust ~~our~~account ~~shareholders~~available infor ~~connection~~distribution ~~with~~to our ~~liquidation~~public shareholders may be reduced below $10.00 per share.

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.31

If, after we ~~are~~distribute ~~deemed~~the proceeds in the trust account to our bepublic shareholders, we file a bankruptcy or winding-up petition or an ~~investment~~involuntary ~~company~~bankruptcy or winding-up petition is filed against ~~under~~us ~~the~~that ~~Investment~~is ~~Company~~not ~~Act~~dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our ~~activities~~board of directors may be ~~restricted~~viewed as having breached their fiduciary duties to our creditors, ~~including:~~thereby exposing the members of our board of directors and us to claims of punitive damages.

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

●If, ~~restrictions~~before ondistributing the ~~issuance~~proceeds ofin ~~securities~~the trust account to our public shareholders, ~~each~~we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of ~~which~~creditors in such proceeding may ~~make~~have itpriority ~~difficult~~over ~~for~~the usclaims toof ~~complete~~our shareholders and the per-share amount that would otherwise be received by our ~~initial~~shareholders ~~business~~in ~~combination~~connection with our liquidation may be reduced.

InIf, ~~addition~~before distributing the proceeds in the trust account to our public shareholders, we ~~may~~file ~~have~~a ~~imposed~~bankruptcy ~~upon~~or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us ~~burdensome~~that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or winding-up law, and ~~requirements~~may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the trust account, ~~including:~~the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

●If ~~registration~~we asare deemed to be an investment company ~~with~~under the ~~SEC;~~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 ~~adoption~~we ofare adeemed ~~specific~~to ~~form~~be ofan ~~corporate~~investment ~~structure;~~company ~~and~~under the Investment Company Act, our activities may be restricted, including:

● ~~reporting,~~restrictions ~~record~~on ~~keeping,~~the ~~voting,~~nature ~~proxy~~of ~~and~~our ~~disclosure~~investments; ~~requirements~~ and ~~other rules and regulations that we are currently not subject to.~~

32● restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

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

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

~~Changes~~● inadoption ~~laws~~of ~~or regulations, or~~ a ~~failure~~specific toform ~~comply~~of ~~with~~corporate ~~any laws~~structure; and ~~regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.~~

We● ~~are~~reporting, ~~subject~~record ~~to laws and regulations enacted by national~~keeping, ~~regional and local governments. In particular~~voting, weproxy ~~are required to comply with certain SEC~~ and ~~other~~disclosure ~~legal~~ requirements. ~~Compliance with,~~ and ~~monitoring~~other ~~of,~~rules ~~applicable laws~~ and regulations ~~may~~that bewe ~~difficult,~~are ~~time~~currently ~~consuming~~not ~~and~~subject ~~costly. Those laws and regulations and their interpretation and application may also change from time~~ to ~~time and those changes could have a material adverse effect on our business, investments and results of operations~~. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

3332

IfIn order not to be regulated as an investment company under the Investment Company Act, unless we docan ~~not~~qualify ~~consummate~~for an ~~initial~~exclusion, we must ensure that we are engaged primarily in a business ~~combination~~other ~~within~~than investing, 24reinvesting ~~months~~or ~~from~~trading ~~the~~of ~~closing~~securities ofand that our ~~initial~~activities ~~public~~do ~~offering~~not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our ~~public~~assets ~~shareholders~~(exclusive ~~may~~of beU.S. ~~forced~~government securities and cash items) on an unconsolidated basis. Our business is to ~~wait~~identify ~~beyond~~and ~~such~~complete 24a ~~months~~business ~~before~~combination and thereafter to operate the post-business combination business ~~redemption~~or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from ~~our~~their ~~trust~~resale. ~~account~~We do not plan to buy unrelated businesses or assets or to be a passive investor.

IfWe we do not ~~consummate~~believe anthat ~~initial~~our ~~business combination~~anticipated ~~within~~principal ~~24 months~~activities ~~from~~will subject us to the ~~closing~~Investment ofCompany ~~our~~Act. ~~initial~~To ~~public~~this ~~offering~~end, the proceeds ~~then~~held ~~on deposit~~ in the trust account~~, including~~ ~~interest~~may ~~earned~~only onbe ~~the~~invested ~~funds~~in ~~held~~United States in“government securities” within the ~~trust~~meaning ~~account~~of ~~and~~Section 2(a)(16) ~~not~~of ~~previously~~the ~~released~~Investment toCompany usAct tohaving ~~pay~~a ~~our~~maturity ~~income~~of ~~taxes,~~185 days ifor ~~any (~~less upor toin ~~$100,000~~money ofmarket ~~interest~~funds tomeeting ~~pay~~certain ~~dissolution~~conditions ~~expenses),~~under ~~will~~Rule 2a-7 promulgated beunder ~~used to fund~~ the ~~redemption~~Investment ofCompany ~~our~~Act ~~public~~which ~~shares,~~invest only asin ~~further~~direct ~~described herein~~U.S. ~~Any~~government ~~redemption~~treasury ofobligations. ~~public~~Pursuant ~~shareholders~~to ~~from~~ the trust ~~account~~agreement, ~~will~~the betrustee ~~effected~~is ~~automatically~~not bypermitted ~~function~~to ofinvest ~~our~~in ~~amended~~other securities ~~and~~or ~~restated memorandum~~assets. ~~and~~By ~~articles~~restricting the investment of ~~association~~the ~~prior~~proceeds to ~~any~~these ~~voluntary~~instruments, ~~winding~~and ~~up.~~by Ifhaving wea ~~are~~business ~~required~~plan totargeted ~~wind~~at ~~up,~~acquiring and ~~liquidate~~growing ~~the~~businesses ~~trust~~for ~~account~~the ~~and distribute~~long ~~such~~term ~~amount~~(rather ~~therein,~~than ~~pro~~on ~~rata,~~buying toand ~~our~~selling ~~public~~businesses ~~shareholders,~~in asthe ~~part~~manner of ~~any~~a ~~liquidation~~merchant ~~process,~~bank ~~such~~or ~~winding~~private upequity fund), ~~liquidation and~~we ~~distribution~~intend ~~must~~to ~~comply~~avoid ~~with~~being ~~the~~deemed ~~applicable~~an ~~provisions~~“investment company” within the meaning of the ~~Companies~~Investment Company Act. InThe ~~that~~trust account ~~case,~~is ~~investors~~intended ~~may~~as bea ~~forced~~holding place for funds pending the earliest to ~~wait~~occur ~~beyond 24 months~~of ~~from~~either: (i) the ~~closing~~completion of our initial ~~public~~business combination; ~~offering before~~ (ii) the redemption ~~proceeds~~ of ~~our~~any ~~trust~~public ~~account~~shares ~~become~~properly ~~available~~tendered ~~to them,~~in ~~and~~connection ~~they~~with ~~receive~~a ~~the~~shareholder ~~return~~vote ofto ~~their~~amend ~~pro~~our ~~rata~~amended and ~~portion~~restated memorandum and articles of ~~the~~association ~~proceeds~~(A) to ~~from~~modify ~~our~~the ~~trust~~substance ~~account.~~or Wetiming ~~have~~of noour obligation to ~~return~~provide ~~funds~~holders of toour ~~investors~~Class A ~~prior~~ordinary toshares the ~~date~~right ofto have their shares redeemed in connection with our ~~redemption~~initial business combination or ~~liquidation~~to ~~unless,~~redeem 100% ~~prior~~of ~~thereto,~~our public shares if we ~~consummate~~do not complete our initial business combination or ~~amend~~within ~~certain~~24 months ~~provisions~~from the closing of our ~~amended~~initial public ~~and~~offering ~~restated~~or ~~memorandum~~(B) with ~~and~~respect ~~articles~~to ofany ~~association,~~other ~~and~~provision ~~only~~relating ~~then~~to inthe ~~cases~~rights ~~where~~of ~~investors have~~holders ~~sought~~of toour ~~redeem their~~ Class A ordinary shares. or ~~Only~~pre-initial business ~~upon~~combination ~~our~~activity, ~~redemption~~and or(iii) the ~~any~~redemption ~~liquidation~~of ~~will~~our public ~~shareholders~~shares beif ~~entitled~~we have not consummated an initial tobusiness ~~distributions~~within if24 months wefrom dothe ~~not~~closing ~~complete~~of our initial ~~business~~public ~~combination~~offering, subject to applicable law and as further described herein. If we do not ~~amend~~invest ~~certain~~the ~~provisions~~proceeds ofas ~~our~~discussed ~~amended~~above, ~~and~~we ~~restated memorandum~~may ~~and~~be ~~articles~~deemed ofto ~~association~~be subject to the Investment Company Act. ~~Our~~If ~~amended~~we ~~and~~were ~~restated~~deemed ~~memorandum~~to be ~~and~~subject ~~articles~~to ofthe ~~association~~Investment ~~provides~~Company ~~that~~Act, ifcompliance wewith ~~wind~~these upadditional regulatory burdens would require additional expenses for which ~~any~~we ~~other~~have ~~reason~~not ~~prior~~allotted tofunds ~~the~~and ~~consummation~~may ofhinder our ~~initial~~ability to complete a business combination,. If we ~~will~~do ~~follow~~not ~~the~~complete ~~foregoing~~our ~~procedures~~initial ~~with~~business ~~respect to~~combination within the ~~liquidation~~required oftime ~~the~~period, ~~trust~~our ~~account~~public asshareholders ~~promptly~~may asreceive ~~reasonably~~only ~~possible~~approximately ~~but~~$10.00 ~~not~~per ~~more~~public ~~than~~share, ~~ten~~or ~~business~~less ~~days~~in ~~thereafter~~certain circumstances, on ~~subject~~the toliquidation ~~applicable Cayman~~of ~~Islands~~our ~~law~~trust account and our warrants will expire worthless.

~~Our~~Changes ~~shareholders~~in ~~may~~laws beor ~~held~~regulations, ~~liable~~or ~~for~~a ~~claims~~failure byto ~~third~~comply ~~parties~~with any ~~against~~laws usand toregulations, ~~the~~may ~~extent~~adversely ofaffect ~~distributions~~our ~~received~~business, byincluding ~~them~~our ~~upon~~ability ~~redemption~~to ofnegotiate ~~their~~and ~~shares~~complete our initial business combination, and results of operations.

IfWe we are ~~forced~~subject to ~~enter~~laws ~~into~~and anregulations ~~insolvent liquidation,~~enacted ~~any distributions received~~ by ~~shareholders~~national, ~~could be viewed as an unlawful payment if it was proved that immediately following~~regional ~~the~~and ~~date~~local ongovernments. ~~which~~In ~~the distribution was made~~particular, we ~~were~~are ~~unable~~required to ~~pay~~comply ~~our~~with ~~debts~~certain asSEC ~~they~~and ~~fall~~other ~~due~~legal inrequirements. ~~the~~Compliance ~~ordinary~~with, ~~course~~and ~~of business. As a~~monitoring ~~result~~of, aapplicable ~~liquidator~~laws ~~could~~and ~~seek~~regulations tomay ~~recover~~be ~~some~~difficult, ortime ~~all~~consuming ~~amounts~~and ~~received~~costly. byThose ~~our~~laws ~~shareholders.~~and ~~Furthermore,~~regulations ~~our~~and ~~directors~~their ~~may~~interpretation ~~be viewed~~and asapplication ~~having~~may ~~breached~~also ~~their~~change ~~fiduciary~~from ~~duties~~time to ustime orand ~~our~~those ~~creditors~~changes ~~and/or~~could ~~may~~ have ~~acted~~a inmaterial ~~bad~~adverse ~~faith,~~effect ~~thereby~~on ~~exposing themselves and~~ our ~~company~~ ~~to claims~~business, byinvestments ~~paying~~and results ~~public shareholders from the trust account prior to addressing the claims~~ of ~~creditors~~operations. ~~Claims~~In ~~may~~addition, bea ~~brought against~~failure usto ~~for~~comply ~~these~~with ~~reasons.~~applicable Welaws ~~and~~or ~~our~~regulations, ~~directors~~as ~~and~~interpreted ~~officers who knowingly~~ and ~~willfully~~applied, ~~authorized~~could orhave ~~permitted any distribution to~~a bematerial ~~paid~~adverse ~~out~~effect ofon our ~~share~~business, ~~premium~~including ~~account~~our ~~while~~ability weto ~~were~~negotiate ~~unable~~and tocomplete ~~pay~~ our ~~debts~~initial ~~as they fall due in the ordinary course of~~ business ~~would be~~combination, ~~guilty of an offence~~ and ~~may be liable for a fine~~ results of ~~$18,292~~operations.~~68 and imprisonment for five years in the Cayman Islands.~~

~~We may not hold an annual general meeting until after the consummation of our initial business combination.~~33

InIf ~~accordance with Nasdaq corporate governance requirements,~~ we ~~are~~do not ~~required~~consummate ~~to hold~~ an ~~annual~~initial ~~general~~business ~~meeting~~combination ~~until no later than one year after our first fiscal year end following~~within ~~our~~24 ~~listing~~months onfrom ~~Nasdaq. As an exempted company, there is no requirement under~~ the ~~Companies~~closing ~~Act~~of ~~for~~our usinitial topublic ~~hold annual or general meetings to appoint directors. Until we hold an annual general meeting~~offering, our public shareholders may ~~not~~ be ~~afforded~~forced ~~the opportunity~~ to ~~appoint~~wait ~~directors and~~beyond tosuch ~~discuss~~24 ~~company~~months ~~affairs with management. Our board of directors is divided into three classes with only one class of directors~~before ~~being~~redemption ~~elected~~from ~~in each year and each class (except for those directors appointed prior to~~ our ~~first~~trust ~~annual general meeting) serving a three-year term~~account.

~~Holders~~If we do not consummate an initial business combination within 24 months from the closing of our initial public offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 24 months from the closing of our initial public offering before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will ~~not~~public shareholders be entitled to ~~vote~~distributions onif ~~any~~we ~~appointment~~do not complete our initial business combination and do not amend certain provisions of ~~directors~~our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association provides that, if we ~~hold~~wind up for any other reason prior to the ~~completion~~consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

~~Prior~~Our toshareholders ~~the~~may ~~completion~~be ofheld ~~our~~liable ~~initial~~for ~~business combination,~~claims ~~only~~by ~~holders~~third ~~of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares~~parties ~~will~~against ~~not~~us ~~be entitled~~ to ~~vote on~~ the ~~appointment~~extent of ~~directors~~distributions ~~during~~received ~~such~~by ~~time.~~them Inupon ~~addition,~~redemption ~~prior to the completion~~ of antheir ~~initial business combination, holders of a majority of our founder~~ shares ~~may remove a member of the board of directors for any reason~~. ~~Accordingly, you may not have any say in the management of our company prior to the consummation of an initial business combination.~~

34If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. Claims may be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,292.68 and imprisonment for five years in the Cayman Islands.

We ~~did~~may not ~~register~~hold ~~the~~an ~~Class~~annual Ageneral ~~ordinary~~meeting ~~shares~~until ~~issuable~~after ~~upon exercise of~~ the ~~warrants under the Securities Act or any state securities laws at the time~~ consummation of our initial ~~public~~business ~~offering, and we are not registering such securities at this time~~combination. Furthermore, such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing such warrants to expire worthless.

WeIn did not register the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at the time of the initial public offering, and we are not registering such securities at this time. However, under the terms of the warrant agreement, we have agreed to use our commercially reasonable efforts to file a registration statement under the Securities Act covering such shares and to maintain the effectiveness of such registration statement and a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration or redemption of the warrants in accordance with ~~the~~Nasdaq ~~provisions~~corporate ofgovernance ~~the warrant agreement. We may not able to do so if~~requirements, ~~for~~we 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, we will be~~ required to ~~permit~~hold ~~holders~~an toannual ~~exercise~~general ~~their~~meeting ~~warrants~~until onno alater ~~cashless~~than ~~basis,~~one inyear ~~which~~after ~~case,~~our ~~the~~first ~~number~~fiscal ofyear ~~Class A~~end ~~ordinary shares~~following ~~that~~our ~~you~~listing ~~will receive upon cashless exercise will be based~~ on ~~a formula subject to a maximum amount of shares equal to 0~~Nasdaq.~~361 Class A~~ ~~ordinary~~As ~~shares~~an ~~per~~exempted ~~warrant (subject to adjustment). However~~company, nothere 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~~no orrequirement ~~qualified~~ under the ~~securities~~Companies laws of the state of the exercising holder, unless an exemption 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, wefor ~~may,~~us ~~at our option, require holders of public warrants who exercise their warrants~~ to dohold soannual onor ageneral ~~“cashless~~meetings ~~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~~appoint ~~or maintain in effect a registration~~directors. ~~statement,~~Until ~~but~~ we ~~will~~hold ~~use our reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent~~ an ~~exemption~~annual isgeneral ~~not available. In no event will we be required to net cash settle any warrant~~meeting, orpublic ~~issue~~shareholders ~~securities~~may 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 the Securities Act or applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not sobe ~~registered~~afforded ~~or qualified or exempt from registration or qualification,~~ the ~~holder~~opportunity ~~of such warrant will not be entitled~~ to ~~exercise~~appoint ~~such~~directors ~~warrant~~ and ~~such~~to ~~warrant may~~discuss ~~have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid~~company ~~the~~affairs ~~full~~with ~~unit purchase price solely for the Class A ordinary shares included in the units~~management. ~~There~~Our ~~may~~board ~~be a circumstance where an exemption from registration exists for holders~~ of ~~our~~directors ~~private~~is ~~placement~~divided ~~warrants~~into tothree ~~exercise~~classes ~~their~~with ~~warrants~~only ~~while~~one aclass ~~corresponding exemption does not exist for holders~~ of ~~the~~directors ~~warrants~~being ~~included~~elected ~~as part of units sold~~ in ~~our~~each ~~initial public offering. In such an instance, our sponsor~~year and ~~its~~each ~~transferees~~class (~~which~~except ~~may~~for ~~include~~those ~~our~~directors ~~management~~appointed ~~team)~~prior ~~would be able~~ to ~~exercise their warrants and sell the ordinary shares underlying their warrants while holders of~~ our ~~public~~first ~~warrants~~annual ~~would~~general ~~not~~meeting) beserving ~~able~~a ~~to exercise their warrants and sell the underlying ordinary shares~~three-year term. 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.

~~The~~Holders ~~warrants~~of ~~may~~Class A ~~become~~ordinary ~~exercisable~~shares ~~and~~will ~~redeemable~~not ~~for~~be ~~a security~~entitled ~~other~~to ~~than~~vote ~~the~~on ~~Class A~~any ~~ordinary~~appointment ~~shares,~~of ~~and~~directors ~~you~~we ~~will~~hold ~~not~~prior ~~have~~to ~~any~~the ~~information~~completion ~~regarding~~of ~~such~~our ~~other~~initial ~~security~~business ~~at this time~~combination.

InPrior ~~certain~~to ~~situations, including if we are not~~ the ~~surviving~~completion ~~entity~~of in our initial business combination, ~~the~~only ~~warrants~~holders of ~~may~~our ~~become~~founder ~~exercisable~~shares ~~for~~will ahave ~~security~~the ~~other~~right ~~than~~to ~~the~~vote ~~Class A ordinary~~on ~~shares.~~the Asappointment aof ~~result,~~directors. ifHolders ~~the~~of ~~surviving~~our ~~company~~public ~~redeems~~shares ~~your~~will ~~warrants~~not ~~for~~be ~~securities~~entitled ~~pursuant~~ to vote on the ~~warrant~~appointment ~~agreement,~~of ~~you~~directors ~~may receive~~during asuch ~~security~~time. inIn aaddition, ~~company~~prior ofto ~~which~~the ~~you~~completion doof ~~not~~an ~~have~~initial ~~information~~business atcombination, ~~this~~holders of ~~time.~~a ~~Pursuant~~majority toof ~~the~~our ~~warrant~~founder ~~agreement,~~shares ~~the~~may ~~surviving~~remove ~~company will~~a bemember ~~required~~of tothe ~~use~~board ~~commercially~~of ~~reasonable~~directors ~~efforts~~for toany ~~register~~reason. ~~the~~Accordingly, ~~issuance~~you ofmay ~~the~~not ~~security~~have ~~underlying~~any say in the ~~warrants~~management ~~within~~of ~~twenty business~~our ~~days~~company ofprior to the ~~closing~~consummation of an initial business combination.

Our warrants and units committed to be issued in connection with the forward purchase agreement are accounted for as a derivative liability and are recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination.34

We ~~account~~did ~~for~~not ~~our~~register ~~warrants and~~ the ~~units~~Class ~~committed to~~A beordinary ~~issued~~shares inissuable ~~connection~~upon exercise ~~with~~of the ~~forward~~warrants ~~purchase~~under ~~agreement~~the asSecurities aAct ~~derivative~~or ~~liability~~any ~~and~~state ~~will~~securities ~~record~~laws ~~them~~ at ~~fair~~the ~~value~~time ~~upon~~of ~~issuance with~~our ~~any~~initial ~~changes~~public inoffering, ~~fair~~and ~~value~~we ~~each period reported in earnings as determined by us based upon a valuation report obtained from an independent~~are ~~third~~not ~~party~~registering ~~valuation~~such ~~firm.~~securities ~~The~~at ~~impact~~this ~~of changes in fair value on earnings may have an adverse effect on the market price of our Class A ordinary shares~~time. ~~In addition~~Furthermore, ~~potential~~such ~~targets~~registration may ~~seek a SPAC that does~~ not ~~have~~be ~~warrants~~in orplace ~~units~~when ~~that~~an ~~are~~investor ~~accounted~~desires ~~for~~to ~~as a derivative~~exercise ~~liability~~warrants, ~~which~~thus ~~may~~precluding ~~make~~such itinvestor ~~more~~from ~~difficult~~being ~~for~~able us to ~~consummate~~exercise anits ~~initial~~warrants ~~business~~and ~~combination~~causing ~~with~~such awarrants ~~target~~to ~~business~~expire worthless.

~~Our~~We did not register the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at the time of the initial public offering, and we are not ~~accounted~~registering ~~for~~such assecurities at this time. However, under the terms of the warrant agreement, we have agreed to use our commercially reasonable efforts to file a ~~derivative~~registration ~~liability~~statement under the Securities Act covering such shares and to maintain the effectiveness of such registration statement and a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. We may not 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 ~~recorded~~not atcurrent, ~~fair~~complete ~~value~~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, 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, unless an exemption 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 ~~changes~~Section 3(a)(9) of the Securities Act and, in ~~fair~~the ~~value~~event ~~each~~we ~~period~~so ~~reported~~elect, we will not be required to file or maintain in ~~earnings~~effect a registration statement, ~~which~~but we will use our reasonable best 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 the Securities Act or applicable state securities laws. 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 will not be entitled to exercise such warrant and such warrant may have anno ~~adverse~~value ~~effect~~and expire onworthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the ~~market~~full unit purchase price solely offor ~~our~~the Class A ordinary shares orincluded in the units. There may ~~make~~be ita ~~more~~circumstance ~~difficult~~where an exemption from registration exists for usholders of our private placement warrants to ~~consummate~~exercise antheir warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold in our initial ~~business~~public ~~combination~~offering. In such an instance, our sponsor and its transferees (which may include our management team) 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 securities for sale under all applicable state securities laws.

WeThe ~~account for our~~ warrants asmay abecome ~~derivative~~exercisable ~~liability~~ and ~~will~~redeemable ~~record~~for ~~them at fair value upon issuance with any changes in fair value each period reported in earnings as determined by us based upon~~ a ~~valuation report obtained from an independent third party valuation firm. The impact of changes in fair value on earnings may have~~security another ~~adverse~~than ~~effect on~~ the ~~market price of our~~ Class A ordinary shares~~. In addition~~, ~~potential~~and ~~targets~~you ~~may~~will ~~seek a SPAC that does~~ not have ~~warrants~~ ~~that~~any ~~are~~information ~~accounted~~regarding ~~for~~such asother asecurity ~~derivative~~at ~~liability,~~this ~~which may make it more difficult for us to consummate an initial Business Combination with a target business~~time.

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

~~The~~Our ~~grant~~warrants ofand ~~registration~~units ~~rights~~committed to ~~our~~be ~~initial~~issued ~~shareholders, holders~~in ofconnection ~~our~~with the ~~private~~forward ~~placement~~purchase ~~warrants~~agreement ~~and~~are ~~the~~accounted ~~purchaser~~for ofas ~~the~~a ~~forward~~derivative ~~purchase~~liability ~~units~~and ~~may~~are ~~make~~recorded itat ~~more~~fair ~~difficult~~value toupon ~~complete~~issuance ~~our~~with ~~initial~~changes in ~~business~~fair ~~combination,~~value ~~and~~each ~~the~~period ~~future~~reported ~~exercise~~in ofearnings, ~~such~~which ~~rights~~ may ~~adversely~~have ~~affect~~an adverse effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination.

We ~~Pursuant~~account tofor ~~the registration and shareholder rights agreement,~~ our ~~initial shareholders, and their permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, the private placement~~ warrants and the ~~Class A~~units ~~ordinary~~committed ~~shares~~to ~~issuable upon exercise of the private placement warrants, and warrants that may~~ be issued ~~upon conversion of working capital loans and the Class A ordinary~~in ~~shares~~connection ~~issuable~~with ~~upon conversion of such warrants. Further, pursuant to~~ the forward purchase agreement, weas ~~have agreed to use our reasonable best efforts (i) to file within 30 days after the closing of the initial business combination~~ a ~~registration~~derivative ~~statement~~liability ~~for a secondary offering of the forward purchase shares~~ and ~~the~~will ~~forward~~record ~~purchase~~them ~~warrants~~at ~~(and~~fair ~~underlying~~value ~~Class A~~upon ~~ordinary~~issuance ~~shares),~~with ~~(ii) to~~any changes ~~cause~~in ~~such~~fair ~~registration~~value ~~statement~~each toperiod bereported ~~declared effective promptly thereafter but~~ in noearnings ~~event~~as ~~later~~determined ~~than~~by ~~60 days~~us ~~after~~based ~~the~~upon ~~initial filing,~~a ~~and~~valuation ~~(iii) to~~report ~~maintain~~obtained ~~the~~from ~~effectiveness~~an ofindependent ~~such~~third ~~registration statement until the earliest of (A) the date on which the~~party ~~holders~~valuation of the forward purchase securities or their assignees cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act. After such registration statement is declared effective, the holders of the forward purchase securities may cause us to conduct firm ~~commitment underwritten offerings, subject to certain limitations~~. In addition, the forward purchase agreement provides for certain “piggy-back” registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by us. We will bear the cost of registering these securities. The ~~registration~~impact ~~and availability~~ of ~~such~~changes ~~a significant number of securities for trading~~ in ~~the~~fair ~~public~~value ~~market~~on earnings may have an adverse effect on the market price of our Class A ordinary shares. In addition, ~~the existence~~potential oftargets ~~the~~may ~~registration~~seek ~~rights~~a ~~may~~SPAC ~~make~~that ~~our~~does ~~initial~~not ~~business~~have ~~combination~~warrants ~~more~~or ~~costly~~units orthat ~~difficult~~are toaccounted ~~conclude.~~for ~~This~~as isa ~~because~~derivative ~~the~~liability, ~~shareholders~~which ~~of the target business~~ may ~~increase~~make ~~the~~it ~~equity~~more ~~stake~~difficult ~~they seek in the combined entity or ask~~ for ~~more~~us ~~cash consideration~~ to ~~offset~~consummate ~~the~~an ~~negative impact on the market price of our securities that is expected when the securities owned by our~~ initial ~~shareholders or~~business ~~their~~combination ~~permitted~~with ~~transferees~~a ~~are~~target ~~registered for resale~~business.

~~Because~~Our wewarrants are ~~neither~~accounted ~~limited~~for toas ~~evaluating~~ a ~~target~~derivative ~~business~~liability and inare arecorded ~~particular~~at ~~industry~~fair ~~sector~~value ~~nor~~upon ~~have~~issuance wewith ~~selected~~changes ~~any~~in ~~specific~~fair ~~target~~value ~~businesses~~each ~~with~~period ~~which~~reported toin ~~pursue~~earnings, ~~our~~which ~~initial~~may ~~business~~have ~~combination,~~an adverse effect ~~you~~on ~~will~~the bemarket ~~unable~~price toof ~~ascertain~~our ~~the~~Class ~~merits~~A ordinary shares or ~~risks~~may ofmake ~~any~~it ~~particular~~more ~~target~~difficult for us to consummate an initial business’s ~~operations~~combination.

We ~~may~~account ~~pursue~~for ~~business~~our ~~combination~~warrants ~~opportunities in~~as ~~any~~a ~~sector,~~derivative ~~except~~liability ~~that~~and we will ~~not, under our amended and restated memorandum and articles of association, be permitted to effectuate~~record ~~our~~them ~~initial~~at ~~business~~fair ~~combination~~value ~~with~~upon ~~another~~issuance ~~blank check company or similar company~~ with ~~nominal~~any ~~operations.~~changes ~~Because~~in wefair ~~have~~value ~~not~~each ~~yet selected~~period orreported ~~approached~~in ~~any~~earnings ~~specific~~as ~~target~~determined ~~business~~by ~~with~~us ~~respect~~based toupon a ~~business combination, there is no basis to evaluate the possible~~valuation ~~merits~~report orobtained ~~risks~~from ofan ~~any~~independent ~~particular~~third ~~target~~party ~~business’s~~valuation ~~operations, results of operations, cash flows, liquidity, financial condition or prospects~~firm. ToThe ~~the~~impact ~~extent~~of wechanges ~~complete~~in ~~our~~fair ~~initial~~value ~~business~~on ~~combination,~~earnings we may behave ~~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~~adverse ~~lacking an established~~effect ~~record~~on ~~of sales or earnings, we may be affected by~~ the ~~risks~~market ~~inherent~~price ~~in the business and operations~~ of aour ~~financially~~Class ~~unstable~~A orordinary ~~a development stage entity~~shares. ~~Although~~In ~~our~~addition, ~~officers~~potential ~~and~~targets ~~directors~~may ~~will~~seek ~~endeavor to evaluate the risks inherent in~~ a ~~particular~~SPAC ~~target~~that ~~business,~~does ~~we may~~ not ~~properly~~have ~~ascertain~~warrants ~~or assess all of the significant risk factors or~~ that weare accounted ~~will~~for ~~have~~as ~~adequate~~a ~~time~~derivative ~~to complete due diligence. Furthermore~~liability, ~~some~~ ofwhich ~~these risks~~ may bemake ~~outside~~it ofmore ~~our~~difficult ~~control~~for ~~and leave~~ us ~~with no ability~~ to ~~control~~consummate oran ~~reduce~~initial ~~the~~Business ~~chances~~Combination ~~that~~with ~~those risks will adversely impact~~ a ~~target business. An investment in our units may not ultimately prove to be more favorable to investors than a direct~~ ~~investment, if such opportunity were available, in a business combination~~ target. ~~Accordingly, any holders who choose to retain their securities following our initial~~ business ~~combination could suffer a reduction in the value of their securities~~. ~~Such holders are unlikely to have a remedy for such reduction in value.~~

~~We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.~~35

The Wegrant ~~will consider a business combination outside~~ of ~~our~~registration ~~management’s~~rights ~~area of expertise if a business combination target is presented~~ to usour ~~and~~initial ~~we determine that such candidate offers~~shareholders, anholders ~~attractive~~of ~~acquisition opportunity for~~ our ~~company.~~private ~~Although~~placement ~~our~~warrants ~~management~~and ~~will endeavor to evaluate~~ the ~~risks~~purchaser ~~inherent in any particular business combination target, we may not adequately ascertain or assess all~~ of the ~~significant~~forward ~~risk~~purchase ~~factors. We also cannot assure you that an investment in our~~ units ~~will~~may ~~not~~make ~~ultimately~~it ~~prove~~more todifficult ~~be less favorable~~ to ~~investors~~complete ~~than~~our ~~a direct investment, if an opportunity~~initial ~~were available, in a~~ business combination ~~target. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise~~, ~~our management’s expertise may not be directly applicable to its evaluation or operation,~~ and the ~~information~~future ~~contained in~~exercise ~~this Report regarding the areas~~ of ~~our~~such ~~management’s~~rights ~~expertise~~may ~~would~~adversely ~~not~~affect ~~be relevant to an understanding of~~ the ~~business~~market ~~that we~~price ~~elect to acquire. As a result, our management may not be able to adequately ascertain or assess all~~ of ~~the significant risk factors. Accordingly, any holders who choose to retain their securities following~~ our ~~initial~~Class A ~~business~~ordinary ~~combination could suffer a reduction in the value of their securities~~shares. ~~Such holders are unlikely to have a remedy for such reduction in value.~~

36Pursuant to the registration and shareholder rights agreement, our initial shareholders, and their permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion of working capital loans and the Class A ordinary shares issuable upon conversion of such warrants. Further, pursuant to the forward purchase agreement, we have agreed to use our reasonable best efforts (i) to file within 30 days after the closing of the initial business combination a registration statement for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than 60 days after the initial filing, and (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the holders of the forward purchase securities or their assignees cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act. After such registration statement is declared effective, the holders of the forward purchase securities may cause us to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the forward purchase agreement provides for certain “piggy-back” registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by us. 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 securities that is expected when the securities owned by our initial shareholders or their permitted transferees are registered for resale.

~~Although~~Because we ~~have identified general criteria that we believe~~ are ~~important~~neither inlimited to evaluating ~~prospective~~a target ~~businesses, we may enter into our initial~~ business in ~~combination with~~ a ~~target~~particular ~~that~~industry ~~does not~~sector ~~meet~~nor ~~such~~have ~~criteria,~~we ~~and~~selected asany aspecific ~~result, the~~ target ~~business~~businesses with which weto ~~enter~~pursue ~~into~~ our initial business combination, you ~~may~~will ~~not~~be ~~have~~unable ~~attributes entirely~~to ~~consistent~~ascertain ~~with~~the ~~our~~merits ~~general~~or ~~criteria~~risks of any particular target business’s operations.

~~Although~~We wemay ~~have~~pursue ~~identified~~business ~~general~~combination ~~criteria~~opportunities ~~for~~in any sector, except ~~evaluating~~that ~~prospective~~we ~~target~~will ~~businesses~~not, itunder isour ~~possible~~amended ~~that~~and arestated ~~target~~memorandum ~~business~~and ~~with~~articles ~~which~~of weassociation, ~~enter~~be ~~into~~permitted to effectuate our initial business ~~combination~~ ~~will~~combination ~~not~~with ~~have~~another ~~all~~blank ofcheck ~~these~~company ~~positive~~or ~~attributes~~similar company with nominal operations. IfBecause we ~~complete~~have ~~our~~not ~~initial~~yet ~~business~~selected ~~combination~~or approached any specific target business with respect to a ~~target~~business ~~that~~combination, ~~does~~there ~~not~~is ~~meet~~no ~~some~~ basis to evaluate the possible merits or ~~all~~risks of ~~these~~any particular ~~criteria~~target business’s operations, ~~such~~results ~~combination~~of ~~may~~operations, ~~not~~cash beflows, asliquidity, ~~successful~~financial ascondition aor ~~combination~~prospects. ~~with~~To athe extent we complete our initial business ~~that~~combination, ~~does~~we ~~meet~~may ~~all~~be ofaffected ~~our~~by ~~general~~numerous risks inherent in the business operations with which ~~criteria~~we combine. InFor ~~addition~~example, if we ~~announce~~combine with a ~~prospective~~financially unstable business ~~combination~~or ~~with~~an aentity ~~target~~lacking ~~that~~an ~~does~~established ~~not~~record ~~meet~~of ~~our~~sales ~~general~~or ~~criteria~~earnings, ~~a greater~~ ~~number~~we ofmay ~~shareholders~~be ~~may~~affected ~~exercise~~by ~~their~~the ~~redemption~~risks ~~rights,~~inherent ~~which~~in ~~may~~the ~~make~~business itand ~~difficult~~operations ~~for~~of usa tofinancially ~~meet~~unstable ~~any~~or ~~closing~~a ~~condition~~development ~~with~~stage aentity. ~~target~~Although ~~business~~our ~~that~~officers ~~requires~~and usdirectors towill ~~have~~endeavor ato ~~minimum~~evaluate ~~net~~the ~~worth~~risks orinherent in a ~~certain~~particular ~~amount~~target ofbusiness, ~~cash.~~we Inmay ~~addition,~~not ifproperly ~~shareholder~~ascertain or ~~approval~~assess all of the ~~transaction is~~significant ~~required~~risk byfactors ~~applicable law~~ or ~~stock~~that ~~exchange~~we ~~rule,~~will orhave weadequate ~~decide~~time to ~~obtain~~complete ~~shareholder~~due ~~approval~~diligence. ~~for~~Furthermore, ~~business~~some orof ~~other~~these risks ~~reasons, it~~ may be ~~more~~outside ~~difficult~~of ~~for~~our control and leave us with no ability to ~~attain~~control ~~shareholder~~or ~~approval~~reduce ofthe ~~our~~chances ~~initial~~that ~~business~~those ~~combination~~risks ifwill ~~the~~adversely impact a target business. ~~does~~An ~~not~~investment ~~meet~~in our ~~general criteria.~~units Ifmay wenot doultimately ~~not~~prove ~~complete~~to ~~our~~be ~~initial~~more ~~business~~favorable ~~combination~~to ~~within~~investors ~~the~~than ~~required~~a ~~time~~direct ~~period~~investment, ~~our~~if such ~~public~~opportunity ~~shareholders~~were ~~may~~available, ~~receive only~~in ~~approximately~~a ~~$10.00~~business ~~per~~combination ~~public~~target. ~~share~~Accordingly, orany ~~less~~holders inwho ~~certain~~choose ~~circumstances,~~to onretain their securities following our initial business combination could suffer a reduction in the ~~liquidation~~value of ~~our~~their ~~trust~~securities. ~~account~~Such ~~and~~holders ~~our~~are ~~warrants~~unlikely to have a remedy ~~will~~for ~~expire~~such ~~worthless~~reduction in value.

We ~~are~~may ~~not~~seek ~~required~~acquisition toopportunities ~~obtain~~in anindustries ~~opinion~~or ~~from an independent~~sectors ~~accounting~~which may or ~~investment banking firm, and consequently, you~~ may ~~have~~not nobe ~~assurance~~outside ~~from~~of ~~an independent source that the price we are paying for the business is fair to~~ our ~~shareholders~~management’s ~~from~~area ~~a financial point~~ of ~~view~~expertise.

~~Unless~~We wewill ~~complete~~consider a business combination outside of our ~~initial~~management’s area of expertise if a business combination ~~with~~ antarget ~~affiliated~~is ~~entity,~~presented to us and we ~~are~~determine ~~not~~that ~~required~~such tocandidate ~~obtain~~offers an ~~opinion~~attractive ~~from~~acquisition opportunity anfor ~~independent~~our ~~accounting~~company. ~~firm~~Although orour ~~independent~~management ~~investment~~will ~~banking~~endeavor to evaluate the risks inherent in any particular business combination ~~firm~~target, ~~which~~we ismay anot ~~member~~adequately ascertain or assess all of ~~FINRA~~the significant risk factors. We also cannot assure you that ~~the~~an ~~price~~investment wein our ~~are~~units ~~paying~~will isnot ~~fair~~ultimately prove to ~~our~~be ~~shareholders~~less ~~from~~favorable to investors than a ~~financial~~direct ~~point~~investment, ofif ~~view.~~an Ifopportunity nowere ~~opinion~~available, in a isbusiness ~~obtained,~~combination ~~our~~target. ~~shareholders~~In ~~will~~the beevent ~~relying~~we onelect ~~the~~to ~~judgment~~pursue an acquisition outside of ~~our~~the ~~board~~areas of ~~directors~~our management’s expertise, our ~~who~~management’s ~~will~~expertise ~~determine~~may ~~fair~~not ~~market~~be ~~value~~directly ~~based~~applicable ~~on standards~~to ~~generally~~its ~~accepted~~evaluation byor operation, and the ~~financial~~information ~~community.~~contained ~~Such~~in ~~standards~~this Report ~~used~~regarding ~~will~~the areas of our management’s expertise would not be ~~disclosed~~relevant into ~~our~~an ~~proxy~~understanding ~~solicitation~~of orthe ~~tender~~business ~~offer~~that we elect ~~materials~~to acquire. As a result, asour ~~applicable~~management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any ~~related~~holders who choose to retain their securities following our initial business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder 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.36

Although ~~Our~~we ~~amended~~have ~~and~~identified ~~restated~~general ~~memorandum~~criteria ~~and~~that ~~articles of~~we ~~association authorize the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B~~believe ~~ordinary~~are ~~shares,~~important ~~par~~in ~~value~~evaluating ~~$0.0001~~prospective ~~per~~target ~~share~~businesses, ~~and~~we ~~5,000,000~~may ~~preference~~enter ~~shares,~~into ~~par~~our ~~value~~initial ~~$0.0001~~business ~~per~~combination ~~share.~~with ~~There~~a ~~are~~target ~~442,500,000~~that ~~and~~does ~~35,625,000~~not ~~authorized~~meet ~~but~~such ~~unissued~~criteria, ~~Class A ordinary shares~~ and ~~Class B~~as ~~ordinary~~a ~~shares~~result, ~~respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of~~ the ~~Class B~~target ~~ordinary~~business ~~shares,~~with ifwhich ~~any.~~we ~~The~~enter ~~Class B ordinary shares are automatically convertible~~ into ~~Class A ordinary shares at the time of~~ our initial business combination asmay ~~described~~not ~~herein~~have ~~and in our amended and restated memorandum and articles of~~attributes ~~association.~~entirely ~~Immediately~~consistent ~~after~~with our ~~initial~~general ~~public offering, there were not preference shares issued and outstanding~~criteria.

37Although we have identified general criteria 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, such combination may not be as successful as a combination with a business that does meet all of our general criteria. In addition, if we announce a prospective business combination with a target that does not meet our general criteria, 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 rule, 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. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

We ~~may~~are ~~issue~~not arequired ~~substantial number of additional Class A ordinary shares or preference shares~~ to ~~complete~~obtain ~~our~~an ~~initial~~opinion ~~business~~from ~~combination or under~~ an ~~employee incentive plan after~~independent ~~completion~~accounting ~~of our initial business combination. We may also issue Class A ordinary shares to redeem the warrants~~ or ~~upon~~investment ~~conversion of~~banking ~~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 as set forth herein. However~~firm, ~~our amended~~ and ~~restated~~consequently, ~~memorandum~~you ~~and~~may ~~articles~~have ofno ~~association~~assurance ~~provides, among~~from ~~other~~an ~~things,~~independent source that ~~prior to~~ the ~~completion~~price ~~of our initial business combination,~~ we ~~may~~are ~~not issue additional shares that would entitle~~paying ~~the~~for ~~holders thereof to (i) receive funds from~~ the ~~trust account or (ii) vote on any initial~~ business ~~combination~~is orfair ~~on any other proposal presented~~ to ~~shareholders prior to or in connection with the completion of an initial business combination. These provisions of~~ our ~~amended~~shareholders ~~and~~from ~~restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with~~ a ~~shareholder~~financial ~~vote.~~point ~~The issuance~~ of ~~additional ordinary or preference shares:~~view.

●Unless ~~may~~we ~~significantly~~complete ~~dilute~~our ~~the~~initial ~~equity~~business ~~interest~~combination ofwith ~~investors~~an inaffiliated entity, ~~our~~we ~~initial~~are ~~public~~not ~~offering,~~required to obtain an opinion from an independent accounting firm or independent investment banking firm which ~~dilution~~is ~~would~~a member ~~increase~~of ifFINRA that the ~~anti-dilution~~price ~~provisions~~we inare ~~the~~paying ~~Class~~is Bfair ~~ordinary~~to ~~shares~~our ~~resulted~~shareholders infrom ~~the~~a ~~issuance~~financial point of ~~Class~~view. AIf ~~ordinary~~no ~~shares~~opinion onis aobtained, ~~greater~~our shareholders ~~than~~will ~~one-to-one~~be ~~basis~~relying ~~upon~~on ~~conversion~~the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the ~~Class~~financial Bcommunity. ~~ordinary~~Such ~~shares;~~standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.

●We may ~~subordinate~~issue ~~the~~additional ~~rights~~Class A ofordinary ~~holders~~shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of ~~Class~~our initial business combination. We may also issue Class A ordinary shares ifupon ~~preference~~the conversion of the founder shares ~~are~~at ~~issued~~a ~~with~~ratio ~~rights~~greater ~~senior~~than one-to-one ~~those~~at ~~afforded~~the time of our ~~Class~~initial Abusiness ~~ordinary~~combination ~~shares;~~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 ~~could~~amended ~~cause~~and arestated ~~change~~memorandum inand ~~control~~articles ifof aassociation ~~substantial~~authorize the ~~number~~issuance of ~~our~~up ~~Class~~to 500,000,000 Class A ordinary shares, ~~are~~par ~~issued~~value $0.0001 per share, ~~which~~50,000,000 ~~may~~Class B ~~affect~~ordinary shares, par ~~among~~value ~~other~~$0.0001 ~~things~~per share, ~~our~~and ~~ability~~5,000,000 topreference ~~use~~shares, ~~our~~par ~~net~~value ~~operating~~$0.0001 ~~loss~~per ~~carry~~share. ~~forwards~~There are 442,500,000 ifand ~~any~~35,625,000 authorized but unissued Class A ordinary shares and ~~could~~Class B ~~result~~ordinary inshares, ~~the~~respectively, ~~resignation~~available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or ~~removal~~shares issuable upon conversion of the Class B ordinary shares, if any. The Class B ordinary shares are automatically convertible into Class A ordinary shares at the time of our ~~present~~initial ~~officers~~business combination as described herein and ~~directors;~~in our amended and restated memorandum and articles of association. Immediately after our initial public offering, there were not preference shares issued and outstanding.

~~● 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;~~37

●We may ~~adversely~~issue ~~affect~~a ~~prevailing~~substantial ~~market~~number ~~prices~~of ~~for~~additional Class A ordinary shares or preference shares to complete our ~~units,~~initial ~~Class~~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 as set forth herein. However, our amended and/ restated memorandum and articles of association provides, among other things, that prior to the completion of our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or ~~warrants;~~(ii) vote on any initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:

● may ~~not~~significantly ~~result~~dilute the equity interest of investors in ~~adjustment~~our toinitial public offering, which dilution would increase if the ~~exercise~~anti-dilution ~~price~~provisions in the Class B ordinary shares resulted in the issuance of ~~our~~Class ~~warrants.~~A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

~~Our~~● ~~initial~~may ~~shareholders~~subordinate ~~may~~the ~~receive~~rights ~~additional~~of holders of Class A ordinary shares if wepreference ~~issue~~ shares are issued with rights senior to ~~consummate~~those anafforded ~~initial~~our ~~business~~Class ~~combination.~~A ordinary shares;

● ~~The~~could ~~founder~~cause ~~shares will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination at~~ a ~~ratio such~~change ~~that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal,~~ in ~~the~~control ~~aggregate,~~if ona ~~an as-converted basis,~~substantial ~~20% of the sum of (i) the total~~ number of ~~ordinary shares issued and outstanding upon completion of~~ our ~~initial~~ ~~public offering, plus (ii) the sum of the total number of~~ Class A ordinary shares ~~issued~~are ~~or deemed~~ issued, orwhich ~~issuable upon~~may ~~conversion~~affect, oramong ~~exercise~~other ~~of any equity-linked securities or rights issued or deemed issued~~things, byour ~~the~~ability ~~company in connection with or in relation~~ to ~~the~~use ~~consummation~~our ofnet ~~the~~operating ~~initial~~loss ~~business~~carry ~~combination~~forwards, ~~excluding~~if any ~~Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued~~, ~~deemed~~and ~~issued,~~could orresult ~~to be issued, to any seller~~ in the ~~initial business~~resignation ~~combination,~~or ~~any~~removal ~~private placement warrants issued to our sponsor, members~~ of our ~~management~~present ~~team~~officers ~~or any of their affiliates upon conversion of working capital loans~~ and ~~the forward purchase securities. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.~~directors;

~~Resources~~● ~~could~~may behave ~~wasted~~the ineffect ~~researching~~of ~~acquisitions~~delaying ~~that are not completed, which could materially adversely affect subsequent attempts to locate and acquire~~ or ~~merge~~preventing ~~with~~a ~~another~~change ~~business.~~of Ifcontrol ~~we do~~of ~~not~~us ~~complete~~by ~~our~~diluting ~~initial business combination within~~ the ~~required time period, our public shareholders may receive only approximately $10.00 per public~~ share, ownership or ~~less~~voting inrights ~~certain circumstances, on the liquidation~~ of ~~our~~a ~~trust~~person ~~account~~seeking ~~and~~to ~~our~~obtain ~~warrants~~control ~~will~~of ~~expire worthless.~~us;

● 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~~prevailing ~~attempts~~market toprices ~~locate~~for ~~and acquire or merge with another business. If we do not complete~~ our ~~initial business combination within the required time period~~units, ~~our~~Class ~~public~~A ~~shareholders~~ordinary ~~may~~shares ~~receive only approximately $10.00 per public share,~~ and/or ~~less in certain circumstances, on the liquidation of our trust account and our~~ warrants; ~~will expire worthless.~~and

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

WeOur ~~may~~initial beshareholders amay ~~passive~~receive ~~foreign~~additional ~~investment company, or “PFIC,”~~Class A ~~which~~ordinary ~~could~~shares ~~result~~if inwe ~~adverse~~issue ~~U.S.~~shares ~~federal~~to ~~income~~consummate ~~tax~~an ~~consequences~~initial tobusiness Ucombination.~~S. investors.~~

The Iffounder weshares ~~are~~will aautomatically ~~“passive~~convert ~~foreign~~into ~~investment~~Class A ordinary ~~company”~~shares ~~(“PFIC”)within~~on the ~~meaning~~first ofbusiness ~~Section~~day ~~1297(a)~~following of the ~~Internal~~consummation ~~Revenue Code~~ of ~~1986,~~our asinitial ~~amended~~business ~~(the~~combination ~~“Code”) for~~at ~~any~~a ~~taxable~~ratio ~~year~~such ~~(or portion thereof)~~ that ~~is included in~~ the ~~holding~~number ~~period~~ of ~~a U.S. Holder of our~~ Class A ordinary shares or ~~warrants,~~issuable ~~the~~upon ~~U.S.~~conversion ~~Holder~~of ~~may~~all befounder ~~subject~~shares towill ~~adverse~~equal, ~~U.S.~~in ~~federal~~the ~~income~~aggregate, ~~tax~~on ~~consequences~~an ~~and~~as-converted basis, ~~may~~20% beof ~~subject~~the sum toof ~~additional~~(i) the ~~reporting requirements.~~total ~~Our~~number ~~PFIC~~of ~~status~~ordinary ~~for~~shares ~~our~~issued ~~current~~ and ~~subsequent~~outstanding ~~taxable~~upon ~~years~~completion ~~may~~of ~~depend~~our oninitial ~~whether~~public weoffering, ~~qualify~~plus ~~for the PFIC start-up~~(ii) ~~exception.~~the ~~Depending~~sum onof the ~~particular~~total ~~circumstances,~~number ~~the application~~ of ~~the start-up~~Class ~~exception~~A ~~may~~ordinary beshares ~~subject~~issued toor ~~uncertainty,~~deemed ~~and~~issued ~~there~~or ~~cannot be~~issuable ~~any~~upon ~~assurance~~conversion ~~that~~or weexercise ~~will~~of ~~qualify~~any ~~for the start~~equity-uplinked ~~exception. Accordingly, there can be no assurances with respect to our status~~securities asor arights ~~PFIC~~issued ~~for our current taxable year~~ or ~~any~~deemed ~~subsequent~~issued, ~~taxable~~by ~~year.~~the ~~Our~~company ~~actual~~in ~~PFIC~~connection ~~status~~with ~~for~~or ~~any~~in ~~taxable~~relation ~~year,~~to ~~however, will not be determinable until after~~ the ~~end~~consummation of ~~such~~the ~~taxable~~initial ~~year.~~business ~~Moreover~~combination, excluding ifany weClass A ~~determine~~ordinary weshares ~~are~~or aequity-linked securities ~~PFIC~~exercisable for ~~any~~or ~~taxable~~convertible ~~year,~~into ~~upon~~Class A ~~written~~ordinary shares ~~request~~issued, we ~~will~~deemed ~~endeavor~~issued, toor ~~provide~~ to abe ~~U.S.~~issued, ~~Holder~~to ~~such~~any ~~information~~seller asin the ~~Internal~~initial ~~Revenue~~business ~~Service (“IRS”) may require~~combination, ~~including a~~any ~~PFIC~~private ~~Annual~~placement ~~Information~~warrants ~~Statement, in order~~ issued to ~~enable~~our ~~the~~sponsor, ~~U.S.~~members ~~Holder~~of toour ~~make~~management ~~and~~team ~~maintain~~or aany ~~“qualified~~of ~~electing~~their ~~fund”~~affiliates ~~election, but~~upon ~~there~~conversion ~~can~~of beworking nocapital ~~assurance~~loans ~~that we will timely provide such required information,~~ and ~~such~~the ~~election~~forward ~~would be unavailable with respect~~purchase tosecurities. ~~our~~In ~~warrants~~no inevent ~~all~~will ~~cases.~~the WeClass B ~~urge~~ordinary ~~U.S.~~shares ~~investors~~convert tointo ~~consult~~Class A ~~their~~ordinary ~~tax~~shares ~~advisors~~at ~~regarding~~a ~~the~~rate ~~possible application~~ of ~~the~~less ~~PFIC~~than ~~rules~~one to one.

WeResources ~~may~~could ~~reincorporate~~be wasted in ~~another~~researching ~~jurisdiction~~acquisitions inthat ~~connection~~are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination ~~and~~within ~~such~~the ~~reincorporation~~required time period, our public shareholders may ~~result~~receive only approximately $10.00 per public share, or less in ~~taxes~~certain ~~imposed~~circumstances, on ~~shareholders~~the liquidation of our trust account and our warrants will expire worthless.

We ~~may,~~anticipate inthat ~~connection~~the ~~with~~investigation ~~our~~of ~~initial~~each specific target business ~~combination~~ and ~~subject~~the tonegotiation, ~~requisite~~drafting ~~shareholder~~and ~~approval~~execution ~~under~~of ~~the~~relevant ~~Companies Act~~agreements, ~~reincorporate~~disclosure indocuments ~~the~~and ~~jurisdiction~~other ininstruments ~~which~~will ~~the~~require ~~target~~substantial ~~company~~management ortime ~~business~~and isattention ~~located~~and orsubstantial incosts ~~another~~for ~~jurisdiction~~accountants, attorneys and others. ~~The~~If ~~transaction~~we ~~may~~decide ~~require~~not to complete a ~~shareholder~~specific orinitial business ~~warrantholder~~combination, the costs incurred up to ~~recognize~~that ~~taxable income~~point infor the ~~jurisdiction~~proposed intransaction ~~which~~likely ~~the~~would ~~shareholder~~not orbe ~~warrantholder~~recoverable. isFurthermore, if we reach an agreement relating to a ~~tax~~specific ~~resident~~target orbusiness, inwe ~~which~~may ~~its~~fail ~~members~~to ~~are~~complete ~~resident~~our ifinitial itbusiness iscombination afor any number ~~tax~~of ~~transparent~~reasons ~~entity~~including those beyond our control. WeAny dosuch ~~not~~event ~~intend~~will result in a loss to ~~make~~us ~~any~~of ~~cash~~the ~~distributions~~related tocosts ~~shareholders~~incurred orwhich ~~warrantholders~~could materially adversely affect subsequent attempts to ~~pay~~locate ~~such~~and ~~taxes~~acquire or merge with another business. ~~Shareholders~~If we do not complete our initial business orcombination ~~warrantholders~~within the required time period, our public shareholders may bereceive ~~subject~~only toapproximately ~~withholding~~$10.00 ~~taxes~~per orpublic ~~other~~share, ~~taxes~~or ~~with~~less ~~respect~~in certain tocircumstances, ~~their~~on ~~ownership~~the liquidation of usour ~~after~~trust ~~the~~account ~~reincorporation~~and our warrants will expire worthless.

After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.38

We Itmay ~~is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will~~ be ~~located outside of the United States. As~~ a ~~result,~~passive itforeign ~~may~~investment ~~be difficult~~company, or ~~in some cases not possible~~“PFIC,” which ~~for~~could ~~investors~~result in ~~the~~adverse ~~United States to~~U.S. ~~enforce~~federal ~~their~~income ~~legal~~tax ~~rights,~~consequences to ~~effect~~U.S. 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 lawsinvestors.

If Inwe ~~particular,~~are ~~there~~a is“passive ~~uncertainty~~foreign asinvestment tocompany” ~~whether~~(“PFIC”)within the ~~courts~~meaning of Section 1297(a) of the ~~Cayman~~Internal ~~Islands~~Revenue orCode of 1986, as amended (the “Code”) for any ~~other~~taxable ~~applicable~~year ~~jurisdictions~~(or ~~would~~portion thereof) ~~recognize~~that ~~and~~is ~~enforce~~included ~~judgments~~in the holding period of a U.S. ~~courts~~Holder ~~obtained~~of ~~against us~~our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our ~~directors~~current orand ~~officers~~subsequent ~~predicated~~taxable ~~upon~~years may depend on whether we qualify for the ~~civil~~PFIC ~~liability~~start-up exception. ~~provisions~~Depending ofon the ~~securities~~particular circumstances, ~~laws~~the application of the ~~United~~start-up ~~States~~exception ormay be subject to uncertainty, and there cannot be any assurance that we ~~state~~will inqualify for the ~~United~~start-up ~~States~~exception. orAccordingly, ~~entertain~~there ~~original~~can ~~actions~~be ~~brought~~no inassurances ~~the~~with ~~Cayman~~respect ~~Islands~~to our status as a PFIC for our current taxable year or any ~~other~~subsequent ~~applicable~~taxable ~~jurisdiction’s~~year. Our actual PFIC status for any taxable year, however, will not be determinable until after ~~courts~~the ~~against~~end usof orsuch ~~our~~taxable ~~directors~~year. orMoreover, ~~officers~~if ~~predicated~~we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the ~~securities~~Internal ~~laws~~Revenue ofService (“IRS”) may require, including a PFIC Annual Information Statement, in order to enable the ~~United States~~U.S. orHolder ~~any~~to ~~state~~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 be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their tax advisors regarding the ~~United States~~possible application of the PFIC rules.

We ~~are~~may ~~dependent~~reincorporate ~~upon~~in ~~our~~another ~~executive~~jurisdiction ~~officers~~in ~~and~~connection ~~directors~~with our initial business combination and ~~their~~ ~~loss~~such ~~could~~reincorporation ~~adversely~~may ~~affect~~result ~~our~~in ~~ability~~taxes toimposed ~~operate~~on shareholders.

We ~~Our~~may, ~~operations~~in ~~are~~connection ~~dependent~~with ~~upon~~our ainitial ~~relatively small~~business ~~group~~combination ~~of individuals~~ and, insubject to ~~particular,~~requisite ~~our~~shareholder ~~executive~~approval ~~officers~~under ~~and~~the ~~directors.~~Companies WeAct, ~~believe~~reincorporate ~~that~~in ~~our~~the ~~success~~jurisdiction ~~depends~~in onwhich the ~~continued service~~target ofcompany ~~our~~or ~~officers~~business ~~and~~is located ~~directors,~~or atin ~~least~~another ~~until we have completed our initial business combination~~jurisdiction. InThe ~~addition,~~transaction ~~our~~may ~~executive~~require ~~officers and~~a ~~directors~~shareholder ~~are~~or ~~not~~warrantholder ~~required~~ to ~~commit~~recognize ~~any~~taxable ~~specified~~income ~~amount~~in ofthe ~~time~~jurisdiction in towhich ~~our~~the ~~affairs~~shareholder ~~and,~~or ~~accordingly,~~warrantholder ~~will~~is ~~have~~a ~~conflicts~~tax ofresident ~~interest~~ or in ~~allocating~~which ~~their~~its ~~time~~members ~~among~~are ~~various~~resident ~~business~~if ~~activities,~~it ~~including~~is ~~identifying~~a ~~potential~~tax ~~business~~transparent ~~combinations and monitoring the related due diligence~~entity. We do not ~~have~~intend anto ~~employment~~make ~~agreement~~any ~~with,~~cash ordistributions ~~key-man insurance~~to onshareholders ~~the~~or ~~life~~warrantholders ~~of,~~to ~~any~~pay ofsuch ~~our~~taxes. ~~directors~~Shareholders or ~~executive officers.~~warrantholders ~~The~~may ~~unexpected~~be subject ~~loss~~to ofwithholding ~~the~~taxes ~~services of one~~ or ~~more~~other oftaxes ~~our~~with ~~directors~~respect orto ~~executive~~their ~~officers~~ownership ~~could~~of ~~have~~us aafter ~~detrimental~~the ~~effect on us~~reincorporation.

39After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.

~~Our~~It ~~ability~~is topossible ~~successfully~~that ~~effect~~after our initial business combination, a majority ~~and~~of toour bedirectors ~~successful~~and ~~thereafter~~officers will bereside ~~dependent~~outside ~~upon~~of the ~~efforts~~United States and all of our ~~key~~assets ~~personnel,~~will ~~some~~be located outside of ~~whom~~the United States. As a result, it may ~~join~~be usdifficult, ~~following~~or ~~our~~in ~~initial~~some cases not possible, for investors in the United States to enforce their legal rights, ~~business~~to ~~combination.~~effect ~~The~~service ~~loss~~of process upon all of ~~key~~our ~~personnel~~directors ~~could~~or ~~negatively~~officers ~~impact~~or ~~the~~to ~~operations~~enforce judgments of United States courts predicated upon civil liabilities and ~~profitability~~criminal ofpenalties on our ~~post-combination~~directors ~~business~~and officers under United States laws.

In ~~Our~~particular, ~~ability~~there tois ~~successfully~~uncertainty ~~effect~~as ~~our~~to ~~initial business~~whether ~~combination is dependent upon~~ the ~~efforts~~courts of ~~our key personnel. The role of our key personnel in~~ the ~~target business, however,~~ ~~cannot~~Cayman ~~presently~~Islands beor ~~ascertained.~~any ~~Although~~other ~~some~~applicable ofjurisdictions ~~our~~would ~~key~~recognize ~~personnel~~and ~~may~~enforce ~~remain~~judgments ~~with~~of ~~the~~U.S. ~~target~~courts ~~business~~obtained inagainst ~~senior~~us ~~management~~ or ~~advisory positions following~~ our ~~initial~~directors or ~~business~~officers ~~combination,~~predicated itupon isthe ~~likely~~civil ~~that~~liability ~~some~~provisions ~~or all~~ of the ~~management~~securities laws of the ~~target~~United States ~~business~~or ~~will remain in place. While we intend to closely scrutinize~~ any ~~individuals~~state wein ~~engage~~the ~~after our initial business combination, we cannot assure you~~United States ~~that~~or ~~our~~entertain ~~assessment~~original ofactions ~~these~~brought ~~individuals~~in ~~will~~the ~~prove~~Cayman toIslands beor ~~correct.~~any ~~These~~other ~~individuals~~applicable ~~may~~jurisdiction’s becourts ~~unfamiliar~~against ~~with~~us ~~the~~or ~~requirements~~our ~~of operating~~directors aor ~~company~~officers ~~regulated~~predicated byupon the ~~SEC,~~securities ~~which~~laws ~~could~~of ~~cause~~the usUnited States toor ~~have~~any tostate ~~expend~~in ~~time~~the ~~and resources helping them become familiar with such requirements~~United States.

~~Our~~We ~~key~~are ~~personnel~~dependent ~~may~~upon ~~negotiate~~our ~~employment~~executive orofficers ~~consulting agreements with a target business in connection with a particular business combination,~~ and adirectors ~~particular business combination may be conditioned~~and ontheir ~~the~~loss ~~retention~~could oradversely ~~resignation~~affect ~~of such key personnel. These agreements may provide for them to receive compensation following~~ our ~~initial business~~ability ~~combination and as a result, may cause them~~ to ~~have conflicts of interest in determining whether a particular business combination is the most advantageous~~operate.

Our ~~key~~operations ~~personnel~~are ~~may~~dependent beupon ~~able~~a torelatively ~~remain~~small ~~with our~~group ~~company after the completion~~ of ~~our initial business combination only if they are able to negotiate employment or consulting agreements~~individuals and, in ~~connection~~particular, ~~with~~our ~~the~~executive ~~business~~officers ~~combination~~and directors. ~~Such~~We ~~negotiations~~believe ~~would~~that ~~take~~our ~~place~~success ~~simultaneously~~depends ~~with~~on the ~~negotiation~~continued service of ~~the~~our ~~business combination~~officers and ~~could~~directors, ~~provide~~at ~~for~~least ~~such~~until ~~individuals~~we tohave ~~receive~~completed ~~compensation~~our ininitial ~~the~~business ~~form~~combination. ofIn ~~cash~~addition, ~~payments and/or~~ our ~~securities~~executive ~~for~~officers ~~services~~and ~~they~~directors ~~would~~are ~~render~~not required to uscommit ~~after~~any ~~the~~specified ~~completion~~amount of ~~the~~time ~~business combination. Such negotiations also could make such key personnel’s retention or resignation a condition~~ to ~~any~~our ~~such~~affairs ~~agreement.~~and, ~~The~~accordingly, ~~personal~~will ~~and~~have ~~financial~~conflicts ~~interests~~ of ~~such~~interest ~~individuals~~in ~~may~~allocating ~~influence~~ their ~~motivation~~ intime ~~identifying~~among ~~and~~various ~~selecting a target~~ business. ~~In addition~~activities, ~~pursuant~~including toidentifying anpotential ~~agreement~~business ~~entered~~combinations ~~into~~and onmonitoring the ~~closing~~related ofdue ~~our~~diligence. We ~~initial~~do ~~public offering,~~not ~~our~~have ~~sponsor,~~an ~~upon~~employment ~~and~~agreement ~~following~~with, ~~consummation~~or ofkey-man insurance anon ~~initial~~the ~~business~~life ~~combination~~of, ~~will~~any beof ~~entitled~~our todirectors ~~nominate~~or ~~three~~executive ~~individuals~~officers. The ~~for~~unexpected ~~appointment~~loss toof ~~our~~the ~~board~~services of ~~directors,~~one asor ~~long~~more asof ~~the~~our ~~sponsor~~directors ~~holds~~or ~~any~~executive ~~securities~~officers ~~covered~~could byhave ~~the~~a ~~registration~~detrimental ~~and~~effect ~~shareholder~~on ~~rights agreement~~us.

We may have a 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.39

Our ~~When~~ability ~~evaluating~~to ~~the~~successfully ~~desirability~~effect ~~of effecting~~ our initial business combination and ~~with a prospective target business, our ability~~ to ~~assess~~be ~~the~~successful ~~target~~thereafter ~~business’s~~will ~~management may~~ be ~~limited~~dependent ~~due~~upon ~~to a lack of time, resources or information. Our assessment of~~ the ~~capabilities~~efforts of ~~the~~our ~~target~~key ~~business’s management~~personnel, ~~therefore,~~ ~~may~~some ~~prove~~of towhom ~~be incorrect and such management~~ may ~~lack~~join ~~the~~us ~~skills,~~following ~~qualifications~~our ~~or abilities we suspected. Should the target~~initial business’s ~~management~~combination. ~~not~~The ~~possess~~loss ~~the~~of ~~skills,~~key ~~qualifications~~personnel orcould ~~abilities~~negatively ~~necessary~~impact ~~to manage a public company,~~ the operations and profitability of ~~the~~our post-combination ~~business~~ ~~may be negatively impacted. Accordingly, any holders who choose to retain their securities following our initial~~ business ~~combination could suffer a reduction in the value of their securities~~. ~~Such holders are unlikely to have a remedy for such reduction in value.~~

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The ~~officers~~role ~~and~~of ~~directors~~our key personnel in the target business, however, cannot presently be ascertained. Although some of anour ~~acquisition~~key ~~candidate~~personnel may ~~resign~~remain with the target business in senior management or advisory positions following ~~upon~~our ~~completion~~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. ~~The~~These ~~loss~~individuals may be unfamiliar with the requirements of operating a ~~business~~company ~~combination~~regulated by ~~target’s~~the ~~key~~SEC, ~~personnel~~which could ~~negatively impact~~cause ~~the~~us ~~operations~~to have to expend time and ~~profitability~~resources ofhelping ~~our~~them ~~post-combination~~become ~~business~~familiar with such requirements.

Our ~~The~~key ~~role~~personnel ofmay annegotiate ~~acquisition~~employment ~~candidate’s~~or consulting agreements ~~key~~with ~~personnel~~a ~~upon~~target ~~the~~business ~~completion~~in ofconnection ~~our~~with ~~initial~~a particular business combination, ~~cannot~~and bea ~~ascertained~~particular atbusiness ~~this~~combination ~~time.~~may ~~Although~~be weconditioned on ~~contemplate~~the ~~that certain~~retention ~~members~~or resignation of ansuch ~~acquisition~~key ~~candidate’s~~personnel. ~~management~~These ~~team~~agreements ~~will~~may ~~remain~~provide ~~associated~~for ~~with~~them ~~the~~to ~~acquisition~~receive ~~candidate~~compensation following our ~~initial~~ initial business combination, itand isas ~~possible~~a ~~that~~result, ~~members~~may ofcause ~~the~~them ~~management~~to have conflicts of aninterest ~~acquisition~~in ~~candidate~~determining ~~will~~whether ~~not~~a ~~wish~~particular tobusiness ~~remain~~combination is inthe ~~place~~most advantageous.

40Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. In addition, pursuant to an agreement entered into on the closing of our initial public offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.

We may ~~engage~~have in a ~~business~~limited ~~combination~~ability ~~with~~to ~~one~~assess orthe ~~more~~management ~~target businesses~~of ~~that~~a ~~have~~prospective target ~~relationships~~business ~~with~~and, ~~entities~~as ~~that~~a result, may beaffect ~~affiliated~~our initial business combination with ~~our~~a ~~sponsor,~~target ~~executive~~business ~~officers,~~whose ~~directors~~management ormay ~~initial~~not ~~shareholders~~have the ~~which~~skills, ~~may~~qualifications ~~raise~~or ~~potential~~abilities ~~conflicts~~to ofmanage ~~interest~~a public company.

When Inevaluating ~~light of~~ the ~~involvement~~desirability of effecting our ~~sponsor,~~initial business ~~executive~~combination ~~officers~~with ~~and~~a ~~directors~~prospective ~~with~~target ~~other entities~~business, weour ~~may~~ability ~~decide~~ to ~~acquire~~assess ~~one~~the ortarget ~~more~~business’s ~~businesses~~management ~~affiliated~~may ~~with~~be ~~our~~limited ~~sponsor,~~due ~~executive~~to a lack ~~officers~~of time, ~~directors~~resources or ~~initial shareholders~~information. Our ~~directors~~assessment ~~also~~of ~~serve~~the ascapabilities ~~officers~~of ~~and~~the ~~board~~target ~~members~~business’s ~~for other entities~~management, ~~including~~therefore, ~~without limitation,~~may ~~those described under “Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers—~~prove ~~Conflicts~~to ofbe ~~Interest.”~~incorrect ~~Our sponsor~~ and ~~our~~such ~~officers~~management ~~and directors~~ may ~~sponsor~~lack orthe ~~form~~skills, ~~other~~qualifications ~~special purpose acquisition companies similar to ours~~ or ~~may~~abilities ~~pursue~~we ~~other~~suspected. ~~business~~Should ~~or investment ventures during~~ the ~~period~~target ~~in which we are seeking an initial~~ business ~~combination.~~’s ~~Such~~management ~~entities~~not ~~may~~possess ~~compete~~the ~~with us for business combination opportunities. Our sponsor~~skills, ~~officers~~qualifications ~~and~~or ~~directors~~abilities ~~are~~necessary ~~not currently aware of any specific opportunities for us~~ to ~~complete~~manage ~~our~~a ~~initial~~public ~~business~~company, ~~combination~~the ~~with~~operations ~~any entities with which they are affiliated,~~ and profitability ~~there~~of ~~have~~the ~~been no substantive discussions concerning a~~ post-combination business ~~combination~~may ~~with~~be ~~any~~negatively ~~such entity or entities~~impacted. ~~Although we will not be specifically focusing on~~Accordingly, ~~or targeting,~~ any ~~transaction~~holders ~~with~~who ~~any~~choose ~~affiliated~~to ~~entities,~~retain wetheir ~~would~~securities ~~pursue such a transaction if we determined~~following ~~that such affiliated entity met~~ our ~~criteria~~initial ~~for a~~ business combination ascould ~~set~~suffer ~~forth in “Item 1. Business — Effecting Our Initial Business Combination — Evaluation of~~ a ~~Target~~reduction ~~Business~~in ~~and~~the ~~Structuring~~value of ~~Our~~their ~~Initial Business Combination” and such transaction was approved by a majority of our independent and disinterested directors~~securities. ~~Despite~~Such ~~our~~holders ~~agreement~~are tounlikely ~~obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm regarding the fairness~~ to ~~our~~have ~~company from~~ a ~~financial point of view of a business combination with one or more domestic or international businesses affiliated~~remedy ~~with~~for ~~our~~such ~~sponsor,~~reduction ~~executive~~in officers, directors or initial shareholders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interestvalue.

WeThe ~~may~~officers ~~issue~~and ~~notes~~directors orof ~~other~~an ~~debt,~~acquisition orcandidate ~~otherwise~~may ~~incur substantial~~resign ~~debt,~~upon tocompletion ~~complete~~of aour initial business combination,. ~~which~~The ~~may~~loss ~~adversely~~of ~~affect~~a ~~our~~business ~~leverage~~combination ~~and~~target’s ~~financial~~key ~~condition~~personnel ~~and~~could ~~thus~~ negatively impact the ~~value~~ ofoperations ~~our~~and ~~shareholders’~~profitability ~~investment~~of inour uspost-combination business.

The ~~Although~~role ~~we have no commitments as~~ of ~~the~~an ~~date of~~acquisition ~~this~~candidate’s ~~Report~~key topersonnel ~~issue~~upon ~~any notes or other debt, or to otherwise incur debt following our initial public offering, we may choose to incur~~the ~~substantial~~completion ~~debt~~of ~~to complete~~ our initial business combination. Wecannot ~~and~~be ~~our~~ascertained ~~officers~~at ~~have~~this ~~agreed~~time. ~~that~~Although we ~~will~~contemplate ~~not~~that ~~incur~~certain ~~any~~members ~~indebtedness unless we have obtained from the lender a waiver~~ of ~~any~~an acquisition ~~right,~~candidate’s ~~title,~~management ~~interest~~team orwill ~~claim~~remain ofassociated ~~any~~with ~~kind~~the inacquisition orcandidate tofollowing ~~the~~our ~~monies~~initial ~~held~~business ~~in the trust~~combination, ~~account.~~it Asis ~~such,~~possible nothat ~~issuance~~members of ~~debt will affect~~ the ~~per~~management ~~share amount available for redemption from the trust account. Nevertheless, the incurrence~~ of ~~debt~~an ~~could~~acquisition ~~have~~candidate awill ~~variety~~not ofwish ~~negative~~to ~~effects,~~remain ~~including:~~in place.

~~● default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;~~40

●We ~~acceleration~~may ofengage ~~our~~in ~~obligations~~a tobusiness ~~repay~~combination ~~the~~with ~~indebtedness~~one ~~even~~or ifmore wetarget businesses ~~make~~that ~~all~~have ~~principal~~relationships ~~and~~with ~~interest~~entities ~~payments~~that ~~when~~may ~~due~~be ifaffiliated wewith ~~breach~~our ~~certain~~sponsor, ~~covenants~~executive ~~that~~officers, ~~require~~directors ~~the maintenance of certain financial ratios~~ or ~~reserves~~initial ~~without~~shareholders which amay ~~waiver~~raise orpotential ~~renegotiation~~conflicts of ~~that covenant;~~interest.

●In light of the involvement of our ~~immediate~~sponsor, ~~payment~~executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers, directors or initial shareholders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under “Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers— Conflicts of ~~all~~Interest.” ~~principal~~Our sponsor and ~~accrued~~our ~~interest~~officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Such entities may compete with us for business combination opportunities. Our sponsor, ifofficers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if ~~the~~we ~~debt~~determined that such affiliated entity met our criteria for a business combination as set forth in “Item 1. Business — Effecting Our Initial Business Combination — Evaluation of a Target Business and Structuring of Our Initial Business Combination” and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is ~~payable~~a onmember ~~demand;~~of FINRA or an independent valuation or accounting firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or initial shareholders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

●We ~~our~~may ~~inability~~issue tonotes ~~obtain~~or ~~necessary~~other ~~additional~~debt, ~~financing~~or ifotherwise ~~the~~incur substantial debt, ~~contains~~to ~~covenants~~complete ~~restricting~~a business combination, which may adversely affect our ~~ability~~leverage toand ~~obtain~~financial ~~such~~condition ~~financing~~and ~~while~~thus negatively impact the value ~~debt~~of isour ~~outstanding;~~shareholders’ investment in us.

●Although we have no commitments as of the date of this Report to issue any notes or other debt, or to otherwise incur debt following our ~~inability~~initial public offering, we may choose to ~~pay~~incur ~~dividends~~substantial ondebt to complete our ~~Class~~initial Abusiness ~~ordinary~~combination. ~~shares;~~We and our officers 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:

● ~~using~~default ~~a substantial portion of our cash flow to pay principal~~ and ~~interest~~foreclosure on our ~~debt,~~assets ~~which~~if ~~will reduce the funds available for dividends on~~ our ~~Class~~operating Arevenues ~~ordinary~~after ~~shares~~an ifinitial ~~declared,~~business ~~expenses,~~combination ~~capital~~are ~~expenditures,~~insufficient ~~acquisitions~~to ~~and~~repay ~~other~~our ~~general~~debt ~~corporate purposes~~obligations;

● ~~limitations~~acceleration onof our ~~flexibility~~obligations into ~~planning~~repay ~~for~~the ~~and~~indebtedness ~~reacting~~even toif ~~changes~~we inmake ~~our~~all ~~business~~principal and ininterest ~~the~~payments ~~industry~~when indue ~~which~~if we ~~operate~~breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

● ~~increased~~our ~~vulnerability~~immediate topayment ~~adverse~~of ~~changes~~all inprincipal ~~general~~and ~~economic~~accrued interest, ~~industry~~if ~~and~~any, ~~competitive~~if ~~conditions~~the ~~and~~debt ~~adverse~~is ~~changes~~payable inon ~~government regulation~~demand; ~~and~~

● ~~limitations on~~ our ~~ability~~inability to ~~borrow~~obtain necessary additional ~~amounts~~financing ~~for~~if ~~expenses,~~the ~~capital expenditures, acquisitions,~~ debt ~~service~~contains ~~requirements,~~covenants ~~execution~~restricting of our ~~strategy~~ability ~~and other purposes and other disadvantages compared~~ to ~~our~~obtain ~~competitors~~such ~~who~~financing ~~have~~while ~~less~~the debt. is outstanding;

41● our inability to pay dividends on our Class A ordinary shares;

We● ~~may~~using ~~only~~a besubstantial ~~able~~portion ~~to complete one business combination with the proceeds~~ of our ~~initial~~cash ~~public~~flow ~~offering~~to ~~and~~pay ~~the~~principal ~~sale~~and ofinterest ~~the~~on ~~private~~our ~~placement warrants~~debt, which will ~~cause~~reduce usthe tofunds beavailable ~~solely~~for ~~dependent~~ dividends on aour ~~single~~Class ~~business~~A ~~which~~ordinary ~~may~~shares ~~have~~if adeclared, ~~limited~~expenses, ~~number~~capital ofexpenditures, ~~products~~acquisitions orand ~~services.~~other ~~This~~general ~~lack~~corporate ~~of diversification may negatively impact our operations and profitability.~~purposes;

● ~~The~~limitations ~~net~~on ~~proceeds from the initial public offering and the sale of the private placement warrants provided us with up to $557,375,000 that we may use to complete~~ our ~~initial~~flexibility ~~business combination (after taking into account the $20,125,000 of deferred underwriting commissions being held~~ in ~~the~~planning ~~trust~~for ~~account~~ and ~~the~~reacting ~~expenses of our initial public offering). In addition, prior~~ to ~~the~~changes consummation of our initial public offering, we entered into a forward purchase agreement with the forward purchase investor pursuant to which the forward purchase investor has agreed to purchase up to $50,000,000 of forward purchase units in ~~a private placement concurrently with the closing of~~ our ~~initial~~ business combination. The proceeds from the sale of forward purchase units may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. The obligation to purchase the forward purchase units is subject to customary closing conditions, including that our initial business combination must be consummated substantially concurrently with, and immediately following, the purchase of forward purchase units. The number of forward purchase units to be purchased by the forward purchase investor will be subject to the forward purchase investor’s sole discretion. The obligations of the forward purchase investor under the forward purchase agreement do not depend on whether any Class A ordinary shares held by public shareholders are redeemed by us. The forward purchase shares will generally be identical to the Class A ordinary shares included in the ~~units sold~~industry in ~~our~~which ~~initial~~we public offering, except that they will be entitled to certain registration rights, as described herein. The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by the forward purchase investor or its permitted assignees and transferees.operate;

● Weincreased ~~may~~vulnerability ~~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~~adverse ~~our~~changes ~~initial~~in ~~business~~general ~~combination with more than one target business because of various factors~~economic, ~~including~~industry ~~the existence of complex accounting issues~~ and ~~the~~competitive ~~requirement~~conditions ~~that we prepare~~ and ~~file~~adverse ~~pro~~changes 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 economic, competitive and regulatory developments. 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~~government ~~industries~~regulation; ~~or different areas of a single industry. Accordingly, the prospects for our success may be:~~and

● ~~solely~~limitations ~~dependent~~on ~~upon~~our ~~the~~ability ~~performance~~to ofborrow aadditional ~~single~~amounts ~~business~~for expenses, ~~property~~capital orexpenditures, ~~asset;~~acquisitions, ordebt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

~~● dependent upon the development or market acceptance of a single or limited number of products, processes or services.~~41

~~This~~We ~~lack~~may ofonly ~~diversification~~be ~~may~~able ~~subject~~to uscomplete toone ~~numerous~~business combination with ~~economic,~~the ~~competitive~~proceeds of our initial public offering and ~~regulatory~~the ~~risks~~sale of the private placement warrants, ~~any~~which orwill ~~all~~cause ofus to be solely dependent on a single business which may have a ~~substantial~~limited ~~adverse~~number ~~impact~~of ~~upon~~products ~~the~~or ~~particular~~services. ~~industry~~This ~~in which~~lack weof diversification may ~~operate~~negatively ~~subsequent~~impact to our ~~initial~~operations and ~~business combination~~profitability.

42The net proceeds from the initial public offering and the sale of the private placement warrants provided us with up to $557,375,000 that we may use to complete our initial business combination (after taking into account the $20,125,000 of deferred underwriting commissions being held in the trust account and the expenses of our initial public offering). In addition, prior to the consummation of our initial public offering, we entered into a forward purchase agreement with the forward purchase investor pursuant to which the forward purchase investor has agreed to purchase up to $50,000,000 of forward purchase units in a private placement concurrently with the closing of our initial business combination. The proceeds from the sale of forward purchase units may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. The obligation to purchase the forward purchase units is subject to customary closing conditions, including that our initial business combination must be consummated substantially concurrently with, and immediately following, the purchase of forward purchase units. The number of forward purchase units to be purchased by the forward purchase investor will be subject to the forward purchase investor’s sole discretion. The obligations of the forward purchase investor under the forward purchase agreement do not depend on whether any Class A ordinary shares held by public shareholders are redeemed by us. The forward purchase shares will generally be identical to the Class A ordinary shares included in the units sold in our initial public offering, except that they will be entitled to certain registration rights, as described herein. The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by the forward purchase investor or its permitted assignees and transferees.

We may ~~attempt~~effectuate toour ~~simultaneously~~initial ~~complete~~ business ~~combinations~~ combination with a single target business or multiple ~~prospective~~target ~~targets~~businesses simultaneously or within a short period of time. However, ~~which~~we may ~~hinder~~not ~~our~~be ~~ability~~able to ~~complete~~effectuate our initial business combination ~~and~~with ~~give~~more ~~rise~~than toone ~~increased~~target business because of various factors, including the existence of complex accounting ~~costs~~issues and ~~risks~~the requirement that ~~could~~we ~~negatively~~prepare ~~impact~~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 ~~operations~~initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and ~~profitability~~regulatory developments. 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:

● Ifsolely wedependent ~~determine~~upon ~~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~~performance ~~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 (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~~, itproperty ~~could~~or ~~negatively~~asset; ~~impact our profitability and results of operations.~~or

We● ~~may~~dependent ~~attempt~~upon tothe ~~complete~~development ~~our~~or ~~initial~~market ~~business~~acceptance ~~combination~~of ~~with~~ a ~~private~~single ~~company~~or ~~about~~limited ~~which~~number ~~little~~of ~~information is available~~products, ~~which~~processes ~~may~~or ~~result in a business combination with a company that is not as profitable as we suspected, if at all~~services.

This Inlack ~~pursuing~~of ~~our~~diversification ~~acquisition~~may ~~strategy,~~subject weus ~~may seek~~ to ~~effectuate~~numerous ~~our initial business combination with a privately held company. Very little public information generally exists about private companies~~economic, competitive and weregulatory ~~could~~risks, beany ~~required~~or toall ~~make~~of ~~our~~which ~~decision~~may onhave ~~whether to pursue~~ a ~~potential~~substantial ~~initial~~adverse ~~business~~impact ~~combination~~upon on the ~~basis~~ ofparticular ~~limited~~industry ~~information,~~in which we may ~~result~~operate insubsequent to aour initial business combination ~~with a company that is not as profitable as we suspected, if at all~~.

Our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.42

We may ~~structure~~attempt ~~our~~to ~~initial~~simultaneously ~~business~~complete ~~combination so that the post-~~business ~~combination~~ ~~company in which our public shareholders own shares will own less than 100% of the equity interests~~combinations orwith ~~assets~~multiple ofprospective ~~a target business~~targets, ~~but~~which wemay ~~will~~hinder only complete such business combination if the post-business combination company owns or acquires 50% or more of the 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-business combination company owns 50% or more of the voting securities of the target, our ~~shareholders~~ability ~~prior~~ to ~~the~~complete ~~completion of~~ our initial business combination ~~may~~and ~~collectively~~give ~~own~~rise ato ~~minority interest in~~increased ~~the~~costs ~~post-business combination company, depending on valuations ascribed to the target~~ and usrisks inthat ~~the business combination. For example, we~~ could ~~pursue~~negatively aimpact transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our ~~shareholders~~operations ~~immediately~~and ~~prior to such transaction could own less than a majority of our outstanding Class A ordinary shares subsequent to such transaction~~profitability. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

WeIf ~~may~~we ~~seek~~determine ~~business~~to ~~combination~~simultaneously ~~opportunities~~acquire ~~with~~several abusinesses ~~high~~that ~~degree~~are owned by different sellers, we will need for each of ~~complexity~~such sellers to agree that ~~require~~our ~~significant~~purchase ~~operational~~of ~~improvements~~its business is contingent on the simultaneous closings of the other business combinations, which ~~could~~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 (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or ~~prevent~~products usof ~~from~~the ~~achieving~~acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our ~~desired~~profitability and results of operations.

We may ~~seek~~attempt ~~business~~to ~~combination~~complete ~~opportunities with~~our ~~large,~~initial ~~highly~~business ~~complex~~combination ~~companies~~with a ~~that~~private wecompany ~~believe~~about ~~would~~which ~~benefit~~little ~~from~~information ~~operational~~is ~~improvements. While we intend to implement such improvements~~available, to ~~the~~which ~~extent~~may ~~that~~result ~~our~~in ~~efforts~~a ~~are~~business ~~delayed~~combination orwith wea ~~are~~company ~~unable~~that tois ~~achieve the desired improvements, the business combination may~~ not be as ~~successful~~profitable as we ~~anticipate~~suspected, if at all.

In Topursuing ~~the extent we complete~~ our ~~initial~~acquisition ~~business combination with a large complex business or entity with a complex operating structure~~strategy, we may ~~also~~seek beto ~~affected~~effectuate ~~by numerous risks inherent~~our ininitial ~~the operations of the~~ business combination with ~~which~~a weprivately ~~combine,~~held ~~which could delay or prevent us from implementing our strategy~~company. ~~Although~~Very ~~our management~~little ~~team~~public ~~will~~information ~~endeavor~~generally toexists ~~evaluate~~about ~~the~~private ~~risks inherent in a particular target business and its operations~~companies, and we ~~may~~could ~~not~~ be ~~able~~required to ~~properly~~ ~~ascertain~~make orour ~~assess~~decision ~~all~~on ofwhether ~~the~~to ~~significant~~pursue ~~risk~~a ~~factors~~potential ~~until~~initial ~~we complete our~~ business combination. Ifon ~~we are not able to achieve our desired operational improvements, or~~ the ~~improvements~~basis ~~take~~of ~~longer~~limited ~~to implement than anticipated~~information, ~~we may not achieve the gains that~~ wewhich ~~anticipate. Furthermore, some of these risks and complexities~~ may beresult ~~outside~~in ofa ~~our~~business ~~control~~combination ~~and leave us~~ with noa ~~ability~~company ~~to control or reduce the chances~~ that ~~those~~is ~~risks and complexities will adversely impact a target business. Such combination may~~ not be as ~~successful~~ profitable as awe ~~combination with a smaller~~suspected, ~~less~~if ~~complex~~at ~~organization~~all.

43Our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.

We domay ~~not~~structure ~~have~~our ainitial ~~specified~~business ~~maximum~~combination ~~redemption~~so ~~threshold.~~that ~~The~~the post-business combination ~~absence~~company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a ~~redemption~~controlling ~~threshold~~interest ~~may~~in ~~make~~the ittarget ~~possible~~business sufficient for us not to ~~complete~~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-business combination company owns 50% or more of the voting securities of the target, our shareholders prior to the completion of our initial business combination ~~with~~may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other ~~majority~~equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders doimmediately prior to such transaction could own less than a majority of our outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not ~~agree~~be able to maintain control of the target business.

We Our amended and restated memorandum and articles of association does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). As a result, we may ~~be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we~~ seek ~~shareholder approval of our initial~~ business combination ~~and~~opportunities ~~do not conduct redemptions in connection~~ with ~~our~~a ~~initial~~high ~~business combination pursuant to the tender~~degree ~~offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any~~ of ~~their~~complexity ~~affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares~~ that ~~are~~ ~~validly~~require ~~submitted~~significant ~~for~~operational ~~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~~improvements, wewhich ~~will~~could ~~not~~delay ~~complete the business combination~~ or ~~redeem~~prevent ~~any~~us ~~shares,~~from ~~all Class A~~achieving ~~ordinary~~our ~~shares~~desired ~~submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination~~results.

InWe ~~order~~may toseek ~~effectuate an initial~~ business combination, ~~blank check~~opportunities ~~companies~~with ~~have~~large, inhighly ~~the~~complex companies ~~recent~~that ~~past,~~we ~~amended~~believe ~~various~~would ~~provisions~~benefit offrom ~~their~~operational ~~charters and other governing instruments, including their warrant agreements~~improvements. WeWhile ~~may~~we ~~seek~~intend to ~~amend~~implement ~~our~~such ~~amended~~improvements, ~~and~~to ~~restated~~the ~~memorandum~~extent ~~and~~that our ~~articles~~efforts ofare ~~association~~delayed or ~~governing~~we ~~instruments~~are inunable ~~a manner~~to ~~that~~achieve ~~will~~the ~~make~~desired itimprovements, ~~easier~~the ~~for us to complete our initial~~ business combination ~~that~~may ~~our~~not ~~shareholders~~be ~~may~~as ~~not~~successful ~~support~~as we anticipate.

To Inthe ~~order~~extent towe ~~effectuate~~complete aour initial business combination~~, blank~~ ~~check~~with ~~companies~~a ~~have,~~large complex inbusiness ~~the~~or ~~recent~~entity ~~past,~~with ~~amended~~a ~~various~~complex ~~provisions~~operating ~~of their charters and governing instruments~~structure, ~~including~~we ~~their warrant~~may ~~agreements.~~also ~~For~~be ~~example,~~affected ~~blank~~by ~~check~~numerous ~~companies~~risks ~~have~~inherent ~~amended~~in the ~~definition~~operations of ~~business combination, increased redemption thresholds,~~ ~~extended~~ the ~~time to consummate a~~ business ~~combination and,~~ with ~~respect~~which towe ~~their warrants~~combine, ~~amended~~which ~~their~~could ~~warrant~~delay ~~agreements~~or toprevent ~~require the~~us ~~warrants~~from toimplementing beour ~~exchanged for cash and/or other securities~~strategy. ~~Amending~~Although our ~~amended~~management ~~and~~team ~~restated memorandum and articles of association~~will ~~require~~endeavor atto ~~least~~evaluate athe ~~special~~risks ~~resolution~~inherent ofin ~~our shareholders as~~ a ~~matter~~particular oftarget ~~Cayman~~business ~~Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend~~ and ~~vote~~its atoperations, awe ~~general~~may ~~meeting~~not ofbe ~~the~~able ~~company,~~to ~~and~~properly ~~amending~~ascertain ~~our warrant agreement will~~or ~~require~~assess aall ~~vote~~ of ~~holders~~the ofsignificant atrisk ~~least~~factors ~~50%~~until ofwe ~~the~~complete ~~public~~our ~~warrants~~business ~~and,~~combination. ~~solely~~If ~~with~~we ~~respect~~are tonot ~~any~~able ~~amendment~~ to ~~the~~achieve ~~terms~~our ofdesired ~~the private~~operational ~~placement~~improvements, ~~warrants~~ or ~~any provision of~~ the ~~warrant~~improvements ~~agreement~~take ~~with~~longer ~~respect~~ to ~~the~~implement ~~private~~than ~~placement warrants~~anticipated, ~~50%~~we ofmay ~~the~~not ~~number~~achieve of the ~~then~~ ~~outstanding~~gains ~~private~~that ~~placement~~we ~~warrants~~anticipate. ~~and~~Furthermore, ~~solely with respect to any amendment to the terms of the forward purchase warrants or~~ ~~any~~some ~~provision~~ of ~~the~~these ~~warrant~~risks ~~agreement~~and ~~with~~complexities ~~respect~~may tobe ~~the~~outside ~~forward purchase warrants, 50%~~ of ~~the then-outstanding forward purchase warrants. In addition,~~ our ~~amended~~control and ~~restated~~leave ~~memorandum and articles of association require~~ us ~~to provide our public shareholders~~ with ~~the~~ ~~opportunity~~no toability ~~redeem their public shares for cash if we propose an amendment~~ to ~~our~~control ~~amended and restated memorandum and articles of association (A) that would modify the substance~~ or ~~timing~~reduce ~~of our obligation to provide holders of our Class A ordinary shares~~ the ~~right~~chances ~~to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if~~that wethose dorisks ~~not~~and ~~complete~~complexities ~~our~~will ~~initial~~adversely ~~business~~impact ~~combination~~a ~~within~~target ~~24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial~~ business ~~combination activity~~. ToSuch ~~the~~combination ~~extent~~may ~~any~~not ~~of such amendments would~~ be ~~deemed~~as tosuccessful ~~fundamentally~~as ~~change~~a ~~the~~combination ~~nature of any of the securities offered through~~with ~~our~~a ~~registration statement~~smaller, weless ~~would~~complex ~~register, or seek an exemption from registration for, the affected securities~~organization.

4443

~~The~~We ~~provisions~~do ofnot ~~our~~have 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 a ~~special~~specified ~~resolution~~maximum ~~which~~redemption ~~requires~~threshold. ~~the approval of the holders of~~The atabsence ~~least two-thirds~~ of ~~our~~such ~~ordinary shares who attend and vote at~~ a ~~general~~redemption ~~meeting of the company, which is a lower amendment~~ threshold ~~than~~ ~~that of some other blank check companies. It~~ may bemake ~~easier~~it possible for us, ~~therefore,~~ to ~~amend~~complete our ~~amended and restated memorandum and articles of association to facilitate the completion of an~~ initial business combination ~~that~~with ~~some~~which a substantial majority of our shareholders ~~may~~do not ~~support~~agree.

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination activity, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s shareholders. Our amended and restated memorandum and articles of association ~~provides~~does not ~~that~~provide ~~any~~a ofspecified ~~its~~maximum ~~provisions~~redemption ~~related~~threshold, toexcept ~~pre-business combination~~that ~~activity~~in ~~(including~~no ~~the~~event ~~requirement~~will towe ~~deposit proceeds~~redeem of our ~~initial~~ public ~~offering~~shares ~~and~~in ~~the~~an ~~sale~~amount ofthat ~~the~~would cause ~~private~~our ~~placement~~net ~~warrants~~tangible ~~into~~assets ~~the~~to ~~trust~~be ~~account~~less ~~and~~than ~~not~~$5,000,001 ~~release~~(so ~~such~~that ~~amounts except~~we indo ~~specified~~not ~~circumstances,~~then ~~and~~become tosubject ~~provide redemption rights~~ to ~~public~~the ~~shareholders~~SEC’s as“penny ~~described herein~~stock” rules). ~~may~~As bea ~~amended if approved by special resolution~~result, ~~meaning~~we ~~holders~~may ofbe atable ~~least~~to ~~two-thirds of~~complete our ~~ordinary~~initial ~~shares~~business ~~who~~combination ~~attend~~even ~~and~~though ~~vote at~~ a ~~general~~substantial ~~meeting~~majority of ~~the~~ ~~company,~~our ~~and~~public ~~corresponding~~shareholders do ~~provisions~~not ofagree ~~the~~with ~~trust agreement governing~~ the ~~release~~transaction ofand ~~funds~~have ~~from~~redeemed ~~our~~their ~~trust~~shares ~~account~~or, ~~may be amended~~ if ~~approved~~we byseek ~~holders~~shareholder ofapproval ~~at least 65%~~ of our ~~ordinary~~initial ~~shares;~~business ~~provided that the provisions of our amended~~ combination and ~~restated~~do ~~memorandum~~not ~~and articles~~conduct ofredemptions ~~association~~in ~~governing~~connection ~~the~~with ~~appointment or removal of directors prior to~~ our initial business combination ~~may~~pursuant ~~only~~to bethe ~~amended by~~tender aoffer ~~special~~rules, ~~resolution~~have ~~passed~~entered byinto privately ~~holders~~negotiated ~~representing~~agreements atto ~~least~~sell ~~two-thirds of~~their ~~our outstanding Class B ordinary~~ shares. ~~Our~~to ~~initial shareholders~~our sponsor, ~~and their permitted transferees~~officers, ~~if any~~directors, ~~who~~advisors ~~collectively~~or ~~beneficially~~any ~~own,~~of ontheir anaffiliates. ~~as-converted basis,~~In ~~20%~~the event ofthe ~~our~~aggregate ~~Class A ordinary~~cash ~~shares,~~consideration ~~will~~we ~~participate~~would inbe ~~any~~required ~~vote~~ to ~~amend~~pay ~~our~~for ~~amended~~all ~~and~~Class A ~~restated~~ordinary ~~memorandum~~shares ~~and~~that ~~articles~~are ofvalidly ~~association~~submitted ~~and/or trust agreement~~for ~~and~~redemption ~~have~~plus ~~the discretion to vote in~~ any ~~manner~~amount ~~they~~required ~~choose.~~to Assatisfy acash ~~result,~~conditions wepursuant ~~may be able~~ to ~~amend~~ the ~~provisions~~terms of ~~our~~the ~~amended~~proposed ~~and restated memorandum and articles of association which govern our pre-~~business combination ~~behavior~~exceed ~~more~~the ~~easily~~aggregate amount ~~than~~of ~~some~~cash ~~other~~available ~~blank~~to ~~check companies~~us, ~~and~~we ~~this~~will ~~may~~not ~~increase our ability to~~ complete athe business combination ~~with~~or ~~which~~redeem ~~you~~any doshares, ~~not~~all ~~agree.~~Class A ~~Our~~ordinary ~~shareholders~~shares ~~may pursue~~submitted ~~remedies~~for ~~against~~redemption uswill ~~for~~be ~~any~~returned ~~breach~~to ofthe ~~our~~holders ~~amended~~thereof, and ~~restated~~we ~~memorandum~~instead ~~and~~may ~~articles~~search offor ~~association~~an alternate business combination.

In ~~Our~~order ~~sponsor, executive officers and directors have agreed, pursuant~~ to aeffectuate ~~written~~an ~~agreement~~initial ~~with~~business uscombination, ~~that they will not propose any amendment to our amended and restated memorandum~~blank ~~and~~check ~~articles~~companies ~~of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to~~ have, ~~their shares redeemed~~ in ~~connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from~~ the ~~closing~~recent ofpast, ~~our~~amended ~~initial~~various ~~public~~provisions ~~offering or (B) with respect to any other provision relating to the rights~~ of ~~holders of our Class A ordinary shares or pre-initial business combination activity; unless we provide our public shareholders with the opportunity to redeem~~ their ~~Class A~~charters ~~ordinary~~and ~~shares~~other ~~upon approval~~governing ~~of any such amendment at a per-share price~~instruments, ~~payable~~including ~~in cash, equal to the aggregate amount then on deposit in the trust~~their ~~account,~~warrant ~~including~~agreements. ~~interest~~We ~~earned~~may onseek ~~the funds held in the trust account and not previously released~~ to usamend ~~to pay~~ our ~~income~~amended ~~taxes,~~and ~~if any,~~restated ~~divided~~memorandum byand ~~the~~articles ~~number~~ of ~~the~~association ~~then-outstanding public shares. Our shareholders are not parties to,~~ or ~~third-party beneficiaries of,~~governing ~~these~~instruments ~~agreements~~in ~~and, as~~ a manner ~~result,~~that will ~~not~~make ~~have~~it ~~the~~easier ~~ability~~for us to ~~pursue~~complete ~~remedies against~~ our ~~sponsor,~~initial ~~executive~~business ~~officers,~~combination ~~and~~that ~~directors for any breach of these agreements. As a result, in the event of a breach,~~ our shareholders ~~would~~may ~~need~~not ~~to pursue a shareholder derivative action, subject to applicable law~~support.

WeIn ~~may~~order beto ~~unable~~effectuate toa ~~obtain~~business ~~additional~~combination, ~~financing~~blank tocheck ~~complete~~companies have, ~~our~~in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. ~~initial~~For example, blank check companies have amended the definition of business combination, orincreased redemption thresholds, extended the time to ~~fund~~consummate a business combination and, with respect to their warrants, amended their warrant agreements to require the ~~operations~~warrants to be exchanged for cash and/or ~~growth~~other securities. Amending our amended and restated memorandum and articles of association require at least a ~~target~~special ~~business~~resolution of our shareholders as a matter of Cayman Islands law, ~~which~~meaning ~~could~~the ~~compel~~approval usof holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to ~~restructure~~any amendment to the terms of the private placement warrants or ~~abandon~~any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private aplacement ~~particular~~warrants ~~business~~and, ~~combination~~solely with respect to any amendment to the terms of the forward purchase warrants or any provision of the warrant agreement with respect to the forward purchase warrants, 50% of the then-outstanding forward purchase warrants. IfIn addition, our amended and restated memorandum and articles of association require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we ~~are~~propose ~~unable~~an amendment to ~~complete~~our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination, or to redeem 100% of our public ~~shareholders~~shares ~~may~~if ~~receive~~we do not complete our initial ~~only~~business ~~approximately~~combination ~~$10.00~~within ~~per~~24 months from the closing of our initial public ~~share,~~offering or ~~less~~(B) with inrespect ~~certain~~to ~~circumstances,~~any onother provision relating to the ~~liquidation~~rights of holders of our ~~trust~~Class A ~~account~~ordinary ~~and~~shares or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through our ~~warrants~~registration statement, ~~will~~we ~~expire~~would ~~worthless~~register, or seek an exemption from registration for, the affected securities.

Although we believe that the net proceeds of our initial public offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business combination, because we have not yet selected any prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the private placement warrants 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. Such financing may not be available on acceptable terms, if at all. The current economic environment may make difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.44

45The 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 a special resolution which requires the approval of the holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, 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 to facilitate the completion of an initial business combination that some of our shareholders may not support.

Our ~~initial shareholders own~~sponsor, onexecutive anofficers ~~as-converted basis, 20% of our issued~~ and ~~outstanding~~directors ~~ordinary~~have ~~shares. Accordingly~~agreed, ~~they~~pursuant to ~~may exert~~ a ~~substantial~~written ~~influence~~agreement onwith ~~actions requiring a shareholder vote~~us, ~~potentially in a manner~~ that ~~you~~they dowill not ~~support,~~propose ~~including~~any ~~amendments~~amendment to our amended and restated memorandum and articles of association. If(A) that would modify the substance or timing of our ~~initial~~obligation ~~shareholders~~to ~~purchase~~provide ~~any~~holders ~~additional~~of our Class A ordinary shares in the ~~aftermarket~~right to orhave intheir ~~privately~~shares ~~negotiated~~redeemed ~~transactions, this~~in ~~would~~connection ~~increase~~with ~~their~~our ~~control.~~initial ~~Neither~~business ~~our~~combination ~~sponsor~~or ~~nor,~~ to ~~our~~redeem ~~knowledge,~~100% ~~any~~ of our ~~officers~~public orshares ~~directors,~~if ~~have~~we ~~any~~do ~~current intention~~not tocomplete ~~purchase~~our ~~additional~~initial ~~securities,~~business ~~other~~combination ~~than~~within as24 months ~~disclosed~~from inthe ~~this~~closing ~~Report.~~of ~~Factors~~our ~~that~~initial ~~would~~public beoffering ~~considered~~or in(B) with ~~making such additional~~respect ~~purchases~~to ~~would~~any ~~include~~other ~~consideration~~provision ofrelating to the ~~current~~rights ~~trading~~of ~~price~~holders of our Class A ordinary shares. Inor ~~addition,~~pre-initial business ~~our board of directors,~~combination ~~whose~~activity; ~~members~~unless ~~were~~we ~~elected~~provide by our ~~sponsor,~~public isshareholders ~~and~~with ~~will~~the beopportunity ~~divided~~to ~~into~~redeem ~~three~~their ~~classes,~~Class A ~~each~~ordinary ofshares ~~which~~upon ~~will~~approval ~~generally serve for a term~~ of ~~three~~any ~~years~~such ~~with~~amendment ~~only~~at ~~one~~a ~~class~~per-share price, ofpayable ~~directors being elected~~ in ~~each~~cash, ~~year.~~equal ~~We may not hold an annual general meeting~~ to ~~elect new directors prior to~~ the ~~completion~~aggregate ofamount ~~our~~then ~~initial~~on ~~business~~deposit ~~combination,~~ in ~~which case all of~~ the ~~current~~trust ~~directors~~account, ~~will continue in office until~~including atinterest ~~least~~earned ~~the~~on ~~completion of~~ the ~~business~~funds ~~combination.~~held Ifin ~~there~~the istrust anaccount ~~annual~~and ~~general~~not ~~meeting,~~previously asreleased ato ~~consequence~~us ofto pay our ~~“staggered” board~~income ~~of directors~~taxes, ~~only~~if aany, ~~minority~~divided ofby the number ~~board~~ of ~~directors~~the ~~will~~then-outstanding public beshares. ~~considered~~Our ~~for~~shareholders ~~appointment~~are ~~and~~not ~~our~~parties ~~sponsor~~to, ~~because~~or third-party beneficiaries of, ~~its~~these ~~ownership~~agreements ~~position~~and, ~~will~~as ~~control~~a ~~the outcome~~result, aswill ~~only~~not ~~holders of our Class B ordinary shares~~ have the ~~right~~ability to ~~vote~~pursue onremedies ~~the~~against ~~appointment~~our ofsponsor, ~~directors and~~executive toofficers, ~~remove~~and directors ~~prior~~for toany ~~our~~breach ~~initial~~of these ~~business combination~~agreements. ~~Accordingly,~~As ~~our~~a ~~sponsor~~result, ~~will~~in ~~continue to exert control at least until~~ the ~~completion~~event of ~~our~~a ~~initial business combination. In addition~~breach, weour ~~have~~shareholders ~~agreed~~would ~~not~~need to ~~enter~~pursue ~~into~~ a ~~definitive~~shareholder ~~agreement~~derivative ~~regarding~~action, ansubject ~~initial~~to ~~business~~applicable ~~combination without the prior consent of our sponsor~~law.

We may ~~amend~~be ~~the~~unable ~~terms~~to ofobtain ~~the~~additional ~~warrants~~financing into acomplete ~~manner~~our initial ~~that~~business ~~may~~combination ~~be adverse~~or to ~~holders~~fund ofthe ~~public~~operations ~~warrants~~and ~~with~~growth ~~the~~of ~~approval~~a bytarget ~~the~~business, ~~holders~~which ofcould atcompel ~~least~~us ~~50%~~to ofrestructure ~~the~~or ~~then~~abandon a ~~outstanding~~particular ~~public~~business ~~warrants~~combination. AsIf awe ~~result, the~~are ~~exercise~~unable ~~price~~to ofcomplete ~~your~~our ~~warrants~~initial ~~could~~business ~~be increased~~combination, ~~the~~our ~~exercise~~public ~~period~~shareholders ~~could~~may bereceive only ~~shortened~~approximately ~~and~~$10.00 ~~the~~per ~~number~~public ofshare, ~~our~~or ~~Class A~~less ~~ordinary shares~~in ~~purchasable~~certain ~~upon~~circumstances, ~~exercise~~on ofthe aliquidation ~~warrant~~of ~~could~~our betrust ~~decreased,~~account ~~all~~and ~~without~~our ~~your~~warrants will ~~approval~~expire worthless.

Although ~~Our~~we ~~warrants~~believe ~~are~~that ~~issued~~the innet ~~registered~~proceeds ~~form~~of ~~under~~our initial public offering aand ~~warrant~~the ~~agreement~~sale ~~between~~of ~~Continental~~the ~~Stock~~private ~~Transfer &~~placement ~~Trust~~warrants ~~Company,~~will asbe ~~warrant~~sufficient ~~agent,~~to ~~and~~allow us. ~~The~~to ~~warrant~~complete ~~agreement~~our ~~provides~~initial business combination, because we ~~that~~have ~~the~~not ~~terms~~yet ofselected ~~the~~any ~~warrants~~prospective ~~may~~target bebusiness ~~amended~~we ~~without~~cannot ascertain the ~~consent~~capital ofrequirements for any ~~holder~~particular totransaction. ~~cure~~If the ~~any~~net ~~ambiguity~~proceeds orof ~~correct~~our ~~any~~initial ~~defective~~public ~~provision, but~~offering ~~requires~~and the ~~approval~~sale byof the ~~holders~~private ofplacement atwarrants ~~least~~prove ~~50%~~to ofbe ~~the~~insufficient, ~~then-outstanding public~~either ~~warrants~~because of tothe ~~make~~size ~~any~~of ~~change~~our ~~that~~initial ~~adversely affects~~business combination, the ~~interests~~depletion of the ~~registered~~available ~~holders~~net proceeds in search of ~~public~~a ~~warrants.~~target ~~Accordingly~~business, wethe ~~may~~obligation to ~~amend~~redeem ~~the~~for ~~terms~~cash a significant number of ~~the~~shares ~~public~~from ~~warrants~~shareholders who elect redemption in aconnection ~~manner adverse~~with toour ainitial ~~holder~~business ifcombination or ~~holders~~the terms of atnegotiated ~~least~~transactions ~~50%~~to ofpurchase ~~the~~shares ~~then-outstanding public~~in ~~warrants~~connection ~~approve~~with ofour ~~such~~initial ~~amendment~~business ~~and~~combination, ~~solely~~we ~~with respect~~may be required to seek ~~any~~additional ~~amendment~~financing or to abandon the ~~terms~~proposed ofbusiness ~~the~~combination. ~~private~~Such ~~placement~~financing ~~warrants~~may ornot ~~any~~be ~~provision~~available ofon ~~the~~acceptable ~~warrant~~terms, ~~agreement~~if at ~~with~~all. ~~respect~~The current economic environment may make difficult for companies to obtain acquisition financing. To the extent that additional ~~private~~financing ~~placement~~proves ~~warrants~~to be unavailable when needed to complete our initial business combination, ~~50%~~we ofwould ~~the~~be ~~number~~compelled ofto either restructure the ~~then~~transaction ~~outstanding~~or ~~private~~abandon ~~placement~~that ~~warrants~~particular business combination and seek an alternative target business candidate. ~~Although~~If we do not complete our ~~ability~~initial tobusiness ~~amend~~combination within the ~~terms of~~required ~~the~~time period, our public ~~warrants~~shareholders ~~with~~may ~~the~~receive ~~consent~~only ofapproximately at$10.00 ~~least~~per ~~50%~~public share, ofor less in certain circumstances, on the ~~then-outstanding public~~liquidation of our trust account and our warrants iswill ~~unlimited~~expire worthless. In addition, even ~~examples~~if ofwe ~~such~~do ~~amendments could~~not beneed ~~amendments~~additional financing to, ~~among~~complete ~~other~~our ~~things~~initial business combination, ~~increase~~we may require such financing to fund the ~~exercise~~operations or ~~price~~growth of the ~~warrants,~~target ~~convert~~business. ~~the~~The ~~warrants~~failure ~~into~~to ~~cash,~~secure ~~shorten~~additional financing could have a material adverse effect on the ~~exercise period~~continued development or ~~decrease~~growth of the ~~number~~target business. None of ~~Class A~~our ~~ordinary~~officers, ~~shares~~directors ~~purchasable~~or ~~upon~~shareholders ~~exercise~~is ofrequired ato ~~warrant~~provide any financing to us in connection with or after our initial business combination.

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.45

Our ~~warrant~~initial ~~agreement~~shareholders ~~provides~~control ~~that,~~a ~~subject to~~substantial ~~applicable~~interest ~~law, (i) any action, proceeding or claim against us arising out of or relating~~ in ~~any way to the warrant agreement,~~us ~~including under the Securities Act, will be brought~~ and ~~enforced~~thus inmay ~~the~~exert ~~courts~~a ofsubstantial ~~the~~influence ~~State~~on ofactions ~~New York~~requiring ora ~~the~~shareholder ~~United States District Court for the Southern District of New York~~vote, ~~and~~potentially ~~(ii) that~~in wea ~~irrevocably~~manner ~~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~~you ~~courts~~do ~~represent~~not ~~an inconvenient forum~~support.

46Our initial shareholders own, on an as-converted basis, 20% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. If our initial shareholders purchase any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were elected by our sponsor, is and will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. We may not hold an annual general meeting to elect new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for appointment and our sponsor, because of its ownership position, will control the outcome, as only holders of our Class B ordinary shares have the right to vote on the appointment of directors and to remove directors prior to our initial business combination. Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

~~Notwithstanding~~We ~~the~~may ~~foregoing,~~amend ~~these provisions of~~ the ~~warrant~~terms ~~agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts~~ of the ~~United States~~warrants ~~of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest~~ in ~~any~~a ofmanner ~~our~~that ~~warrants~~may ~~shall~~ be adverse ~~deemed~~ to ~~have~~holders ~~notice~~ of ~~and~~public towarrants ~~have~~with ~~consented to~~ the ~~forum~~approval ~~provisions in~~by ~~our warrant agreement. If any action,~~ the ~~subject~~holders ~~matter~~ of ~~which~~at isleast ~~within~~50% ~~the scope the forum provisions~~ of the ~~warrant~~then ~~agreement, is~~outstanding ~~filed~~public inwarrants. aAs ~~court other than~~ a ~~court of the State of New York or the United States District Court for the Southern District~~result, ~~of New York (a “foreign action”) in~~ the ~~name~~exercise ofprice ~~any holder~~ of ~~our~~your warrants, ~~such~~could ~~holder shall~~ be ~~deemed~~increased, ~~to have consented to: (x)~~ the ~~personal~~exercise ~~jurisdiction~~period ofcould ~~the~~be ~~state~~shortened and ~~federal courts located in~~ the ~~State~~number of ~~New~~our Class ~~York~~A ~~in connection with any action~~ordinary ~~brought~~shares inpurchasable ~~any~~upon ~~such~~exercise ~~court to enforce the forum provisions (an “enforcement action”), and (y) having service~~ of ~~process made~~a ~~upon such~~ warrant ~~holder~~could inbe ~~any~~decreased, ~~such~~all ~~enforcement~~without ~~action~~your ~~by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder~~approval.

Our ~~This~~warrants ~~choice-of-forum provision~~are ~~may~~issued ~~limit~~ in registered form under a warrant ~~holder’s~~agreement between ~~ability~~Continental toStock ~~bring~~Transfer & aTrust ~~claim~~Company, inas awarrant ~~judicial~~agent, ~~forum~~and us. The warrant agreement provides that itthe ~~finds~~terms ~~favorable~~of the ~~for~~warrants ~~disputes~~may ~~with~~be ~~our~~amended ~~company~~without the consent of any holder to cure any ambiguity or correct any defective provision, ~~which~~but ~~may~~requires the ~~discourage~~approval ~~such~~by ~~lawsuits~~the holders of at least 50% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. ~~Alternatively~~Accordingly, ifwe may amend the terms of the public warrants in a ~~court~~manner ~~were~~adverse to ~~find~~a ~~this~~holder if ~~provision~~holders of ~~our~~at ~~warrant~~least ~~agreement~~50% ~~inapplicable~~of orthe ~~unenforceable~~ then-outstanding public warrants approve of such amendment and, solely with respect to ~~one~~any oramendment to ~~more~~the terms of the ~~specified~~private ~~types~~placement warrants or any provision of ~~actions~~the orwarrant ~~proceedings~~agreement with respect to the private placement warrants, 50% weof ~~may~~the ~~incur~~number ~~additional~~of ~~costs~~the ~~associated~~then ~~with~~outstanding ~~resolving~~private placement warrants. Although our ability to amend the terms of the public warrants with ~~such~~the ~~matters~~consent inof ~~other~~at ~~jurisdictions~~least 50% of the then-outstanding public warrants is unlimited, ~~which~~examples ~~could~~of ~~materially~~such ~~and~~amendments ~~adversely~~could ~~affect~~be ~~our~~amendments to, ~~business~~among other things, ~~financial~~increase ~~condition~~the ~~and~~exercise ~~results~~price of ~~operations and~~the ~~result~~warrants, inconvert athe ~~diversion~~warrants ofinto cash, shorten the ~~time~~exercise ~~and~~period ~~resources~~or decrease the number of ~~our~~Class A ~~management~~ordinary ~~and~~shares ~~board~~purchasable upon exercise of ~~directors~~a warrant.

WeOur ~~may~~warrant ~~redeem~~agreement ~~your~~designates ~~unexpired~~the ~~warrants~~courts ~~prior~~of tothe ~~their~~State ~~exercise~~of New York ator athe ~~time~~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 ismay ~~disadvantageous~~be toinitiated ~~you,~~by ~~thereby~~holders ~~making~~of ~~your~~our warrants, ~~worthless~~which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

WeOur ~~have~~warrant ~~the~~agreement ~~ability~~provides tothat, ~~redeem~~subject ~~outstanding warrants at any time after they become exercisable and prior~~ to ~~their~~applicable ~~expiration~~law, ~~at a price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share~~ (~~as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like~~i) ~~for any 20 trading days within a 30 trading-day~~ ~~period ending on the third trading day prior to proper~~any ~~notice~~action, ofproceeding ~~such~~or ~~redemption~~claim ~~and~~against ~~provided that certain other conditions are met. If and when the warrants become redeemable by~~ us, wearising ~~may exercise~~out ~~our~~of ~~redemption~~or ~~right~~relating ~~even~~in ifany weway ~~are unable~~ to ~~register or qualify~~ the ~~underlying~~warrant ~~securities~~agreement, ~~for~~including ~~sale~~ under ~~all~~the ~~applicable state~~Securities ~~securities~~Act, ~~laws.~~will Asbe abrought ~~result,~~and weenforced ~~may~~in ~~redeem~~ the ~~warrants~~courts asof ~~set~~the ~~forth~~State ~~above~~of ~~even~~New York ifor the ~~holders~~United States ~~are~~District ~~otherwise~~Court ~~unable~~for ~~to exercise~~ the ~~warrants.~~Southern ~~Redemption~~District of ~~the~~New York, ~~outstanding~~and ~~warrants could force you to~~ (iii) ~~exercise~~that ~~your~~we ~~warrants~~irrevocably ~~and~~submit ~~pay the exercise price therefor at a time when it may be disadvantageous for you~~ to dosuch sojurisdiction, ~~(ii) sell~~which ~~your~~jurisdiction ~~warrants~~shall atbe the ~~then-current market~~exclusive ~~price when you might otherwise~~forum ~~wish~~for toany ~~hold~~such ~~your~~action, ~~warrants~~proceeding or ~~(iii) accept~~claim. ~~the~~We ~~nominal~~will ~~redemption~~waive ~~price~~any ~~which,~~objection ~~at the time the outstanding warrants are called for redemption, is likely~~ to besuch ~~substantially~~exclusive ~~less~~jurisdiction ~~than~~and ~~the~~that ~~market~~such ~~value~~courts ofrepresent ~~your~~an inconvenient ~~warrants~~forum.

In addition, we may redeem your warrants at any time after they become exercisable and prior to their expiration at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that 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. None of the private placement warrants or the forward purchase warrants are redeemable by us (except as described herein) so long as they are held by our sponsor or the forward purchase investor, as applicable, or their respective permitted transferees.46

47Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive 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 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.

~~Our~~This ~~warrants~~choice-of-forum provision may ~~have~~limit ana ~~adverse~~warrant ~~effect~~holder’s ability onto 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 ~~market~~specified ~~price~~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 ~~Class A~~business, ~~ordinary~~financial ~~shares~~condition and ~~make~~results itof ~~more~~operations ~~difficult~~and toresult ~~effectuate~~in a diversion of the time and resources of our ~~initial~~management ~~business~~and ~~combination~~board of directors.

We issued public warrants to purchase 11,500,000 Class A ordinary shares as part of the units offered by our initial public offering and, simultaneously with the closing of our initial public offering, we issued in a private placement 9,333,333 private placement warrants at a price of $1.50 per warrant. We may ~~also~~redeem ~~issue up~~your tounexpired ~~1,000,000 forward purchase~~ warrants ~~pursuant~~prior to ~~the~~their ~~forward purchase agreement. In addition, if the sponsor makes any working capital~~exercise ~~loans, it may convert up to $1,500,000 of such loans into up to an additional 1,000,000 private placement warrants,~~ at ~~the price of $1.50 per warrant. Our public warrants are also redeemable by us for Class A ordinary shares. To the extent we issue ordinary shares to effectuate~~ a ~~business~~time ~~transaction,~~that ~~the~~is ~~potential~~disadvantageous ~~for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle~~ to ~~a target business. Such warrants~~you, ~~when~~thereby ~~exercised,~~making ~~will increase~~your ~~the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our~~ warrants ~~may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business~~worthless.

~~Because~~We ~~each~~have ~~unit~~the ~~contains~~ability ~~one-fifth~~to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of ~~one~~$0.01 per warrant, ~~and~~provided ~~only~~that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a ~~whole~~30 ~~warrant~~trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the warrants become redeemable by us, we may beexercise ~~exercised~~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 ~~units~~warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be ~~worth~~substantially less than ~~units~~the ofmarket ~~other~~value ~~blank~~of ~~check~~your ~~companies~~warrants.

In ~~Each~~addition, ~~unit~~we ~~contains~~may ~~one-fifth of~~redeem ~~one~~your ~~warrant. Pursuant~~warrants toat ~~the~~any ~~warrant~~time ~~agreement,~~after nothey ~~fractional~~become exercisable ~~warrants~~and ~~were~~prior ~~issued~~to ~~upon~~their ~~separation~~expiration ofat ~~the~~a ~~units,~~price ~~and~~of ~~only whole units trade~~$0.10 ~~If,~~per warrant upon ~~exercise~~ ~~of the warrants,~~ a ~~holder~~minimum ~~would~~of be30 days’ ~~entitled~~prior towritten ~~receive~~notice aof redemption ~~fractional~~provided ~~interest~~that inholders awill ~~share,~~be weable ~~will,~~to ~~upon~~ exercise, ~~round~~their ~~down~~warrants prior to ~~the~~ ~~nearest~~redemption ~~whole~~for ~~number~~a ~~the~~ number of Class A ordinary shares determined tobased beon ~~issued to~~ the ~~warrant~~redemption ~~holder.~~date ~~This~~and isthe ~~different~~fair ~~from~~market ~~other~~value ~~offerings similar~~of toour ~~ours~~Class A ~~whose units include one~~ ordinary ~~share~~shares. ~~and~~The ~~one~~value ~~warrant~~received toupon ~~purchase~~exercise of ~~one~~the ~~whole~~warrants ~~share.~~(1) may Webe ~~have~~less ~~established~~than the ~~components of~~value the ~~units~~holders inwould ~~this~~have ~~way~~received inif ~~order~~they tohad ~~reduce~~exercised ~~the~~their ~~dilutive~~warrants ~~effect~~at ofa later time where the ~~warrants~~underlying ~~upon~~share ~~completion~~price ofis ahigher ~~business~~and ~~combination~~(2) may ~~since~~not compensate the ~~warrants will~~holders befor ~~exercisable~~the invalue of the ~~aggregate~~warrants, ~~for~~including ~~one-fifth of~~ because the number of ordinary shares ~~compared~~received tois ~~units~~capped ~~that~~at ~~each~~0.361 ~~contain~~Class A aordinary ~~whole~~shares per warrant (subject to adjustment) irrespective ~~purchase~~of ~~one~~the ~~share,~~remaining ~~thus~~life ~~making~~of ~~us,~~the wewarrants. ~~believe,~~None aof ~~more~~the ~~attractive~~private ~~merger~~placement ~~partner~~warrants ~~for~~or ~~target~~the ~~businesses.~~forward ~~Nevertheless,~~purchase ~~this~~warrants ~~unit~~are ~~structure~~redeemable by us (except ~~may~~as ~~cause~~described ~~our~~herein) ~~units~~so tolong beas ~~worth~~they ~~less~~are ~~than~~held ifby itour ~~included~~sponsor aor ~~warrant~~the toforward purchase ~~one~~investor, ~~whole~~as ~~share~~applicable, or their respective permitted transferees.

~~A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.~~47

Our ~~Unlike~~warrants ~~most~~may ~~blank~~have ~~check~~an ~~companies,~~adverse ifeffect ~~(i) we issue~~on ~~additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with~~ the ~~closing of~~market ~~our~~price ~~initial business combination (other than the forward purchase securities) at a Newly Issued Price~~ of ~~less than $9.20 per ordinary~~ ~~share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of~~ our ~~initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii)~~Class ~~the~~A ~~Market~~ordinary ~~Value~~shares ~~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 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. This may make it more difficult ~~for us~~ to ~~consummate~~effectuate anour initial business combination ~~with a target business~~.

~~Because~~We weissued ~~must~~public ~~furnish~~warrants to purchase 11,500,000 Class A ordinary shares as part of the units offered by our ~~shareholders~~initial public offering and, simultaneously with ~~target~~the ~~business~~closing of our initial public offering, ~~financial~~we ~~statements~~issued in a private placement 9,333,333 weprivate placement warrants at a price of $1.50 per warrant. We may ~~lose~~also issue up to 1,000,000 forward purchase warrants pursuant to the ~~ability~~forward purchase agreement. In addition, if the sponsor makes any working capital loans, it may convert up to ~~complete~~$1,500,000 of such loans into up to an ~~otherwise~~additional ~~advantageous~~1,000,000 ~~initial~~private placement warrants, at the price of $1.50 per warrant. Our public warrants are also redeemable by us for Class A ordinary shares. To the extent we issue ordinary shares to effectuate a business ~~combination~~transaction, ~~with~~the ~~some~~potential ~~prospective~~for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target ~~businesses~~business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

Because ~~The~~each ~~federal~~unit ~~proxy~~contains ~~rules~~one-fifth ~~require~~of ~~that~~one awarrant ~~proxy statement with respect to a vote on our proposed business combination include historical~~ and~~/or~~ ~~pro forma financial statement disclosure.~~only Wea ~~will~~whole ~~include~~warrant ~~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~~exercised, ~~or be reconciled to, accounting principles generally accepted in~~ the ~~United States~~units of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be ~~required~~ toworth beless ~~audited~~than inunits ~~accordance with the standards~~ of ~~the~~other ~~Public~~blank ~~Company~~check ~~Accounting Oversight Board (United States), or PCAOB~~companies. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within 24 months from the closing of our initial public offering.

48Each unit contains one-fifth of one warrant. Pursuant to the warrant agreement, no fractional warrants were issued upon separation of the units, and only whole units trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-fifth of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.

WeA ~~are~~provision ~~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~~warrant ~~less~~agreement ~~attractive to investors and~~ may make it more difficult for us to ~~compare~~consummate ~~our~~an ~~performance~~initial ~~with~~business ~~other public companies~~combination.

Unlike Wemost ~~are~~blank ancheck ~~“emerging~~companies, ~~growth~~if ~~company” within~~(i) we ~~the~~issue ~~meaning~~additional Class A ofordinary ~~the~~shares ~~Securities~~or ~~Act,~~equity-linked securities asfor ~~modified~~capital byraising ~~the~~purposes ~~JOBS~~in ~~Act,~~connection ~~and~~with wethe ~~may~~closing ~~take~~of ~~advantage~~our ofinitial business ~~certain~~combination ~~exemptions~~(other ~~from~~than ~~various~~the ~~reporting requirements~~forward ~~that~~purchase ~~are~~securities) ~~applicable~~at toa ~~other~~Newly ~~public~~Issued ~~companies~~Price ~~that~~of ~~are~~less ~~not~~than ~~“emerging~~$9.20 ~~growth~~per ~~companies”~~ordinary ~~including~~share, ~~but not limited~~(ii) the ~~to,~~aggregate ~~not~~gross ~~being~~proceeds ~~required~~from tosuch ~~comply~~issuances ~~with~~represent ~~the~~more ~~auditor~~than ~~attestation~~60% ~~requirements~~ of ~~Section 404~~the oftotal ~~the~~equity ~~Sarbanes-Oxley Act~~proceeds, ~~reduced disclosure obligations regarding executive compensation in our periodic reports~~ and ~~proxy~~interest ~~statements~~thereon, ~~and~~available ~~exemptions from~~ for the ~~requirements~~ funding of ~~holding~~our ainitial ~~nonbinding~~business ~~advisory~~combination ~~vote~~ on ~~executive~~the ~~compensation~~date ~~and~~of ~~shareholder~~the ~~approval~~consummation of ~~any~~our ~~golden~~initial ~~parachute~~business ~~payments~~combination ~~not~~(net ~~previously approved.~~of ~~As a result~~redemptions), and ~~our~~(iii) the ~~shareholders~~Market ~~may~~Value ~~not~~is ~~have~~below ~~access~~$9.20 toper ~~certain~~share, ~~information~~then ~~they~~the ~~may~~exercise ~~deem~~price ~~important.~~of Wethe ~~could~~warrants will be anadjusted ~~emerging growth company for up~~ to ~~five~~be ~~years,~~equal ~~although circumstances could cause us~~ to ~~lose~~115% of ~~that status earlier, including if~~ the ~~market~~higher ~~value~~ of ~~our Class A~~the ~~ordinary~~Market ~~shares~~Value ~~held~~and bythe ~~non-affiliates equals~~Newly orIssued ~~exceeds $700~~Price,~~000,000~~ asand ofthe ~~any~~$18.00 ~~June~~per 30share ~~before~~redemption ~~that~~trigger ~~time,~~prices inwill ~~which~~be ~~case~~adjusted (to wethe ~~would~~nearest nocent) ~~longer~~to be anequal ~~emerging~~to ~~growth~~180% ~~company as~~ of the ~~following~~higher ~~December~~of ~~31.~~the WeMarket ~~cannot~~Value ~~predict~~and ~~whether~~the ~~investors~~Newly ~~will~~Issued ~~find~~Price, ~~our~~and ~~securities less~~the ~~attractive because we will rely on these exemptions~~$10.00 Ifper ~~some~~share ~~investors~~redemption trigger ~~find~~price ~~our~~will ~~securities~~be ~~less~~adjusted ~~attractive~~(to asthe anearest ~~result~~cent) ofto ~~our~~be ~~reliance on~~equal ~~these~~to ~~exemptions,~~ the ~~trading~~higher ~~prices~~ of ~~our~~the ~~securities~~Market ~~may~~Value beand ~~lower~~the ~~than~~Newly ~~they~~Issued ~~otherwise~~Price. ~~would~~This ~~be, there~~ may make beit amore ~~less~~difficult ~~active trading market~~ for ~~our~~us ~~securities~~to ~~and~~consummate ~~the~~an ~~trading~~initial ~~prices~~business ofcombination ~~our~~with ~~securities~~a ~~may~~target ~~be more volatile~~business.

Because ~~Further,~~we ~~Section 102(b)(1)~~must offurnish ~~the~~our ~~JOBS Act~~shareholders ~~exempts emerging growth companies from being required to comply~~ with ~~new~~target ~~or revised~~ business financial ~~accounting standards until private companies (that is~~statements, ~~those~~we ~~that~~may ~~have~~lose ~~not had a Securities Act registration statement declared effective or do not have a class of securities registered under~~ the ~~Exchange~~ability ~~Act) are required~~ to ~~comply~~complete with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an ~~election~~otherwise toadvantageous ~~opt~~initial ~~out~~business iscombination 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~~some ~~public company which is neither an emerging growth company nor an emerging growth company which~~prospective ~~has~~target ~~opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used~~businesses.

The ~~Additionally,~~federal weproxy ~~are~~rules require that a ~~“smaller~~proxy ~~reporting company”~~statement aswith ~~defined~~respect to ina ~~Item 10(f)(1)~~vote ofon ~~Regulation~~our ~~S-K.~~proposed ~~Smaller~~business ~~reporting~~combination ~~companies~~include ~~may~~historical ~~take~~and/or ~~advantage~~pro offorma ~~certain~~financial ~~reduced~~statement disclosure. We will include the ~~obligations,~~same ~~including,~~financial ~~among~~statement ~~other~~disclosure ~~things~~in connection with our tender offer documents, ~~providing~~whether ~~only~~or ~~two~~not ~~years~~they ofare ~~audited~~required under the tender offer rules. These financial statements. Wemay ~~will~~be ~~remain~~required ato ~~smaller~~be ~~reporting company~~prepared ~~until~~in ~~the~~accordance ~~last~~with, ~~day~~or ofbe ~~the~~reconciled ~~fiscal~~to, ~~year~~accounting principles generally accepted in ~~which~~the ~~(1)~~United ~~the~~States ~~market~~of ~~value~~America, ofor ~~our~~GAAP, ~~ordinary~~or ~~shares~~international ~~held~~financial reporting standards as issued by ~~non-affiliates equals~~the International orAccounting ~~exceeds~~Standards ~~$250~~Board,~~000~~ or IFRS,~~000~~ asdepending ofon the ~~prior~~circumstances ~~June 30,~~ and ~~(2) our~~the ~~annual~~historical ~~revenues~~financial ~~exceeded~~statements ~~$100,000,000~~may ~~during~~be ~~such~~required ~~completed~~to ~~fiscal~~be audited ~~year~~in ~~and~~accordance with the ~~market~~standards ~~value~~ of ~~our~~the ~~ordinary~~Public ~~shares~~Company ~~held~~Accounting byOversight ~~non-affiliates~~Board (United ~~equals~~States), or ~~exceeds~~PCAOB. ~~$700,000,000~~These asfinancial ofstatement requirements may limit the ~~prior~~pool ~~June~~of ~~30.~~potential ~~To the~~target ~~extent~~businesses we ~~take~~may ~~advantage~~acquire ofbecause ~~such~~some ~~reduced~~targets ~~disclosure~~may ~~obligations,~~be itunable ~~may~~to ~~also~~provide ~~make~~such ~~comparison~~statements in oftime ~~our~~for ~~financial~~us to disclose such statements in accordance with ~~other~~federal proxy rules and complete our initial business combination within ~~public~~24 months ~~companies~~from ~~difficult~~the orclosing ~~impossible~~of our initial public offering.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.48

We 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, 2022. Only in the event we are ~~deemed to be a large accelerated filer or~~ an ~~accelerated filer and no longer qualify as an~~ emerging growth company, ~~will~~and wea besmaller ~~required~~reporting tocompany within ~~comply with~~ the ~~independent~~meaning ~~registered~~of ~~public~~the ~~accounting~~Securities ~~firm~~Act, ~~attestation requirement~~and onif ~~our internal control over financial reporting. The fact that~~ we ~~are~~take aadvantage ~~blank~~of ~~check~~certain ~~company~~exemptions ~~makes~~from ~~compliance~~disclosure ~~with the~~ requirements of ~~the~~available ~~Sarbanes-Oxley Act particularly burdensome on us as compared~~ to ~~other~~“emerging growth ~~public~~ companies” ~~because~~or a“smaller ~~target~~reporting ~~business~~companies,” ~~with~~this ~~which we~~could ~~seek~~make ~~to complete~~ our ~~initial~~securities ~~business~~less ~~combination~~attractive ~~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~~investors ~~compliance with the Sarbanes-Oxley Act~~and may ~~increase~~make ~~the~~it ~~time~~more ~~and~~difficult ~~costs~~to ~~necessary~~compare toour ~~complete~~performance ~~any~~with ~~such~~other ~~acquisition~~public companies.

49We 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 Class A ordinary shares held by non-affiliates equals or exceeds $700,000,000 as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

~~Because~~Further, weSection 102(b)(1) ~~are~~of ~~incorporated~~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 ~~laws~~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 ~~Cayman~~extended ~~Islands,~~transition period and comply with the requirements that apply to non-emerging growth companies but any such ~~you~~an ~~may~~election ~~face~~to ~~difficulties~~opt inout ~~protecting~~is ~~your~~irrevocable. ~~interests,~~We ~~and~~have ~~your~~elected ~~ability~~not to ~~protect~~opt ~~your~~out ~~rights~~of ~~through~~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 ~~U.S.~~new ~~federal~~or ~~courts~~revised standard at the time private companies adopt the new or revised standard. This may bemake comparison of our financial ~~limited~~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, Wewe are ana ~~exempted~~“smaller reporting company” ~~incorporated~~as ~~under~~defined ~~the~~in ~~laws~~Item 10(f)(1) of ~~the~~Regulation ~~Cayman~~S-K. ~~Islands~~Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. AsWe will remain a ~~result,~~smaller itreporting ~~may~~company beuntil ~~difficult~~the ~~for~~last day ~~investors~~of tothe ~~effect~~fiscal ~~service~~year in which (1) the market value of ~~process~~our ~~within~~ordinary shares held by non-affiliates equals or exceeds $250,000,000 as of the ~~United~~prior June ~~States~~30, and (2) our annual revenues exceeded $100,000,000 during such completed fiscal year and the market ~~upon~~value of our ~~directors~~ordinary shares held by non-affiliates equals or ~~executive~~exceeds ~~officers~~$700,000,000 oras ~~enforce~~of ~~judgments~~the ~~obtained~~prior inJune 30. To the ~~United States~~extent ~~courts~~we ~~against~~take advantage of such reduced disclosure obligations, it may also make comparison of our ~~directors~~financial statements with other public companies difficult or ~~officers~~impossible.

Compliance ~~Our~~obligations ~~corporate~~under ~~affairs and~~ the ~~rights~~Sarbanes-Oxley ~~of shareholders are governed by our amended and restated memorandum and articles of association, the Companies~~ Act ~~(as the same~~ may ~~be supplemented or~~make ~~amended~~it ~~from~~more ~~time~~difficult tofor ~~time)~~us ~~and the common law of the Cayman Islands. We will also be subject~~ to ~~the~~effectuate ~~federal~~a ~~securities~~business ~~laws of the United States. The rights of shareholders to take action against the directors~~combination, ~~actions~~require bysubstantial ~~minority~~financial ~~shareholders~~ and ~~the~~management 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 lawresources, ~~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~~increase ~~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~~ oftime ~~securities laws as compared to the United States,~~ and ~~certain~~costs ~~states, such as Delaware, may have more fully developed and judicially interpreted bodies~~ of ~~corporate~~completing ~~law.~~an ~~In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States~~acquisition.

Section 404 ~~Shareholders~~ of ~~Cayman~~the ~~Islands~~Sarbanes-Oxley Act ~~exempted~~requires ~~companies~~that we evaluate ~~like~~and ~~the~~report ~~company~~on ~~have~~our nosystem ~~general~~of ~~rights~~internal ~~under~~controls ~~Cayman~~beginning ~~Islands~~with ~~law~~our toAnnual ~~inspect~~Report ~~corporate~~on ~~records~~Form 10-K for orthe toyear ~~obtain~~ending ~~copies~~December 31, 2022. ofOnly in the ~~register~~event ofwe ~~members of~~are ~~these~~deemed ~~companies.~~to ~~Our~~be ~~directors~~a ~~have~~large ~~discretion~~accelerated ~~under~~filer ~~our~~or ~~amended~~an ~~and~~accelerated ~~restated~~filer ~~memorandum~~ and ~~articles~~no oflonger ~~association~~qualify toas ~~determine~~an ~~whether or~~emerging ~~not~~growth company, ~~and~~will ~~under~~we ~~what~~be ~~conditions,~~required ~~our~~to ~~corporate~~comply ~~records~~with ~~may~~the beindependent ~~inspected~~registered bypublic accounting firm attestation requirement on our ~~shareholders,~~internal control ~~but~~over financial reporting. The fact that we are ~~not~~a ~~obliged~~blank tocheck ~~make~~company ~~them~~makes ~~available~~compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to ~~our~~other ~~shareholders.~~public ~~This~~companies ~~may~~because ~~make~~a ittarget ~~more~~business ~~difficult~~with ~~for~~which ~~you~~we seek to ~~obtain~~complete our initial business combination may not be in compliance with the ~~information~~provisions ~~needed~~of tothe ~~establish~~Sarbanes-Oxley Act ~~any~~regarding ~~facts~~adequacy ~~necessary~~of ~~for~~its ainternal ~~shareholder~~controls. ~~motion~~The ordevelopment toof ~~solicit~~the ~~proxies~~internal ~~from~~control ~~other~~of ~~shareholders~~any insuch ~~connection~~entity to achieve compliance with athe ~~proxy~~Sarbanes-Oxley Act ~~contest~~may increase the time and costs necessary to complete any such acquisition.

We have been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) 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 (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no 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.49

Because Aswe aare ~~result~~incorporated ofunder ~~all~~the laws of the ~~above,~~Cayman ~~public shareholders~~Islands, you may ~~have~~face ~~more~~difficulties ~~difficulty~~ in protecting ~~their~~your interests, inand ~~the~~your ~~face~~ability ofto ~~actions~~protect ~~taken~~your byrights ~~management,~~through ~~members of~~ the ~~board~~U.S. offederal ~~directors~~courts ~~or controlling~~may ~~shareholders than they would as public shareholders of a United States company~~be limited.

~~Provisions~~We inare ~~our~~an ~~amended~~exempted ~~and~~company ~~restated~~incorporated ~~memorandum~~under ~~and~~the ~~articles~~ laws of ~~association~~the ~~may~~Cayman Islands. ~~inhibit~~As a ~~takeover of us~~result, ~~which~~it ~~could~~may ~~limit~~be ~~the~~difficult ~~price~~for investors ~~might~~to beeffect ~~willing~~service toof ~~pay~~process inwithin the ~~future~~United States ~~for~~upon our ~~Class A~~directors ~~ordinary~~or ~~shares~~executive ~~and~~officers, ~~could~~or ~~entrench~~enforce ~~management~~judgments obtained in the United States courts against our directors or officers.

Our corporate affairs and the rights of shareholders are governed by our amended and restated memorandum and articles of association, ~~contains~~the ~~provisions~~Companies ~~that~~Act ~~may~~(as ~~discourage~~the ~~unsolicited~~same ~~takeover~~may ~~proposals~~be ~~that~~supplemented ~~shareholders~~or ~~may~~amended ~~consider~~from time to betime) inand ~~their~~the ~~best interests.~~common ~~These~~law ~~provisions~~of ~~will~~the ~~include~~Cayman aIslands. ~~staggered~~We ~~board~~will ofalso ~~directors,~~be subject to the ~~ability~~federal securities laws of the ~~board~~United States. The rights of ~~directors~~shareholders to ~~designate~~take action against the ~~terms of~~directors, actions by minority shareholders and ~~issue~~the ~~new~~fiduciary ~~series~~responsibilities of ~~preference~~our directors ~~shares,~~to ~~and~~us ~~the~~under ~~fact~~Cayman ~~that~~Islands ~~prior~~law are to a large extent governed by the ~~completion~~common law of ~~our~~the ~~initial~~Cayman ~~business~~Islands. ~~combination~~The ~~only~~common ~~holders~~ law of ~~our~~the Cayman ~~Class B~~Islands ~~ordinary~~is ~~shares,~~derived ~~which~~in ~~have~~part ~~been~~from ~~issued~~comparatively tolimited ~~our~~judicial ~~sponsor~~precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are ~~entitled~~of topersuasive ~~vote~~authority, but are not binding on a court in the ~~appointment~~Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors, ~~which~~under Cayman Islands law are different from what they would be under statutes or judicial ~~may~~precedent ~~make~~in ~~more~~some ~~difficult~~jurisdictions in the ~~removal~~United States. In particular, the Cayman Islands has a different body of ~~management~~securities laws as compared to the United States, and certain states, such as Delaware, may ~~discourage~~have ~~transactions~~more ~~that~~fully ~~otherwise~~developed ~~could~~and ~~involve~~judicially ~~payment~~interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a ~~premium~~shareholders ~~over prevailing~~derivative ~~market~~action ~~prices~~in ~~for~~a ~~our~~Federal court ~~securities~~of the United States.

50Shareholders of Cayman Islands exempted companies like the company have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies. Our directors have discretion under our amended and restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

~~Cyber~~We ~~incidents~~have been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or ~~attacks~~enforce ~~directed~~against atus judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us ~~could~~predicated ~~result~~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 ~~information~~nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in ~~theft~~the United States, ~~data~~the ~~corruption~~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, ~~operational~~such ~~disruption~~judgment must be final and/ conclusive and for a liquidated sum, and must not be in respect of taxes or ~~financial~~a ~~loss~~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 Wea ~~depend~~result onof ~~digital~~all ~~technologies,~~of ~~including information~~the ~~systems~~above, ~~infrastructure~~public ~~and~~shareholders ~~cloud applications and services, including those of third parties with which we~~ may ~~deal.~~have ~~Sophisticated~~more ~~and~~difficulty ~~deliberate~~in ~~attacks~~protecting ~~on,~~their orinterests ~~security breaches~~ in, ~~our systems or infrastructure, or~~ the ~~systems~~face ~~or infrastructure~~ of ~~third~~actions ~~parties~~taken ~~or the~~by ~~cloud~~management, ~~could~~members ~~lead~~of tothe ~~corruption~~board ~~or misappropriation~~ of ~~our~~directors ~~assets, proprietary information and sensitive~~ or ~~confidential data. As~~controlling anshareholders ~~early~~than ~~stage~~they ~~company~~would ~~without~~as ~~significant~~public ~~investments~~shareholders 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~~United States ~~of them, could have adverse consequences on our business and lead to financial loss~~company.

~~Since~~Provisions ~~only~~in ~~holders of~~ our ~~founder~~amended ~~shares~~and ~~have~~restated ~~the~~memorandum ~~right~~and ~~to vote~~articles ~~on the appointment~~ of ~~directors,~~association ~~Nasdaq~~ may ~~consider~~inhibit usa totakeover beof aus, ~~“controlled~~which ~~company”~~could ~~within~~limit the ~~meaning~~price ofinvestors ~~Nasdaq~~might ~~rules~~be ~~and, as~~willing ato ~~result,~~pay wein ~~may~~the ~~qualify~~future for ~~exemptions~~our ~~from~~Class A ordinary ~~certain~~shares ~~corporate~~and ~~governance~~could ~~requirements~~entrench management.

Our ~~Only~~amended ~~holders~~and ofrestated ~~our~~memorandum ~~founder~~and ~~shares~~articles ~~have~~of ~~the~~association contains ~~right~~provisions tothat ~~vote~~may ondiscourage ~~the~~unsolicited ~~appointment~~takeover ofproposals ~~directors.~~that Asshareholders ~~a result, Nasdaq~~ may consider us to be in their best interests. These provisions will include a ~~“controlled~~staggered ~~company”~~board ~~within~~of directors, the ~~meaning~~ ability of the ~~Nasdaq~~board ~~corporate~~of ~~governance~~directors ~~standards.~~to ~~Under~~designate the ~~Nasdaq~~terms ~~corporate~~of ~~governance~~and ~~standards,~~issue anew ~~company~~series of ~~which~~preference shares, ~~more~~and ~~than~~the ~~50% of~~fact that prior to the ~~voting~~completion ~~power~~of isour ~~held~~initial bybusiness ancombination ~~individual,~~only ~~group~~holders orof ~~another~~our ~~company~~Class B isordinary ashares, which ~~“controlled~~have ~~company”~~been ~~and~~issued ~~may~~to ~~elect~~our ~~not~~sponsor, are entitled to ~~comply with~~vote ~~certain~~on ~~corporate~~the ~~governance~~appointment ~~requirements~~of directors, ~~including~~which may make more difficult the ~~requirements~~removal of management and may discourage transactions that: otherwise could involve payment of a premium over prevailing market prices for our securities.

~~● we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq;~~50

●Cyber weincidents ~~have~~or aattacks ~~compensation~~directed ~~committee~~at ofus ~~our~~could ~~board~~result ~~with~~in ainformation theft, ~~written~~data ~~charter~~corruption, ~~addressing~~operational ~~the~~disruption ~~committee’s purpose~~ and/or ~~responsibilities;~~financial ~~and~~loss.

●We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we ~~have~~may adeal. ~~nominating~~Sophisticated and ~~corporate~~deliberate ~~governance~~attacks ~~committee~~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 ~~board~~assets, ~~with~~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 ~~written~~combination ~~charter~~of ~~addressing~~them, ~~the~~could ~~committee’s~~have ~~purpose~~adverse consequences on our business and ~~responsibilities~~lead to financial loss.

Since Weonly doholders ~~not~~of ~~intend~~our tofounder ~~utilize~~shares ~~these~~have ~~exemptions and~~the ~~intend~~right to ~~comply~~vote on ~~with~~ the ~~corporate~~appointment ~~governance requirements~~ of ~~Nasdaq~~directors, ~~subject~~Nasdaq tomay ~~applicable~~consider ~~phase-in rules.~~us ~~However, if we determine in the future~~ to ~~utilize~~be ~~some~~a or“controlled ~~all~~company” ofwithin ~~these exemptions, you will not have~~ the ~~same~~meaning ~~protections~~of ~~afforded~~Nasdaq torules ~~shareholders~~and, as ofa ~~companies that~~result, ~~are~~we ~~subject~~may toqualify ~~all~~for ofexemptions ~~Nasdaq~~from certain corporate governance requirements.

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

If● we ~~pursue~~have a ~~target~~board ~~company~~that ~~with~~includes ~~operations~~a ormajority ~~opportunities outside~~ of ~~the~~“independent ~~United States for our initial business combination~~directors,” weas ~~may~~defined ~~face~~under ~~additional~~the ~~burdens~~rules ~~in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety~~ of ~~additional risks that may negatively impact our operations.~~Nasdaq;

● If we ~~pursue~~have a ~~target~~compensation acommittee ~~company with operations or opportunities outside~~ of ~~the United States for~~ our ~~initial~~board ~~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~~written ~~jurisdiction,~~charter ~~having~~addressing ~~such~~the ~~transaction~~committee’s ~~approved~~purpose ~~by any local governments, regulators or agencies~~ and ~~changes~~responsibilities; ~~in the purchase price based on fluctuations in foreign exchange rates.~~and

51● we have a nominating and corporate governance committee of our board with a written charter addressing the committee’s purpose and responsibilities.

We Ifdo wenot ~~effect~~intend ~~our~~to ~~initial~~utilize ~~business~~these ~~combination~~ exemptions and intend to comply with the ~~such~~corporate agovernance ~~company~~requirements of Nasdaq, subject to applicable phase-in rules. However, if we ~~would~~determine bein ~~subject~~the future to utilize ~~any~~some ~~special~~or ~~considerations~~all orof ~~risks~~these ~~associated~~exemptions, ~~with~~you ~~companies~~will ~~operating~~not inhave anthe ~~international setting,~~same ~~including~~protections ~~any~~afforded to shareholders of ~~the~~companies ~~following:~~that are subject to all of Nasdaq corporate governance requirements.

●Risks ~~costs~~Associated ~~and~~with ~~difficulties~~Acquiring ~~inherent~~and inOperating ~~managing~~a ~~cross-border~~Business ~~business~~in ~~operations;~~Foreign Countries

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

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

~~● laws governing the manner in which future business combinations may be effected;~~51

●If ~~exchange~~we ~~listing~~effect ~~and/~~our initial business combination with such a company, we would be subject to any special considerations or ~~delisting~~risks ~~requirements;~~associated with companies operating in an international setting, including any of the following:

● ~~tariffs~~costs and ~~trade~~difficulties ~~barriers~~inherent in managing cross-border business operations;

● ~~regulations~~rules ~~related~~and toregulations ~~customs~~regarding ~~and~~currency ~~import/export matters~~redemption;

● ~~local~~complex orcorporate ~~regional~~withholding ~~economic~~taxes ~~policies~~on ~~and market conditions~~individuals;

● ~~unexpected~~laws ~~changes~~governing the manner in ~~regulatory~~which ~~requirements~~future business combinations may be effected;

● ~~longer~~exchange ~~payment~~listing ~~cycles~~and/or delisting requirements;

● ~~tax~~tariffs ~~issues, such as tax law changes~~ and ~~variations~~trade ~~in tax laws as compared to the United States~~barriers;

● ~~currency~~regulations ~~fluctuations~~related to customs and ~~exchange~~import/export ~~controls~~matters;

● ~~rates~~local ofor ~~inflation~~regional economic policies and market conditions;

● ~~challenges~~unexpected changes in ~~collecting~~regulatory ~~accounts receivable~~requirements;

● ~~cultural~~longer ~~and~~payment ~~language differences~~cycles;

● ~~employment~~tax ~~regulations~~issues, such as tax law changes and variations in tax laws as compared to the United States;

● ~~underdeveloped~~currency orfluctuations ~~unpredictable~~and ~~legal~~exchange ~~or regulatory systems~~controls;

● ~~corruption~~rates of inflation;

● ~~protection~~challenges ofin ~~intellectual~~collecting ~~property~~accounts receivable;

● ~~social~~cultural ~~unrest, crime, strikes, riots~~ and ~~civil~~language ~~disturbances~~differences;

● ~~regime~~employment ~~changes and political upheaval~~regulations;

● ~~terrorist~~underdeveloped ~~attacks,~~or ~~natural~~unpredictable ~~disasters~~legal ~~and~~or ~~wars;~~regulatory ~~and~~systems;

● ~~deterioration of political relations with the United States.~~corruption;

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

If● ~~our~~social ~~management~~unrest, ~~following~~crime, ~~our initial business combination is unfamiliar with United States securities laws~~strikes, ~~they~~riots ~~may have to expend time~~ and ~~resources~~civil ~~becoming familiar with such laws, which could lead to various regulatory issues.~~disturbances;

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

52● terrorist attacks, natural disasters and wars; and

~~After~~● ~~our~~deterioration ~~initial business combination, substantially all~~ of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political ~~and social~~relations ~~conditions~~with ~~and government policies, developments and conditions in~~ the ~~country~~United ~~in which we operate~~States.

We ~~The~~may ~~economic,~~not ~~political~~be ~~and~~able ~~social~~to ~~conditions, as~~adequately ~~well~~address asthese ~~government~~additional ~~policies, of the country in which our operations are located could affect our business~~risks. ~~Economic growth could be~~If ~~uneven,~~we ~~both~~were ~~geographically~~unable ~~and~~to ~~among~~do ~~various~~so, ~~sectors~~we ~~of the economy and such growth~~ may ~~not~~ be ~~sustained~~unable into ~~the~~complete ~~future. If in the future~~ such ~~country’s~~initial ~~economy~~business ~~experiences~~combination, ~~a downturn~~ or, ~~grows~~if atwe acomplete ~~slower~~such ~~rate than expected~~combination, ~~there~~our ~~may be less demand for spending in~~operations ~~certain~~might ~~industries.~~suffer, Aeither ~~decrease~~of inwhich ~~demand~~may ~~for spending in certain industries could materially and~~ adversely ~~affect~~impact our ~~ability to find an attractive target~~ business, ~~with~~financial ~~which~~condition ~~to consummate our initial business combination~~ and ifresults ~~we effect our initial business combination, the ability~~ of ~~that target business to become profitable~~operations.

~~Exchange~~If ~~rate~~our ~~fluctuations~~management ~~and~~following ~~currency~~our ~~policies~~initial ~~may~~business ~~cause a~~combination ~~target~~is ~~business’~~unfamiliar ~~ability~~with United States securities laws, they may have to ~~succeed~~expend intime ~~the~~and ~~international~~resources ~~markets~~becoming familiar with such laws, which could lead to bevarious ~~diminished~~regulatory issues.

Following Inour ~~the~~initial ~~event~~business wecombination, ~~acquire~~our amanagement ~~non-U.S.~~may ~~target, all~~resign ~~revenues~~from ~~and~~their ~~income~~positions ~~would~~as ~~likely~~officers beor ~~received~~directors inof athe ~~foreign~~company ~~currency,~~ and the ~~dollar~~management ~~equivalent~~ of ~~our~~the ~~net~~target ~~assets~~business ~~and~~at ~~distributions, if any, could be adversely affected by reductions in~~ the ~~value~~time of the ~~local~~business ~~currency. The value of the currencies in our target regions fluctuate~~combination ~~and~~will ~~are~~remain ~~affected by, among other things, changes~~ in ~~political and economic conditions~~place. ~~Any~~Management ~~change in the relative value~~ of ~~such currency against our reporting currency may affect~~ the ~~attractiveness of any~~ target business ~~or,~~may ~~following~~not ~~consummation~~be offamiliar ~~our~~with ~~initial~~United States ~~business combination,~~securities ~~our financial condition and results of operations~~laws. ~~Additionally,~~If ifnew amanagement is ~~currency~~unfamiliar ~~appreciates~~with inUnited States ~~value~~securities ~~against~~laws, ~~the~~they ~~dollar~~may ~~prior~~ have to ~~the~~expend ~~consummation~~time ofand ~~our~~resources ~~initial~~becoming ~~business~~familiar ~~combination,~~with ~~the~~such ~~cost~~laws. ofThis could abe ~~target~~expensive ~~business~~and astime-consuming and ~~measured~~could inlead ~~dollars~~to ~~will~~various ~~increase,~~regulatory issues which may ~~make~~ itadversely ~~less~~affect ~~likely~~our ~~that we are able to consummate such transaction~~operations.

We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.52

After ~~In connection with~~ our initial business combination, we ~~may~~substantially ~~relocate~~all ~~the home jurisdiction~~ of our ~~business~~assets ~~from~~may ~~the~~be ~~Cayman~~located ~~Islands~~in toa ~~another~~foreign ~~jurisdiction.~~country Ifand wesubstantially ~~determine~~all ~~to do this, the laws~~ of ~~such~~our ~~jurisdiction~~revenue may ~~govern~~be ~~some~~derived orfrom ~~all of~~ our ~~future~~operations ~~material~~in ~~agreements~~such country. Accordingly, ~~The~~our ~~system~~results of ~~laws~~operations and ~~the~~prospects ~~enforcement~~will ~~of existing laws in such jurisdiction may not~~ be assubject, ~~certain~~to ina ~~implementation~~significant ~~and~~extent, ~~interpretation~~to ~~as in~~ the ~~United States.~~economic, ~~The~~political ~~inability~~and tosocial ~~enforce~~conditions orand ~~obtain~~government apolicies, ~~remedy~~developments ~~under~~and ~~any~~conditions ofin ~~our~~the ~~future~~country ~~agreements could result~~ in awhich ~~significant~~we ~~loss of business, business opportunities or capital~~operate.

WeThe economic, political and social conditions, as well as government policies, of the country in which our operations are ~~subject~~located tocould ~~changing~~affect ~~law~~our business. Economic growth could be uneven, both geographically and ~~regulations~~among ~~regarding~~various ~~regulatory~~sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy ~~matters~~experiences a downturn or grows at a slower rate than expected, ~~corporate~~there ~~governance~~may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and ~~public~~adversely ~~disclosure~~affect ~~that~~our ~~have~~ability ~~increased~~to ~~both~~find an attractive target business with which to consummate our ~~costs~~initial business combination and if we effect our initial business combination, the ~~risk~~ability of ~~non-compliance~~that target business to become profitable.

Exchange Werate ~~are~~fluctuations ~~subject to rules~~ and ~~regulations~~currency bypolicies ~~various governing~~may ~~bodies,~~cause ~~including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose~~a ~~securities~~target ~~are~~business’ ~~publicly~~ability ~~traded, and~~ to ~~new~~succeed ~~and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted~~ in ~~and~~the ~~are~~international ~~likely~~markets to ~~continue~~be ~~to result in, increased general and administrative expenses and a diversion of management time and attention from seeking a business combination target~~diminished.

~~Moreover,~~In ~~because~~the ~~these~~event ~~laws~~we acquire a non-U.S. target, ~~regulations~~ all revenues and ~~standards~~income would ~~are~~likely ~~subject~~be toreceived ~~varying~~in ~~interpretations~~a foreign currency, ~~their~~and ~~application~~the indollar ~~practice~~equivalent ~~may~~of ~~evolve~~our ~~over~~net ~~time~~assets asand ~~new~~distributions, ~~guidance~~if ~~becomes~~any, could be adversely ~~available~~affected by reductions in the value of the local currency. ~~This~~The ~~evolution~~value ~~may~~of ~~result~~the currencies in ~~continuing~~our ~~uncertainty~~target ~~regarding~~regions ~~compliance~~fluctuate ~~matters~~ and ~~additional~~are ~~costs~~affected by, ~~necessitated~~among byother ~~ongoing revisions~~things, tochanges ~~our~~in ~~disclosure~~political and ~~governance~~economic ~~practices~~conditions. IfAny wechange ~~fail~~in tothe ~~address~~relative ~~and~~value ~~comply~~of ~~with~~such ~~these~~currency ~~regulations~~against ~~and~~our reporting currency may affect the attractiveness of any ~~subsequent~~target ~~changes~~business or, following consummation of our initial business combination, our financial wecondition ~~may~~and beresults ~~subject~~of operations. Additionally, if a currency appreciates in value against the dollar prior to ~~penalty~~the ~~and~~consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may bemake ~~harmed~~it less likely that we are able to consummate such transaction.

We ~~have~~may ~~identified~~reincorporate ain ~~material~~another ~~weakness~~jurisdiction in connection with our ~~internal~~initial ~~control~~business ~~over~~combination, ~~financial~~and ~~reporting.~~the ~~This~~laws ~~material~~of ~~weakness~~such ~~could~~jurisdiction ~~continue~~may togovern ~~adversely~~some ~~affect~~or ~~our~~all ~~ability~~of ~~to report~~ our ~~results of~~future ~~operations~~material agreements and ~~financial~~we ~~condition~~may not ~~accurately~~be ~~and~~able into aenforce ~~timely~~our ~~manner~~legal rights.

~~Our~~In ~~management~~connection iswith ~~responsible for~~our ~~establishing~~initial ~~and~~business ~~maintaining~~combination, ~~adequate~~we ~~internal~~may ~~control over financial reporting designed to provide reasonable assurance regarding~~relocate the ~~reliability~~home jurisdiction of ~~financial~~our ~~reporting~~business ~~and~~from the ~~preparation~~Cayman ofIslands ~~financial~~to ~~statements~~another ~~for external purposes in accordance with GAAP~~jurisdiction. ~~Our management~~If iswe ~~likewise~~determine ~~required,~~to ondo ~~a quarterly basis~~this, ~~to evaluate~~ the ~~effectiveness~~laws of ~~our~~such ~~internal~~jurisdiction may ~~controls~~govern ~~and~~some toor ~~disclose~~all ~~any~~of ~~changes and~~our future material ~~weaknesses~~agreements. ~~identified~~The ~~through~~system ~~such~~of ~~evaluation~~laws inand ~~those~~the ~~internal~~enforcement ~~controls. A~~of ~~material~~existing ~~weakness~~laws isin asuch ~~deficiency,~~jurisdiction may ornot ~~a combination~~be ofas ~~deficiencies,~~certain in ~~internal~~implementation ~~control~~and ~~over~~interpretation ~~financial~~as ~~reporting,~~in ~~such~~the ~~that~~United States. ~~there~~The isinability ato ~~reasonable~~enforce ~~possibility~~or ~~that~~obtain a ~~material~~remedy under ~~misstatement~~any of our ~~annual~~future oragreements ~~interim~~could ~~financial~~result ~~statements~~in ~~will~~a ~~not~~significant beloss ~~prevented~~of orbusiness, ~~detected~~business onopportunities aor ~~timely basis~~capital.

53We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

~~Under~~We ~~the~~are ~~supervision~~subject to rules and ~~with~~ ~~the~~regulations ~~participation~~by ofvarious ~~our~~governing ~~management~~bodies, including, ~~our~~for ~~principal~~example, ~~executive~~the ~~officer and principal financial officer~~SEC, wewhich ~~conducted~~are ancharged ~~evaluation of~~with the ~~effectiveness~~protection of ~~our~~investors ~~disclosure controls~~ and ~~procedures as of~~ the ~~end~~oversight of ~~the~~companies ~~fiscal~~whose ~~quarter~~securities ~~ended December 31, 2021, as such term~~are ispublicly ~~defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation~~traded, ~~our principal executive officer~~ and ~~principal financial~~to ~~officer~~new ~~have concluded that during the period covered by this report, our disclosure controls~~ and ~~procedures~~evolving ~~were~~regulatory ~~not~~measures ~~effective as~~under ofapplicable ~~December 31, 2021, because of a material weakness in our internal control over financial reporting~~law. AOur ~~material~~efforts ~~weakness~~to iscomply awith ~~deficiency, or~~new a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our control around the interpretation and ~~accounting~~changing ~~for~~laws ~~certain complex features of the Class A ordinary shares~~ and ~~warrants issued by the Company, and the presentation of earnings per share was not effectively designed~~ orregulations ~~maintained.~~have ~~This material weakness~~ resulted in ~~the restatement of the Company’s interim financial statements for the quarters ended March 31, 2021~~ and ~~June~~are ~~30,~~likely ~~2021.~~to ~~Additionally,~~continue ~~this~~to ~~material weakness could~~ result in, aincreased ~~misstatement~~general ~~of the carrying value of Class A ordinary shares~~ and ~~warrants,~~administrative ~~and~~expenses ~~related accounts~~ and ~~disclosures,~~a ~~and~~diversion ~~presentation~~ of ~~earnings per share that would result in a material~~ ~~misstatement~~management oftime ~~the~~and ~~financial~~attention ~~statements~~from ~~that~~seeking ~~would not be prevented or detected on~~ a ~~timely~~business ~~basis~~combination target.

~~Any~~Moreover, ~~failure~~because tothese ~~maintain~~laws, ~~effective internal~~regulations ~~control over financial reporting or disclosure controls~~ and ~~procedures~~standards ~~could~~are ~~adversely~~subject to ~~impact~~varying ~~our~~interpretations, ~~ability~~their toapplication ~~report~~in ~~our~~practice ~~financial position~~may ~~and~~evolve ~~results~~over ~~from~~time ~~operations~~as onnew aguidance ~~timely~~becomes ~~and accurate basis~~available. IfThis ~~our~~evolution ~~financial statements are not accurate, investors~~ may ~~not have~~result ain ~~complete~~continuing ~~understanding~~uncertainty ofregarding ~~our~~compliance ~~operations.~~matters ~~Likewise,~~and ifadditional ~~our~~costs ~~financial~~necessitated ~~statements~~by ~~are~~ongoing ~~not~~revisions ~~filed on a timely basis, we could be subject~~ to ~~sanctions or investigations by the stock exchange on which~~ our ~~ordinary~~disclosure ~~shares~~and ~~are listed, the SEC or other regulatory authorities.~~governance ~~In either case, there could result a material adverse effect on our business~~practices. ~~Failure~~If towe ~~timely~~fail ~~file will cause us~~ to beaddress ~~ineligible~~and ~~to utilize~~comply ~~short~~with ~~form~~these ~~registration~~regulations ~~statements~~and onany ~~Form~~subsequent ~~S-3 or Form S-4~~changes, ~~which~~we may ~~impair~~be ~~our~~subject ~~ability~~ to ~~obtain~~penalty ~~capital~~and ~~in a timely fashion to execute~~ our business ~~strategies or issue shares to effect an acquisition. Ineffective internal controls could also cause investors~~ tomay ~~lose~~be ~~confidence in our reported financial information, which could have a negative effect on the trading price of our securities~~harmed.

We ~~can~~previously ~~give~~identified noa ~~assurance that the measures we have taken and plan to take in the future will remediate the~~ material weakness ~~identified or that any additional material~~ ~~weaknesses or restatements of financial results will not arise~~ in ~~the~~our ~~future due to a failure to implement and maintain adequate~~ internal control over financial reporting. orAny ~~circumvention~~future ofmaterial ~~these~~weakness ~~controls.~~could Inadversely ~~addition,~~affect ~~even~~our ifability weto ~~are~~report ~~successful in strengthening~~ our ~~controls~~results ~~and~~of ~~procedures,~~operations inand ~~the~~financial ~~future~~condition ~~those~~accurately ~~controls~~ and ~~procedures~~in ~~may~~a ~~not~~timely ~~be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements~~manner.

~~Item~~Our management is responsible for establishing and maintaining adequate 1Binternal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ~~Unresolved~~Our ~~Staff~~management ~~Comments~~is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

~~None.~~53

~~Item~~As previously disclosed under the supervision and with the participation 2of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended December 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. ~~Properties~~Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of December 31, 2021, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex features of the Class A ordinary shares and warrants issued by the Company, and the presentation of earnings per share was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s interim financial statements for the quarters ended March 31, 2021 and June 30, 2021.

WeAny future failure to maintain ~~our~~effective ~~principal~~internal ~~executive~~control ~~offices~~over atfinancial ~~One~~reporting ~~Vanderbilt~~or ~~Avenue,~~disclosure ~~26th~~controls ~~Floor,~~and ~~New~~procedures ~~York,~~could ~~New~~adversely ~~York~~impact ~~10017,~~our ~~and~~ability to report our ~~telephone~~financial ~~number~~position isand ~~(212)~~results ~~303-1650.~~from ~~The~~operations on ~~cost~~a ~~for~~timely and accurate basis. If our ~~use~~financial statements are not accurate, investors may not have a complete understanding of ~~this~~our operations. ~~space~~Likewise, isif ~~included~~our infinancial ~~the~~statements ~~$10,000~~are ~~per~~not ~~month~~filed ~~fee~~on a timely basis, we ~~pay~~could be subject to ansanctions ~~affiliate~~or ofinvestigations by the stock exchange on which our ~~sponsor~~ordinary ~~for~~shares ~~office~~are ~~space~~listed, ~~administrative~~the ~~and~~SEC ~~support~~or ~~services~~other regulatory authorities. In either case, there could result a material Weadverse ~~consider~~effect on our ~~current~~business. ~~office~~Failure ~~space~~to ~~adequate~~timely ~~for~~file will cause us to be ineligible to utilize short form registration statements on Form S-3 or Form S-4, which may impair our ~~current~~ability ~~operations~~to obtain capital in a timely fashion to execute our business strategies or issue shares to effect an acquisition. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our securities.

~~Item~~We can give no assurance that any additional material weaknesses or 3restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. ~~Legal~~In ~~Proceedings~~addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

ToItem ~~the~~1B. ~~knowledge~~Unresolved ~~of our management, there is no~~Staff ~~litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.~~Comments

~~Item 4~~None. ~~Mine Safety Disclosures~~

~~Not~~Item ~~applicable~~2. Properties

54We maintain our principal executive offices at One Vanderbilt Avenue, 26th Floor, New York, New York 10017, and our telephone number is (212) 303-1650. The cost for our use of this space is included in the $10,000 per month fee we pay to an affiliate of our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.

~~PART~~Item II3. Legal Proceedings

~~Item 5.~~To ~~Market~~the ~~for~~knowledge ~~Registrant’s~~of ~~Common~~our ~~Equity~~management, ~~Related~~there ~~Shareholder~~is ~~Matters~~no ~~and~~litigation ~~Issuer~~currently pending ~~Purchases~~or contemplated against us, any of ~~Equity~~our ~~Securities~~officers or directors in their capacity as such or against any of our property.

~~(a) Market~~Item ~~Information~~4. Mine Safety Disclosures

~~Our~~Not ~~units, Class A ordinary shares and warrants are each traded on the Nasdaq under the symbols “MSDAU”, “MSDA” and “MSDAW” respectively~~applicable. ~~Our units began trading on Nasdaq on March 25, 2021. Our Class A ordinary shares and warrants began separate trading on May 25, 2021.~~

~~(b) Holders~~54

AsPART of March 23, 2022, there was one holder of record of our units, one holder of record of our Class A ordinary shares, four holders of record of our Class B ordinary shares and two holders of record of our warrants.II

~~(c)~~Item 5. Market for Registrant’s ~~Dividends~~Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

~~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~~ (a) ~~business~~Market 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 a business combination. The payment of any cash dividends subsequent to an 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, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.Information

~~(d)~~Our units, Class A ordinary shares and warrants are each traded on ~~Securities~~the ~~Authorized~~Nasdaq ~~for~~under ~~Issuance~~the ~~Under~~symbols ~~Equity~~“MSDAU”, ~~Compensation~~“MSDA” ~~Plans~~and “MSDAW” respectively. Our units began trading on Nasdaq on March 25, 2021. Our Class A ordinary shares and warrants began separate trading on May 25, 2021.

~~None.~~(b) Holders

~~(e)~~As of March 29, 2023, there was one holder of record of our ~~Performance~~units, ~~Graph~~one holder of record of our Class A ordinary shares, four holders of record of our Class B ordinary shares and two holders of record of our warrants.

~~Not~~(c) ~~applicable.~~Dividends

~~(f)~~We have not paid any cash dividends on our ordinary shares to date ~~Recent~~and ~~Sales~~do not intend to pay cash dividends prior to the completion of ~~Unregistered~~a ~~Securities;~~business ~~Use~~combination. The payment of ~~Proceeds~~cash ~~from~~dividends ~~Registered~~in ~~Offerings~~the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to an 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, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

~~Unregistered~~(d) ~~Sales~~Securities ~~and~~Authorized ~~Use~~for ofIssuance ~~Proceeds~~Under Equity Compensation Plans

~~On February 11, 2021, we issued to our sponsor, 14,375,000 of our Class B ordinary shares, in exchange for a capital contribution of $25,000, or approximately $0~~None.002 per share. In February 2021, our sponsor transferred 50,000 founder shares to each of our independent directors. The Class B ordinary shares were issued to our sponsor in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On March 29, 2021 we completed our initial public offering of 57,500,000 units generating gross proceeds of $575,000,000, which includes the exercise in full of the underwriters’ over-allotment option to purchase an additional 7,500,000 units at the initial public offering. Each Unit consists of one Class A ordinary share, $0.0001 par value per share (~~the “Class A ordinary shares”~~e), ~~and~~Performance one-fifth of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment.Graph

55Not applicable.

~~Concurrently~~(f) ~~with~~Recent ~~the~~Sales ~~completion~~ of ~~our~~Unregistered ~~initial public~~Securities; ~~offering,~~Use ~~our sponsor purchased an aggregate~~ of ~~9,333,333~~Proceeds warrants in a private placement, for an aggregate purchase price of $14,000,000. Each whole private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. A portion of the proceeds from ~~the sale of the private placement warrants was added to the proceeds from the initial~~ ~~public~~Registered offering held in the trust account. If the company does not complete an initial business combination within 24 months from the closing of our initial public offering, the private placement warrants will expire worthless. The private placement warrants are substantially similar to the warrants underlying the units issued in the initial public offering, except that they are non-redeemable and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. The sponsor and the company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their private placement warrants until 30 days after the completion of the initial business combination. The sale of the private placement warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.Offerings

NoUnregistered ~~underwriting~~Sales ~~discounts~~and orUse ~~commissions~~of ~~were paid with respect to such sales.~~Proceeds

~~Use~~On February 11, 2021, we issued to our sponsor, 14,375,000 of our ~~Proceeds~~Class B ordinary shares, in exchange for a capital contribution of $25,000, or approximately $0.002 per share. In February 2021, our sponsor transferred 50,000 founder shares to each of our independent directors. The Class B ordinary shares were issued to our sponsor in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

InOn ~~connection~~March ~~with~~29, ~~the~~2021 ~~initial public offering,~~ we ~~incurred~~completed ~~offering~~our ~~costs~~initial ofpublic ~~approximately~~offering ~~$33 million (including underwriting commissions~~ of ~~$11.9~~57,500,000 units ~~million~~generating ~~and~~gross ~~deferred~~proceeds ~~underwriting commissions~~ of ~~approximately~~ $~~20.1~~575,000,000, ~~million).~~which ~~Other~~includes ~~incurred~~the ~~offering~~exercise ~~costs~~in ~~consisted~~full ~~principally~~ of ~~preparation fees related to~~ the ~~initial public~~underwriters’ ~~offering.~~over-allotment ~~After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable~~option ~~upon~~to ~~consummation~~purchase ofan ~~the~~additional ~~initial business combination~~7,500,000 ifunits ~~consummated)~~at ~~and~~ the initial public offering ~~expenses, $575~~.0 ~~million~~Each ofUnit ~~the net~~consists ~~proceeds from our initial public offering and certain~~ of ~~the~~one ~~proceeds~~Class ~~from~~A ~~the~~ordinary ~~private~~share, ~~placement of the private placement warrants (or~~ $100.000001 par value per ~~Unit~~share ~~sold in~~ (the ~~initial~~“Class ~~public~~A ~~offering~~ordinary shares”), ~~was~~and ~~placed~~one-fifth inof ~~the~~one ~~trust~~redeemable ~~account.~~warrant ~~The net proceeds of~~ (the ~~initial~~“Public ~~public offering~~Warrants”), ~~and~~each ~~certain~~whole ~~proceeds~~Public ~~from~~Warrant entitling the ~~sale~~holder ofthereof ~~the~~to ~~private~~purchase ~~placement~~one ~~warrants~~Class ~~are~~A ~~held~~ordinary inshare ~~the~~at ~~trust~~an ~~account~~exercise ~~and~~price ~~invested~~of as$11.50 ~~described~~per ~~elsewhere~~share, insubject ~~this~~to ~~Report~~adjustment.

There has been no material change in the planned use of the proceeds from the initial public offering and the sale of the private placement warrants as is described herein related to the initial public offering.55

~~(g)~~Concurrently with the completion of our initial public offering, our ~~Purchases~~sponsor purchased an aggregate of ~~Equity~~9,333,333 ~~Securities~~warrants in a private placement, for an aggregate purchase price of $14,000,000. Each whole private placement warrant is exercisable to purchase one Cla

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