Annual report [Section 13 and 15(d), not S-K Item 405]



STYLE="font: 10pt Times New Roman, Times, Serif">





















x




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







For the fiscal year ended December 31,
2020











¨




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

















Vy Global Growth




(Exact name of registrant as specified in its
charter)
































Cayman Islands






001-39588







(State or other jurisdiction


of incorporation or organization)






(Commission


File Number)






(I.R.S. Employer


Identification Number)



















Floor 4, Willow House, Cricket Square


Grand Cayman, Cayman Islands






KY1-9010





(Address of principal executive offices)






(Zip Code)







Registrant’s telephone number, including
area code: 971 427 01 400






Not Applicable




(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(s)






Name of each exchange on which


registered





Units, each consisting of one Class A


ordinary share and one-fifth of a warrant


to acquire one Class A ordinary share






VYGG.U






The New York Stock Exchange









Class A ordinary shares, par value


$0.0001 per share





VYGG






The New York Stock Exchange











Redeemable warrants, each whole


warrant exercisable for one Class A


ordinary share at an exercise price of


$11.50





VYGG.W






The New York Stock Exchange

















Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes


¨

No

x






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

x






Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.    Yes


x

No

¨






Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files).    Yes


x

No

¨






Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.


x





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




x



Smaller reporting company



x







Emerging growth company




x








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


x

No

¨





As of March 1, 2021, there were 10,496,353 units, par value $0.0001
per share, 47,003,647 Class A ordinary shares, par value $0.0001 per share, 14,375,000 Class B ordinary shares, par value $0.0001 per
share, and 18,400,761 warrants of the company issued and outstanding.





























TABLE OF CONTENTS






































































































































































PAGE





PART I






Item 1.





Business





7





Item 1A.





Risk Factors





30





Item 1B.





Unresolved Staff Comments





63





Item 2.





Properties





63





Item 3.





Legal Proceedings





63





Item 4.





Mine Safety Disclosures





63







PART II






Item 5.





Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities





63





Item 6.





Selected Financial Data





64





Item 7.





Management’s Discussion and Analysis of Financial Condition and Results of Operations





64





Item 7A.





Quantitative and Qualitative Disclosures About Market Risk





69





Item 8.





Financial Statements and Supplementary Data





70





Item 9.





Changes in and Disagreements with Accountants on Accounting and Financial Disclosure





70





Item 9A.





Controls and Procedures





70





Item 9B.





Other Information





70







PART III






Item 10.





Directors, Executive Officers and Corporate Governance





71





Item 11.





Executive Compensation





80





Item 12.





Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters





81





Item 13.





Certain Relationships and Related Transactions, and Director Independence





83





Item 14.





Principal Accountant Fees and Services





84







PART IV






Item 15.





Exhibits and Financial Statement Schedules





85





Item 16.





Form 10-K Summary





86






EXHIBIT INDEX





SIGNATURES




87












2














Certain
terms






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














“Companies Act” are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to
time;













“company,” “we,” “us,” “our,” or “our company” are to Vy Global Growth,
a Cayman Islands exempted company;













“founders” are to Alexander Tamas, our Chairman and Chairman of the Board, John Hering, our Chief Executive Officer and
Director, Katja Lake, our Chief Financial Officer, and Daniel Schwarz, our Chief Operating Officer;













“founder shares” are to our Class B ordinary shares outstanding as of this Annual Report on Form 10-K 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 October 6, 2020 of 57,500,000 units (which included
units issued pursuant to the exercise in full of the underwriters’ option to purchase additional units to cover overallotments)
at a price of $10.00 per unit, each unit 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;













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













“our founding team” are to our executive officers and directors;













“private placement warrants” are to the warrants sold 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;













“public shareholders” are to the holders of our public shares, including our sponsor and founding team to the extent our
sponsor and/or members of our founding team purchase public shares, provided that our sponsor’s and each member of our founding
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 our Initial Public Offering or thereafter in the open market);













“sponsor” are to Vy Global Growth Management Co., a Cayman Islands limited liability company; and













“Vy Capital” are to Vy Capital Holding Company (Cayman) and its affiliates, an affiliate of our sponsor.










3














CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS






Some of the statements contained in this Annual
Report on Form 10-K 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 Annual Report on Form 10-K may include, for example, statements
about:














our ability to select an appropriate partner business or businesses;













our ability to complete our initial business combination;













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













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;













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













our pool of prospective partner businesses;













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













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













our public securities’ potential liquidity and trading;













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













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













our financial performance following our Initial Public Offering.




The forward-looking
statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning future
developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that
we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our
control) or other assumptions that may cause actual results or performance to be materially different from those expressed or
implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described
under the heading “Item 1A. 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.











4













SUMMARY OF THE MATERIAL RISKS ASSOCIATED WITH
OUR BUSINESS





An investment in our securities involves a high
degree of risk. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,”
alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating
results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks
include, but are not limited to:














We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.













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













The 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.
















We may not be able to consummate an initial business combination
within

24 months from the closing of the Initial Public Offering, or 27 months from the Initial Public Offering if we
have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months
from the closing of the 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.













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.













The New York Stock Exchange (“NYSE”) may delist our securities from trading on its exchange, which could limit investors’
ability to make transactions in our securities and subject us to additional trading restrictions.













Our search for a business combination, and any partner business with which we ultimately consummate a business combination, may be
materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets.













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













If the net proceeds of our Initial Public Offering and the sale of the private placement warrants not being held in the trust account
are insufficient to allow us to operate for the 24 months following the closing of our Initial Public Offering, it could limit the
amount available to fund our search for a partner business or businesses and complete our initial business combination, and we will depend
on loans from our sponsor or founding team to fund our search and to complete our initial business combination.













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.













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













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










5





















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













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.













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 our Initial Public Offering), a conflict of interest
may arise in determining whether a particular business combination partner is appropriate for our initial business combination.













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













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













We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth
of a partner business, which could compel us to restructure or abandon a particular business combination. If we are unable to complete
our initial business combination, 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.













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













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










6















PART I














Item 1.





Business







Overview





We are a blank check company formed in August 2020
as a Cayman Islands exempted company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more


businesses or entities, which we refer to throughout this
Annual Report on Form 10-K as our initial business combination. To date, our efforts have been limited to our organizational activities
and activities related to the Initial Public Offering and the identification and evaluation of prospective acquisition targets for our
initial business combination. We have generated no operating revenues to date and we do not expect to generate operating revenues until
we consummate our initial business combination.





On August 19, 2020, our sponsor paid an aggregate
for certain expenses on behalf of the company in exchange for 14,375,000 Class B ordinary shares, or approximately $0.002 per share.





On October 6, 2020, we consummated our Initial
Public Offering of 57,500,000 units, which included the full exercise of the underwriters’ option to purchase an additional 7,500,000
units to cover over-allotments, with each unit consisting of one Class A ordinary share, $0.0001 par value per share, and one-fifth
of one redeemable warrant, 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. The units were sold at a price of $10.00 per Unit, generating gross proceeds to us of
$575,000,000.





Simultaneous with the consummation of the Initial
Public Offering and the issuance and sale of the units, we consummated the private placement of 9,000,000 private placement warrants at
a price of $1.50 per private placement warrant, generating total proceeds of $13,500,000.





Upon the consummation of the Initial Public Offering
and the private placement, a total of $575,000,000 was deposited in a U.S.-based trust account, maintained
by Continental Stock Transfer and Trust Company, acting as trustee. Transaction costs of the Initial Public Offering and the private placement
amounted to approximately $32.3 million, consisting of $20.1 million of deferred underwriting costs and approximately $208,000 was used
to repay to our sponsor our borrowings under the $300,000 promissory note payable and the balance was available to pay accrued offering
and formation costs, business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative
expenses. Funds held in the trust account have been invested only in U.S. government treasury bills with a maturity of one hundred and
eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act
of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government obligations. Except with respect
to interest earned on the funds in the trust account that may be released to us to pay income taxes, if any, the proceeds from the Initial
Public Offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to
us until the completion of its initial business combination or (2) to our public shareholders, until the earliest of: (a) the
completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders
properly elect to redeem, subject to certain limitations, (b) the redemption of any public shares properly tendered in connection
with a (i) shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing
of its obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with its
initial business combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any other provisions
relating to shareholders' rights of holders of our Class A ordinary shares or pre-initial business combination activity and (c) the
redemption of all of our public shares if we have not completed our initial business combination within 24 months from the closing of
the Initial Public Offering, subject to applicable law.






Investing in Technology





Technology, at the most basic
level, is a tool or set of tools that enable you to do more than you could without it. The tools with the greatest impact are those that
enable you to do something new or something you couldn’t do before, such as: the wheel, the printing press, a Turing machine, the
internet, the mobile phone. Each of these technologies changed the trajectory of human civilization.











7












The rate at which these revolutionary
inventions emerge is accelerating. Our perception has followed suit. Our view of technology has evolved from infrequent external influence
to a discrete industry like transportation or retail to a ubiquitous force that permeates every sector. Technology has transformed not
just how we design and build products and win customers, but also lowered barriers to people interested in using technology to disrupt
new industries. The internet has eliminated distribution costs and lowered entry barriers, connecting the globe and empowering entrepreneurs
all over the world to challenge incumbents and create new markets at a speed and scale unimaginable two decades ago.





With this global opportunity,
private technology company formation has exploded. In 2011, approximately 11,000 private companies raised $67 billion in venture
capital. In 2019, the number of companies who raised capital had more than doubled while funding more than quadrupled, according to PitchBook.
Private valuations have increased as well. Since 2010, the number of private technology companies valued over $1 billion has increased
from 18 to 428, based on PitchBook data. In 2020 to date, 65 were added, 3.6x the total number in existence in 2010. The trajectory to
$1 billion is shortening as the velocity of change accelerates. Between 2005 and 2010, the median time to reach a $1 billion
valuation was 8 years, among private technology companies worldwide. For the companies who achieved this milestone after 2014, the
median time was 3 years.





Private and public investor
demand for technology assets remains robust. However, only 192 technology companies with market capitalizations in excess of $1 billion
have gone public since 2010, according to Dealogic. Compared to the rate at which $1 billion private technology companies are emerging, IPOs
have not kept pace. Despite public investor demand, late-stage technology companies are staying private longer, supported by venture capital.
According to data published by Prof. Ritter, the median age of a technology company at IPO increased from five to ten years between 1999
and 2019. Over the same period, the median market capitalization at IPO increased from $493 million to $2.3 billion.





The availability of private
capital from an expanding set of investors and greater maturity in secondary markets have enhanced funding alternatives and alleviated
employee liquidity pressure. The time commitment and disclosure restrictions of a traditional IPO can divert management attention and
impede investor understanding of a company’s full commercial potential. The need for companies to return existing shareholder capital
and the ongoing limitations of the traditional IPO process have created a significant opportunity for alternative public listing mechanisms.






Market Opportunity





The imbalance between public
market demand for high growth technology assets and the rate at which the traditional IPO process supplies investable opportunities creates
favorable conditions for our acquisition company and the unique expertise we offer. The vast majority of these late-stage private companies
value and seek the benefits of publicly-traded shares. They want to provide liquidity to reward and retain their existing employees while
improving their ability to attract new talent. They desire the greater financial flexibility afforded by increasing the funding options
to support their long-term strategy and operations, including the ability to use their stock to compete for acquisitions against larger
incumbents. They also want to enable their existing investors to redeploy capital to fund the next generation of founders building category-defining
companies. The impact of a public listing extends beyond a company, its employees, and private institutional investors. Technology IPOs
enable individual investors to participate and share in the upside in the sector that has been, and we believe, will continue to be the
largest driver of economic growth worldwide for decades to come.





Between 2010 and 2020, the
technology sector outperformed the broader S&P 500 by 7% per year with a cumulative difference of 232%. The global pandemic has underscored
the scale and length of this multi-decade secular growth story. Since the market lows near the beginning of the pandemic in March 2020,
technology companies in the S&P 500 have outperformed the broader index by 11%, representing $2.9 trillion in market value. With our
financial, strategic and operational support, we believe many of the scaled private technology companies could successfully access these
public market benefits today. Our special purpose acquisition company provides the enhanced disclosure, timing flexibility, and stakeholder
alignment to support a potential target in their transition to a public company. Combined with our global investor and operator experience
within the technology sector, we believe the opportunity for these companies to work alongside our team and board members will be transformative.






Our Management Team





Our management team consists
of Alexander Tamas, our Chairman, John Hering, our Chief Executive Officer, Daniel Schwarz, our Chief Operating Officer, and Katja Lake,
our Chief Financial Officer. They are supported by the Vy Capital investment team, the broader Vy Capital organization, and our independent
directors, as further described below.











8












Alexander Tamas serves as
our Chairman and Chairman of our board of directors. Mr. Tamas, a German citizen, worked in the technology mergers and acquisitions
group at Goldman Sachs in London before joining DST as Partner in 2008. At DST, he personally led and sourced some of the most important
technology investments of that time, including leading early primary investments in Facebook, Airbnb, Spotify, Twitter, JD.com, Alibaba,
Xiaomi and Zalando. He also helped to consolidate the Russian Internet sector around Mail.ru as its Managing Director and took the company
public in 2010.





After leaving DST, Mr. Tamas
founded Vy Capital with a vision of building a technology investment venture capital firm designed to invest in some of the world’s
leading companies and own them for decades. Mr. Tamas is also the founder of numerous companies and initiatives, such as the venture-backed
data science company, Synaptic, the Alexander Tamas Fellowship at the Future of Humanity Institute at Oxford, a neuroscience research
institute at Imperial College, and, together with Mr. Hering, Mr. Tamas helped to form a biosafety initiative in partnership
with UCSF and CZ BioHub.





John Hering serves as our
Chief Executive Officer and on our board of directors. Mr. Hering is also a founding Partner at Vy Capital. Mr. Hering has spent
his entire career as a technology founder, entrepreneur, and investor. He co-founded Lookout, a leading global cybersecurity company.
Lookout protects over 175 million devices globally and works with many of the largest organizations in the world including the US
Department of Defense and the New Zealand Defense Force. Lookout is backed by over $350 million in venture capital from investors
including Andreessen Horowitz, Blackrock, T. Rowe Price, Goldman Sachs, Morgan Stanley, and Qualcomm. Mr. Hering served as the company’s
Chief Executive Officer until March 2014, and he currently serves as a Co-Founder and Executive Director.





Mr. Hering also co-founded
Coalition, a leading global cybersecurity insurance company. Partnered with leading global insurer Swiss Re Corporate Solutions, Coalition
is the leading provider of cyber insurance and security, combining comprehensive insurance and proactive cybersecurity tools to help businesses
manage and mitigate cyber risk. Coalition is backed by over $100 million in venture capital from leading investors including Hillhouse
Capital, Ribbit Capital, and Vy Capital.





Mr. Hering is a prolific
technologist and has co-authored 43 patents primarily in the fields of Cybersecurity, cloud, and mobile technologies. Mr. Hering
studied Public Policy, Planning, and Development at the University of Southern California.





Our management team also
includes Daniel Schwarz, our Chief Operating Officer, and Katja Lake, our Chief Financial Officer. Mr. Schwarz is the Chief Operating
Officer and Director of Vy Capital. Prior to Vy Capital, Mr. Schwarz was a Director and investment advisor at UBS and served as the
Head of Asset Management and member of the Asset Allocation Committee for a multi-billion private client bank. Mr. Schwarz started
his career at Goldman Sachs. Mrs. Lake is the Chief Financial Officer and the Head of Investor Relations at Vy Capital. Prior to
Vy Capital, Mrs. Lake was previously a Vice President at Deutsche Bank where she had served for over 20 years. During her tenure
at Deutsche Bank, she held various senior fund structuring roles for private bank, international wealth management and institutional clients.






Our Investment and Operations Team





Vy Capital's investment and
operations team is led by the management team and includes the following key team members:





Vamsi Duvvuri is a Managing
Director at Vy Capital and is the head of Vy Capital’s emerging market investments. He is currently a board observer at top growth-stage
companies including Zomato, Upgrade and Urban Company. Prior to joining Vy Capital in 2013, Mr. Duvvuri worked as an equity research
analyst at Religare Capital. Mr. Duvvuri received his BTech degree in Computer Science and Engineering from Indian Institute of Technology,
Kanpur and his MBA from Indian Institute of Management, Ahmedabad.





James Burgess is the Chief
Technology Officer of Vy Capital and is responsible for information technology, cybersecurity, and technical diligence. He has spent the
past 20 years as an entrepreneur and technologist, overseeing operational and engineering roles in the cloud, mobile, and security spaces.
Prior to Vy Capital, Mr. Burgess was the co-founder and CIO of Lookout, a leading cybersecurity company protecting data, privacy,
and mobile devices. At Lookout, Mr. Burgess was responsible for global infrastructure, technical operations, information security,
data engineering, and corporate IT. His cybersecurity work has been recognized at top industry conferences including DEF CON and Black
Hat, and he has co-authored over 25 patents in the field. Mr. Burgess graduated from the University of Southern California with a
B.A. in Social Sciences, emphasis Economics.











9












Pablo Mendoza is a Vice President
at Vy Capital. Prior to Vy Capital, Mr. Mendoza worked at Goldman Sachs’ investment banking division where he executed multiple
cross-border M&A transactions. Pablo is a graduate of Columbia University, double majoring in Latin American Studies and Business
Management.






Our Sponsorship Team






Vy Capital





Vy Capital is a global technology
investment company with over $2 billion in assets under management. Co-founded by Alexander Tamas and John Hering, Vy Capital takes a
fundamentally long term approach partnering with technology founders across the globe to build category defining companies that have the
potential to meaningfully impact humanity. Vy Capital makes a small number of concentrated investments in pioneering technology companies
and manages capital primarily on behalf of its founders and limited partners. Vy Capital has advisory offices in San Francisco and Dubai.






Moore Capital





Moore Capital Management,
LP (“MCM”) is a private investment firm with offices in New York, London and Hong Kong. A hedge fund industry pioneer, MCM
was founded in 1989 by Louis Moore Bacon, who serves as MCM’s Chairman and Chief Executive Officer. MCM’s multi-manager platform
invests the private capital of MCM’s principals, with MCM having returned client assets from its multi-asset hedge funds at the
beginning of 2020. MCM’s portfolio management teams invest in all sectors of global markets, including equities, foreign exchange,
interest rates, credit, and commodities. Moore Strategic Ventures, LLC, Mr. Bacon’s private equity and special opportunities
vehicle, invests in businesses and managed funds worldwide, including funds managed by Vy Capital.






Business Strategy





Our strategy is to identify
and complete a business combination where we can apply our unique global operational and investment expertise in order to create value
for our shareholders over time. We believe our prior investing and operating experience, alongside our deep network of founder relationships
will allow us to identify a wide range of attractive combination opportunities. We seek to use our capital to empower founders, executives
and management teams to build category defining businesses that will stand the test of time.





Vy Capital’s core philosophy and investment
strategy is defined by the following objectives:















We understand the power of technology:

We have founded, invested in and scaled
technology companies to valuations in the billions. The founders with whom we have partnered value our technical expertise, particularly
in cybersecurity, in addition to our operating and strategic advice.











​•




We look for businesses that are founder-led with a long-term vision:

We are founders at heart, and
believe that a vision-driven founder mentality and commitment to building for the long-term are critical to business success. We
believe that category-defining companies address large markets where sustainable competitive advantages can drive long-term growth
and value creation. We aim to maximize our returns and capture value by investing for the long term, and viewing opportunities with
a multi-decade time horizon.











​•




We


are deeply involved in the strategic and operational aspects of businesses:

Our track record
in founding, investing, scaling, and operating successful businesses provides our team with invaluable experience. We have applied
this expertise in several of our prior investments and have realized successful outcomes as a result. Examples of our strategic and
operational involvement include the hiring of senior management and software engineering teams, the build out of data science
platforms, advising on mergers and acquisitions, IPO processes, commercial rollout strategies, new market assessments, product
features and ideas, and the orchestration of large private capital raises in addition to our own investments.










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We believe in the human element of business:

We invest heavily in long-term relationships that are built
on personal connection and trust. Our proprietary deal sourcing has been enabled by authentic relationships established well before
any transaction. Additionally, our partnerships with management teams enable us to become long-standing advisors for the businesses
in which we invest. Our portfolio company email addresses, company ID badges, and access to internal data systems reflect the trust
we have built with founders and teams.











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We are selective and have unique access:

We have led fundraising rounds in the vast majority of our past
investments at Vy Capital and avoid competitive processes. We believe this philosophy, combined with our expertise, maximizes
returns for our investors, and drives us to pursue opportunities that are unique and proprietary. With the increase in available
capital, we recognize the value of mutual selectivity, and focus on partnering with founders who share our vision, long-term
orientation and value our network and expertise.











​•


We are driven and empowered by data:

As part of our investment process, we employ a data-driven approach
to vet and underwrite businesses. We incubated and commercialized our own proprietary data analytics platform, Synaptic, to assess
the performance of businesses from the outside in utilizing over 5 billion unique data points every month. This platform enables us
to derive key insights about a potential investment before ever meeting the company and is currently utilized by a number of
world-class investment firms.




We plan to consider companies
in a variety of sectors but are guided by the tenets of our philosophy as articulated above.





Following the initial business combination, we
expect to collaborate with management on a number of initiatives, including, but not limited to, navigating the public markets, mergers
and acquisitions, capital allocation decisions, talent acquisition, and broadening their network of potential partners and customers.
We believe our track record of strategic and operational success as well as our support of management teams will make us a partner of
choice for a category-defining business.






Our Value Add





We believe our founder mentality,
our vast experience as entrepreneurs and operators at scale, our global operational and strategic expertise, and our investing acumen
give us an advantage to attract a category-defining technology company for a business combination and help it achieve substantial long-term
growth.







Founder
mindset:

We don’t just know founders, we are founders. We believe that this mentality enables us to build strong
and lasting relationships with operators and enables us to provide differentiated advice for our partners.







Long-term commitment:

We invest in businesses that have long-term potential and an opportunity to define an industry.
We are therefore committed to providing advice and expertise that has the long-term success of a business in mind rather than optimizing
solely for quarterly performance. We believe that this will be valuable as we collaborate with management teams following our initial
business combination.







Inherently global:

We have built, operated, and invested in firms across the globe, including in the United States,
Asia, and Europe. We apply lessons learned from an investment in one geography across all others with a globally distributed team designed
to meet entrepreneurs where they live. We believe our global approach is instrumental in supporting our initial business combination.







Strategic, operational, and capital advice:

We have a strong track record of building and scaling businesses.
Our success in these companies has been predicated on our ability to provide strong strategic, operational, and capital advice. We believe
this balanced approach allows us to provide a broad range of value to businesses that we partner with.







Proprietary deal sourcing:

We believe that the lessons we have learned through our proprietary deal sourcing process
can be applied to enable and empower businesses. We seek to evaluate opportunities where we can apply this expertise and knowledge in
order to drive value.











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Acquisition Criteria





Consistent with our investment
philosophy and strategy, we plan to identify high-quality businesses run by exceptional management teams driving category defining market
opportunities. We expect to be guided by the objectives outlined above in evaluating opportunities, but we may decide to complete our
initial business combination with a target business that does not meet some or all of these criteria.





The criteria set forth above
are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to
the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management and our investment
team may deem relevant.






Our Forward Purchase Agreement and Committed Capital





We believe our ability to
complete our initial business combination will be enhanced by the certainty we bring by entering into a forward purchase agreement with
each of the forward purchase investors pursuant to which the forward purchase investors have agreed to purchase, in the aggregate, up
to $100,000,000 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 on 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 terms of the forward
purchase shares and forward purchase warrants, respectively, will generally be identical to the terms of the shares of Class A common
stock and the redeemable warrants included in the units publicly issued, except that the forward purchase shares will have certain registration
rights, as described herein.





We believe our committed capital will make us
more attractive to a potential business combination target.






Initial Business Combination





The NYSE rules and our
amended and restated memorandum and articles of association require that our initial business combination must be with one or more operating
businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed
to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We refer to
this as the 80% net assets test. If our board of directors is not able to independently determine the fair market value of the partner
business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from
an independent investment banking firm, which is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent
valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such
opinion nor will they be able to rely on such opinion. We anticipate structuring our initial business combination so that the post-transaction
company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business
or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less
than 100% but more of such interests or assets of the target business in order to meet certain objectives of the target management team
or stockholders or for other reasons. We will complete our initial business combination only if the post-business combination company
in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the partner or is
otherwise not required to register as an investment company under the Investment Company Act. Even if the post business combination company
owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business
combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the
partner and us in the business combination transaction. If less than 100% of the equity interests or assets of a partner business or businesses
are owned or acquired by the post business combination company, the portion of such business or businesses that is owned or acquired is
what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more
than one partner business, the 80% be based on the aggregate value of all of the partner businesses and we will treat the partner businesses
together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.











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While we consider it unlikely
that our board will not be able to make an independent determination of the fair market value of a partner business or businesses, our
board may be unable to do so if our board is less familiar or experienced with the partner company’s business, there is a significant
amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development,
operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board
determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely
state that the fair market value of the partner business meets the 80% of net assets test, unless such opinion includes material information
regarding the valuation of a partner business or the consideration to be provided, it is not anticipated that copies of such opinion would
be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and
file with the SEC in connection with a proposed transaction will include such opinion.





We may pursue an initial business
combination opportunity jointly with our sponsor, Vy Capital or one or more of its affiliates and/or investors in Vy Capital, 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. Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce
the percentage ownership of our then-existing stockholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions
of our Class B ordinary shares, issuances or deemed issuances of Class A ordinary shares or equity-linked securities (other
than the forward purchase securities) would result in an adjustment to the ratio at which Class B ordinary shares shall convert into
Class A ordinary such that our sponsor and its permitted transferees, if any, would retain its aggregate percentage ownership
at 20%, on an as-converted basis, of the sum of the total number of ordinary shares issued and outstanding upon the consummation of the
Initial Public Offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion
or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or
in relation to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public
shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A
ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants
issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans, unless the holders
of a majority of the then outstanding Class B ordinary agree to waive such adjustment with respect to such issuance or deemed issuance
at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than
one-to-one. Neither our sponsor nor Vy Capital nor any of their respective affiliates, have an obligation to make any such investment.





We currently anticipate structuring
our initial business combination so that the post-business combination company in which our public shareholders own shares will own or
acquire 100% of the equity interests or assets of the partner business or businesses. We may, however, structure our initial business
combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the partner
business in order to meet certain objectives of the partner management team or shareholders or for other reasons including an Affiliated
Joint Acquisition, as described above, 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 partner or otherwise acquires a controlling interest in the partner
sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). Even if the post-business combination company owns or acquires 50% or more of the voting securities of the partner,
our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company,
depending on valuations ascribed to the partner and us in the 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, shares or other equity interests
of a partner. In this case, we would acquire a 100% controlling interest in the partner. However, as a result of the issuance of a substantial
number of new shares, our shareholders immediately prior to the completion of our initial business combination could own less than a majority
of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets
of a partner business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses
that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more
than one partner business, the 80% of net assets test will be based on the aggregate value of all of the partner businesses and we will
treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval,
as applicable.











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Our sponsor has indicated
an interest to purchase up to an aggregate of 10,000,000 of our Class A ordinary shares (for $10.00 per share or $100,000,000 in
the aggregate) in a private placement that would occur concurrently with the consummation of our initial business combination. The capital
from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess
capital from such private placement would be used for working capital in the post-transaction company. However, because indications of
interest are not binding agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase
fewer shares than it has indicated an interest in purchasing. We are not under any obligation to sell any such shares. Such investment
would be made on terms and conditions determined at the time of the business combination.






Other Considerations





We are not prohibited from
pursuing an initial business combination or subsequent transaction with a company that is affiliated with Vy Capital, our sponsor, founders,
officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Vy Capital,
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.





Affiliates of Vy Capital and
members of our board of directors will directly or indirectly own founder shares and private placement warrants following the 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 of our officers and directors may have a conflict of
interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors
were to be included by a target business as a condition to any agreement with respect to our initial business combination.





Vy Capital may manage multiple
investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking
our initial business combination. These Vy Capital investment entities may be seeking acquisition opportunities and related financing
at any time. We may compete with any one or more of them on any given acquisition opportunity.





In addition, certain of our
founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to
other entities, including without limitation, investment funds, accounts, co-investment vehicles and other entities managed by affiliates
of Vy Capital and certain companies in which Vy Capital or such entities have invested. As a result, if any of our founders, officers
or directors becomes aware of a business combination opportunity, which is suitable for an entity to which he, she or it has then-current
fiduciary or contractual obligations (including, without limitation, any Vy Capital funds or other investment vehicles), then, subject
to their fiduciary duties under applicable law, he or she will need to honor such fiduciary or contractual obligations to present such
business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to
pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to
Vy Capital or our founders may be suitable for both us and a current or future Vy Capital fund, portfolio company or other investment
entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before being
directed, if at all, to us. None of Vy Capital, our founders or any members of our board of directors who are also employed by Vy Capital
or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware
solely in their capacities as officers or executives of Vy Capital.





In addition, our founders,
officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of
interest in allocating management time among various business activities, including identifying potential business combinations and monitoring
the related due diligence. Moreover, our founders, officers and directors have, and will have in the future, time and attention requirements
for current and future investment funds, accounts, co-investment vehicles and other entities managed by Vy Capital. To the extent any
conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts, co-investment vehicles and
other entities managed by Vy Capital (including, without limitation, arising as a result of certain of our founders, officers and directors
being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles and other entities), Vy Capital
and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary,
contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor.











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Unlike some other similarly
structured special purpose acquisition companies, the requirement that we complete our initial business combination within 24 months from
the closing of the Initial Public Offering will be automatically extended to 27 months if we have executed a letter of intent, agreement
in principle or definitive agreement for an initial business combination within 24 months from the Initial Public Offering.






Corporate Information





We currently maintain our executive offices at
Floor 4, Willow House, Cricket Square, Grand Cayman, KY1-9010, Cayman Islands. The information contained on or accessible through our
corporate website or any other website that we may maintain is not part of this Annual Report on Form 10-K.





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 (2018 Revision) of the Cayman Islands,
for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied
on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income,
gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares,
debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution
of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation
of us.





We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the
Jumpstart Our Business Startups Act of 2012 (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 (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 Class A ordinary shares that are held by non-affiliates exceeds $700 million
as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during
the prior three-year period. References herein to “emerging growth company” 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, or (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. To the extent we take advantage of such reduced disclosure
obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.











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Status as a Public Company





We believe our structure
will make us an attractive business combination partner to partner businesses. As an existing public company, we offer a partner 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 partner business may, for example, exchange their capital stock, shares or other equity interests
in the partner 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 partner 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 partner business will have effectively become public, whereas an initial public offering is always
subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent
the offering from occurring or have negative valuation consequences. Once public, we believe the partner 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 founding team’s backgrounds will make us an attractive business partner, some potential partner 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.






Financial Position





With funds available for a business combination
initially in the amount of $554,875,000, after payment of the estimated expenses of the Initial Public Offering and $20,125,000 of deferred
underwriting, we offer a partner business a variety of options such as creating a liquidity event for its owners, providing capital for
the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able
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 partner business 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
be available to us.






Effecting Our Initial Business Combination






General





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. 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 of other companies or for working capital.





Accordingly, there is no
current basis for investors to evaluate the possible merits or risks of the partner business with which we may ultimately complete our
initial business combination.





Although our founding team
will assess the risks inherent in a particular partner business with which we may combine, we cannot assure you that this assessment will
result in our identifying all risks that a partner 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 partner business.











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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 Partner Businesses





Our process of identifying
acquisition partners will leverage our founding 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 partner business candidates may be brought to our attention from various unaffiliated sources, including investment bankers and private
investment funds. Partner 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 partner businesses in which they think we may be interested on an unsolicited
basis, since many of these sources will have read the prospectus related to our Initial Public Offering or this Annual Report on Form 10-K
and know what types of businesses we are pursuing. Our officers and directors, as well as their affiliates, may also bring to our attention
partner 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 or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other
compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only
to the extent our founding team 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 founding team 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 partner in connection with
a contemplated acquisition of such partner by us. We pay our sponsor a total of $10,000 per month for office space, secretarial and administrative
support 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.











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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
any future special purpose acquisition companies we expect they may be involved in and 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. In addition, existing
and future funds managed by Vy Capital and their respective portfolio companies may compete with us for business combination opportunities
and if such opportunities are pursued by such entities, we may be precluded from pursuing such opportunities. All of our executive officers
currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. In addition,
we may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual
obligation. Any such entity 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 entity a class of equity or equity-linked securities. Our amended
and restated articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or
officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company
and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue,
and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. See
“Item 10. Directors, Executive Officers and Corporate Governance-Conflicts of Interest.”






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





In evaluating a prospective
partner 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 partner,
we will proceed to structure and negotiate the terms of the business combination transaction.





The time required to identify
and evaluate a partner 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 partner 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 founding 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:














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











​•

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 Partner’s Management Team





Although we intend to closely
scrutinize the management of a prospective partner business when evaluating the desirability of effecting our initial business combination
with that business, our assessment of the partner 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 founding team, if any, in the partner business cannot presently be stated with any certainty. The determination as to whether any
of the members of our founding 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 founding team will have significant experience or knowledge relating to the operations
of the particular partner business.











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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 partner 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 for business or other reasons.





Under the rules of NYSE
and our amended and restated memorandum and articles of association, shareholder approval would be required for our initial business combination
if, for example:














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;











​•

any of our directors, officers or substantial security holders (as defined by the rules of the NYSE) has a 5% or greater
interest, directly or indirectly, in the partner business or assets to be acquired and if the number of ordinary shares to be
issued, or if the number of ordinary shares into which the securities may be convertible or exercisable, exceeds either (a) 1%
of the number of ordinary shares or 1% of the voting power outstanding before the issuance in the case of any of our directors and
officers or (b) 5% of the number of ordinary shares or 5% of the voting power outstanding before the issuance in the case of
any substantial security holders; or











​•

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:














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;











​•

the expected cost of holding a shareholder vote;











​•

the risk that the shareholders would fail to approve the proposed business combination; other time and budget constraints of the
company; and











​•

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










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





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.











20













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. There will be no redemption rights upon the completion of our initial business combination
with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly
elected to redeem its shares, if a business combination does not close. Our sponsor and our founding team have entered into an agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement warrants
and any public shares purchased during or after the 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 the Initial Public Offering, or 27 months from
the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business
combination within 24 months from the closing of the 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 provide that in no event will we redeem our public shares in an amount that would cause our net
tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules).
However, the proposed business combination may require: (i) cash consideration to be paid to the partner or its owners, (ii) cash
to be transferred to the partner 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
to the tender offer rules of the SEC for business or other reasons.





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














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











​•

file proxy materials with the SEC.










21












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 receive approval pursuant to an ordinary resolution under Cayman Islands
law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In
such case, our sponsor and each member of our founding team have agreed to vote their founder shares and public shares purchased during
or after the Initial Public Offering in favor of our initial business combination. As a result, in addition to our initial shareholders’
founder shares, we would need 21,562,501, or 37.5%, of the 57,500,000 public shares sold in the Initial Public Offering to be voted in
favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding
shares are voted). 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 founding team have entered into an agreement 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 the 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 the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed
a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the
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:














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











​•

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




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 founding to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent
this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the Initial Public Offering could threaten
to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our founding 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 the 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 partner that requires as a closing condition that we have a minimum net worth or a certain amount of cash.











22












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.






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.











23












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 partner until 24 months
from the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement
in principle or definitive agreement for an initial business combination within 24 months from the 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 will have only 24 months from the Initial Public Offering, or 27 months
from the closing of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement
for an initial business combination within 24 months from the Initial Public Offering, to consummate an initial business combination.
If we do not consummate an initial business combination within 24 months from the Initial Public Offering, or 27 months from
the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business
combination within 24 months from the Initial Public Offering, we will: (i) cease all operations except for the purpose of winding
up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held
in the trust account 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 the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors
and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants,
which will expire worthless if we fail to consummate an initial business combination within 24 months from the Initial Public Offering,
or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for
an initial business combination within 24 months from the Initial Public Offering. 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.





Our sponsor and each
member of our founding 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 Initial Public Offering, or 27 months from the Initial Public Offering if
we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within
24 months from the Initial Public Offering (although they will be entitled to liquidating distributions from the trust account
with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the
Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in
principle or definitive agreement for an initial business combination within 24 months from the 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 Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of
intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the 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, unless we provide our public shareholders with the opportunity to redeem their
public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to
pay our income taxes, if any, divided by the number of the then-outstanding public shares. However, we may not redeem our public
shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to
the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number
of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the
related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such
amendment, whether proposed by our sponsor, any executive officer or director, or any other person.











24












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 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 we cannot assure you that there will be sufficient funds for such purpose.





If we were to expend all
of the net proceeds of the 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 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 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 partner 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 founding
team 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 our founding team 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 our founding team to be significantly superior to those
of other consultants that would agree to execute a waiver or in cases where our founding team 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 partner 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 partner 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 the 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 partner businesses.











25












In the event that the proceeds
in the trust account are reduced below the lesser of (i) $10.00 per public share and 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 partner 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 the Initial Public Offering against certain
liabilities, including liabilities under the Securities Act. We will have access to the proceeds of the Initial Public Offering held outside
the trust account 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
insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in
the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims
of third parties with priority over the claims of our shareholders. To the extent any bankruptcy 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 insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions
received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy 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 are
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 within 24 months from the Initial Public Offering, or 27 months from the Initial Public Offering
if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months
from the 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 Initial Public Offering, or 27 months from the Initial
Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination
within 24 months from the 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) 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 Initial Public Offering, or 27 months from the Initial Public Offering if we have executed
a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the
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, or 27 months from the Initial
Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination
within 24 months from the Initial Public Offering.











26













Competition





In identifying, evaluating
and selecting a partner business for our initial business combination, we may encounter intense competition from other entities having
a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public
companies, operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience
identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial,
technical, human and other resources than us. Our ability to acquire larger partner businesses will be limited by our available financial
resources. This inherent limitation gives others an advantage in pursuing the acquisition of a partner 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 and our outstanding warrants, and the future dilution they potentially represent, may not be
viewed favorably by certain partner businesses. Either 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 Floor 4, Willow House, Cricket Square, Grand Cayman, KY1-9010, Cayman Islands. The cost for our use of this space
is included in the $10,000 per month fee we pay to our sponsor for office space, administrative and support services. We consider our
current office space adequate for our current operations.






Employees





We currently have three 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 partner business has been selected for our initial business combination and
the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion of our
initial business combination.






Periodic Reporting and Financial Information





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





We will provide shareholders
with audited financial statements of the prospective partner business as part of the proxy solicitation or tender offer materials, as
applicable, sent to shareholders. These financial statements may be required to be prepared in accordance with, or reconciled to, GAAP,
or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the
standards of the PCAOB. These financial statement requirements may limit the pool of potential partner businesses we may acquire because
some partners 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 the Initial Public Offering, or 27 months from
the closing of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for
an initial business combination within 24 months from the closing of the Initial Public Offering. We cannot assure you that any particular
partner business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with the
requirements outlined above, or that the potential partner business will be able to prepare its financial statements in accordance with
the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed partner
business. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.











27












We will be required to evaluate
our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley Act. Only in the event
that we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company would we
be required to comply with the independent registered public accounting firm attestation requirement on internal control over financial
reporting. A partner business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal
controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the
time and costs necessary to complete any such acquisition.





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 will be 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.





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 Law (2018 Revision) of the
Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing
any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be
levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on
or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of
dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due
under a debenture or other obligation of us.





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





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





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





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 prior June 30, or (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
prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial
statements with other public companies difficult or impossible.











28













Legal Proceedings





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









29





















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, 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.







We have no operating history and no revenues,
and you have no basis on which to evaluate our ability to achieve our business objective.







We
were formed in

August 2020 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 partner businesses. We have no plans, arrangements or understandings with any prospective partner business concerning
a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination,
we will never generate any operating revenues.







Past performance by our founding team or
their affiliates may not be indicative of future performance of an investment in us.






Information regarding performance
by, or businesses associated with, our founding team or their affiliates is presented for informational purposes only. Any past experience
of and performance by our founding team or their affiliates, is not a guarantee either: (1) that we will be able to successfully
identify a suitable candidate for our initial business combination; or (2) of any results with respect to any initial business combination
we may consummate. You should not rely on the historical record of our founding team or any of their affiliates’ as indicative of
the future performance of an investment in us or the returns we will, or are likely to, generate going forward.







Our 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.






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 NYSE 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 partner 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 have not be provided with an opportunity to evaluate the specific merits or risks of any partner 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.











30














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






Our sponsor owns, on an as-converted
basis, 20% of our issued and outstanding ordinary shares. Our sponsor and members of our founding 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 receive approval
pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who
attend and vote at a general meeting of the company. As a result, in addition to our initial shareholders’ founder shares, we would
need 21,562,501, or 37.5%, of the 57,500,000 public shares sold in the 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 founding team to vote in favor of our initial business combination will increase the
likelihood that we will receive the requisite shareholder approval for such initial business combination.







The ability of our public shareholders to
redeem their shares for cash may make our financial condition unattractive to potential business combination partners, which may make
it difficult for us to enter into a business combination with a partner.






We may seek to enter into
a business combination transaction agreement with a prospective partner 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 (so that we do not then
become subject to the SEC’s “penny stock” rules). Consequently, if accepting all properly submitted redemption requests
would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described
above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business
combination. Prospective partners will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction
with us.







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






At the time we enter into
an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore
will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption.





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











31














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






If our initial business combination
agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount
of cash at closing, the probability that our initial business combination would be unsuccessful 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 Initial Public Offering, or 27 months from the Initial Public Offering if we
have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months
from the Initial Public Offering, may give potential partner 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 partners, 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 partner 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 Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter
of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the Initial Public
Offering.





Consequently, such partner
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 partner business, we may be unable to complete our initial business combination with
any partner 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.








Our
search for a business combination, and any partner business with which we ultimately consummate a business combination, may be
materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets.



















The
COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, lowered equity market valuations,
created significant volatility and disruption in financial markets, and increased unemployment levels, all of which may become
heightened concerns as a result of new variants of infection or future developments. In addition, the pandemic has resulted in
temporary closures of many businesses and the institution of social distancing and sheltering in place requirements in many states
and communities. The COVID-19 pandemic has and a significant outbreak of other infectious diseases could result in a widespread
health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential partner
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 concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with
potential investors or the partner business’s personnel, vendors and services providers are unavailable to negotiate and consummate
a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments,
which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and
the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern
continue for an extensive period of time, our ability to consummate a business combination, or the operations of a partner 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.











32














We may not be able to consummate an initial
business combination within 24 months after the Initial Public Offering, or 27 months from the Initial Public Offering if we
have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months
from the 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 partner business and consummate an initial business combination within 24 months after the Initial Public Offering, or
27 months from the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement
for an initial business combination within 24 months from the 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 COVID-19 pandemic continues both in the U.S. and globally and new variants are circulating. While the extent
of the impact of the pandemic on us will depend on future developments, it could limit our ability to complete our initial business combination,
including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms
acceptable to us or at all. Additionally, the COVID-19 pandemic 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 the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for
claims of creditors and the requirements of other applicable law. 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.







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.






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 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 partner 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.











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






We will comply with the proxy
rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite
our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such
shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials,
as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe
the various procedures that must be complied with in order to validly redeem or tender public shares. In the event that a shareholder
fails to comply with these procedures, its shares may not be redeemed. See “Item 1. Business-Tendering Share Certificates in Connection
with a Tender Offer or Redemption Rights.”







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






Our public shareholders are
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 Initial Public Offering,
or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement
for an initial business combination within 24 months from the 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 Initial Public Offering,
or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement
for an initial business combination within 24 months from the 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 Initial Public Offering, or 27 months
from the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial
business combination within 24 months from the 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.







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






Our Class A ordinary
shares and warrants are listed on NYSE. We expect to cotinute to meet the minimum initial listing standards set forth in NYSE’s
listing standards, our securities may not be, or may not continue to be, listed on NYSE in the future or prior to the completion of our
initial business combination. In order to continue listing our securities on NYSE 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 $1,100,000) and a minimum number of holders of our securities (generally 400 public holders). Additionally, our units
will not be traded after completion of our initial business combination and, in connection with our initial business combination, we will
be required to demonstrate compliance with NYSE’s initial listing requirements, which are more rigorous than NYSE’s continued
listing requirements, in order to continue to maintain the listing of our securities on NYSE. 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
$5,000,000 and we would be required to have a minimum of 400 round-lot holders. We may not be able to meet those initial listing requirements
at that time.











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If NYSE 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:


















a limited availability of market quotations for our securities;













reduced liquidity for our securities;













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













a limited amount of news and analyst coverage; and













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




The National Securities
Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities,
which are referred to as “covered securities.” Because we expect that our units and eventually our Class A ordinary
shares and warrants will be listed on NYSE, our units, Class A ordinary shares and warrants will qualify as covered securities
under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the
states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can
regulate or 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 NYSE, 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.







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






If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated memorandum and articles of association 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 more than an aggregate
of 15% of the shares sold in the Initial Public Offering, which we refer to as the “Excess Shares,” without our prior consent.
However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our
initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.
Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.
And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required
to sell your shares in open market transactions, potentially at a loss.







Because of our limited resources and the
significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination.
If we 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.












35














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 partner businesses we could potentially
acquire with the net proceeds of the Initial Public Offering and the sale of the private placement warrants, our ability to compete with
respect to the acquisition of certain partner businesses that are sizable will be limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing the acquisition of certain partner 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. Partner 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.











If the net proceeds of the Initial Public
Offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for
the 24 months following the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter
of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the Initial Public
Offering, it could limit the amount available to fund our search for a partner business or businesses and complete our initial business
combination, and we will depend on loans from our sponsor or founding team to fund our search and to complete our initial business combination.






Of the net proceeds of the
Initial Public Offering and the sale of the private placement warrants, only the funds outside the trust account are available to fund
our working capital requirements. We believe that, upon the Initial Public Offering, the funds available to us outside of the trust account,
together with funds available from loans from our sponsor, members of our founding team or any of their affiliates will be sufficient
to allow us to operate for at least the 24 months following the Initial Public Offering, or 27 months from the Initial Public
Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within
24 months from the Initial Public Offering; however, our estimate may not be accurate, and our sponsor, members of our founding team
or any of their affiliates are under no obligation to advance funds to us in such circumstances. Of the 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 partner business. We could
also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed
to keep partner businesses from “shopping” around for transactions with other companies or investors on terms more favorable
to such partner businesses) with respect to a particular proposed business combination, although we do not have any current intention
to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a partner 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 partner business.





Neither our sponsor, members
of our founding 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 founding 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.







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












36














Even if we conduct due diligence
on a partner business with which we combine, this diligence may not surface all material issues with a particular partner business. In
addition, factors outside of the partner business and outside of our control may later arise. As a result of these factors, we may be
forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in
our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known
risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and
not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions
about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be
subject as a result of assuming pre- existing debt held by a partner business or by virtue of our obtaining post-combination debt financing.







Accordingly, any holders
who choose to retain their securities following the business combination could suffer a reduction in the value of their securities.





Such holders are unlikely
to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our
officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim
under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained
an actionable material misstatement or material omission.







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.






Our placing of funds in the
trust account may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers
(excluding our independent registered public accounting firm), prospective partner businesses and other entities with which we do business
execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the
benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not
be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary
responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain
advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute
an agreement waiving such claims to the monies held in the trust account, our founders 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 our founding team 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 our founding team to be significantly superior to those of other consultants that would agree to execute
a waiver or in cases where our founding team 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 Initial Public Offering, or 27 months from
the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business
combination within 24 months from the 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. Our sponsor has agreed
in a letter agreement with us 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 partner 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 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 partner 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 the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover,
in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent
of any liability for such third party claims.











37


















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 partner businesses.







Since only holders of our founder shares
will have the right to vote on the appointment of directors, upon the listing of our shares on the NYSE, the NYSE may consider us to be
a ‘controlled company’ within the meaning of the NYSE rules and, as a result, we may qualify for exemptions from certain
corporate governance requirements.






Prior to our initial business
combination only holders of our founder shares will have the right to vote on the appointment of directors. As a result, the NYSE may
consider us to be a ‘controlled company’ within the meaning of the NYSE corporate governance standards. Under the NYSE 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:














we have a board that includes a majority of ‘independent directors,’ as defined under the
rules of the NYSE;













we have a compensation committee of our board that is comprised entirely of independent directors with a written charter













addressing the committee’s purpose and responsibilities;
and















we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a
written charter addressing the committee’s purpose and responsibilities.




We do not intend
to utilize these exemptions and intend to comply with the corporate governance requirements of the NYSE, subject to applicable phase-in
rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded
to shareholders of companies that are subject to all of the NYSE corporate governance requirements.







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






In the event that the proceeds
in the trust account are reduced below the lesser of (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.







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






The proceeds held in the
trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market
funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury
obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded
negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years,
and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies
in the United States. In the event that we do not to complete our initial business combination or make certain amendments to our amended
and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds
held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial
business combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the
per-share redemption amount received by public shareholders may be less than $10.00 per share.











38
















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






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







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






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







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






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














restrictions on the nature of our investments; and













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




In addition, we may have imposed upon us burdensome
requirements, including:














registration as an investment company with the SEC;













adoption of a specific form of corporate structure; and













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




In order not to
be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we
are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include
investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive
of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination
and thereafter to operate the post-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.











39














We do not believe that our
anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may
only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under
the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee
is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having
a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the 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. Our securities are not intended to be for persons who are seeking a return on investments in government securities
or investment securities. 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
Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in principle
or definitive agreement for an initial business combination within 24 months from the Initial Public Offering, (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 Initial
Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in principle or
definitive agreement for an initial business combination within 24 months from the 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.







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






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







If we do not consummate an initial business
combination within 24 months from the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed
a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the
Initial Public Offering, our public shareholders may be forced to wait beyond such 24 months, or 27 months from the Initial
Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination
within 24 months from the Initial Public Offering, before redemption from our trust account.












40














If we do not consummate an
initial business combination within 24 months from the Initial Public Offering, or 27 months from the Initial Public Offering
if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months
from the 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 Initial Public Offering,
or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement
for an initial business combination within 24 months from the 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
public shareholders be entitled to distributions if we do not complete our initial business combination and do not amend certain provisions
of our amended and restated memorandum and articles of association. Our 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.











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






If we are forced to enter
into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that
immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course
of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors
may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, 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 may not hold an annual general meeting
until after the consummation of our initial business combination.






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







Holders of Class A ordinary shares
will not be entitled to vote on any appointment of directors we hold prior to the completion of our initial business combination.






Prior to the completion of
our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders
of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion
of an 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.







We are not registering the Class A
ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and 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.












41














We are not registering the
Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time.
However, under the terms of the warrant agreement, we have agreed 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 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 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 holders to exercise their warrants
on a cashless basis. 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 Section 3(a)(9) of
the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but
we will use our 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 no value and expire
worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase
price solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from registration
exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders
of the warrants included as part of units sold. In such an instance, our sponsor and its transferees (which may include our founding
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.











Our ability to require holders of our warrants
to exercise such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration statement
covering the Class A ordinary shares issuable upon exercise of these warrants will cause holders to receive fewer Class A ordinary
shares upon their exercise of the warrants than they would have received had they been able to pay the exercise price of their warrants
in cash.






If we call the warrants for
redemption for cash, we will have the option, in our sole discretion, to require all holders that wish to exercise warrants to do so on
a cashless basis. If we choose to require holders to exercise their warrants on a cashless basis or if holders elect to do so when there
is no effective registration statement, the number of Class A ordinary shares received by a holder upon exercise will be fewer than
it would have been had such holder exercised his or her warrant for cash.





For example, if the holder
is exercising 875 public warrants at $11.50 per share through a cashless exercise when the Class A ordinary shares have a fair market
value of $17.50 per share, then upon the cashless exercise, the holder will receive 300 Class A ordinary shares. The holder would
have received 875 Class A ordinary shares if the exercise price was paid in cash. This will have the effect of reducing the potential
“upside” of the holder’s investment in our company because the warrantholder will hold a smaller number of Class A
ordinary shares upon a cashless exercise of the warrants they hold.







The warrants may become exercisable and
redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security
at this time.






In 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.











42
















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










Pursuant to an agreement
entered into concurrently with the the Initial Public Offering, our initial shareholders, and their permitted transferees can demand that
we register the Class A ordinary shares into which founder shares are convertible, the private placement warrants and the Class A
ordinary shares issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion of working capital
loans and the Class A ordinary shares issuable upon conversion of such warrants. The registration and availability of such a significant
number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares.
In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude.
This is because the shareholders of the partner 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.







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






We may pursue business combination
opportunities in any sector, except that we will not, under our amended and restated memorandum and articles of association, be permitted
to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. Because
we have not yet selected any specific partner business with respect to a business combination, there is no basis to evaluate the possible
merits or risks of any particular partner business’s operations, results of operations, cash flows, liquidity, financial condition
or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business
operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established
record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development
stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular partner business, we may
not properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore,
some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will
adversely impact a partner 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 partner. 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 unless they are able to successfully claim that the reduction was due to the breach
by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private
claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination
contained an actionable material misstatement or material omission.







We may seek acquisition opportunities in
industries or sectors which may or may not be outside of our founders’ area of expertise.






We will consider a business
combination outside of our founders’ area of expertise if a business combination partner is presented to us and we determine that
such candidate offers an attractive acquisition opportunity for our company. Although our founding team will endeavor to evaluate the
risks inherent in any particular business combination partner, we may not adequately ascertain or assess all of the significant risk factors.
We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to our investors than a
direct investment, if an opportunity were available, in a business combination partner. In the event we elect to pursue an acquisition
outside of the areas of our founders’ expertise, our founders’ expertise may not be directly applicable to its evaluation
or operation, and the information contained in this Annual Report on Form 10-K regarding the areas of our founders’ expertise
would not be relevant to an understanding of the business that we elect to acquire. As a result, our founding team 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 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 unless they are able to successfully claim that the reduction was due to the breach by our officers or directors
of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws
that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material
misstatement or material omission.











43
















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






Although we have identified
general criteria for evaluating prospective partner businesses, it is possible that a partner 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 partner 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 partner 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 partner 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 partner 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 are not required to obtain an opinion
from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that
the price we are paying for the business is fair to our shareholders from a financial point of view.






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







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.






Our amended and restated
memorandum and articles of association authorizes the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per
share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share.
Immediately after the Initial Public Offering, there will be 407,625,000 and 5,625,000 authorized but unissued Class A ordinary shares
and Class B ordinary shares, respectively, available for issuance which amount includes shares reserved for issuance upon exercise
of outstanding warrants or 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 initial business combination as described herein and
in our amended and restated memorandum and articles of association. As of the date of this Annual Report on Form 10-K, there will
be no preference shares issued and outstanding.





We may issue a substantial
number of 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 to redeem the warrants
as described in “

Redemptions of warrants for cash when the price per Class A ordinary share equals or exceeds $10.00


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 (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:

















44























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













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













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













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;













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













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










Our initial shareholders may receive additional
Class A ordinary shares if we issue shares to consummate an initial business combination.






The founder 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 that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate,
on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the
Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable
upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in
relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities
exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial
business combination and any private placement warrants issued to our sponsor, members of our founding team or any of their affiliates
upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares
at a rate of less than one to one.







Resources could be wasted in researching
acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another
business. If we 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 anticipate that the investigation
of each specific partner 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 partner business, we may fail to complete our initial business
combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs
incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we 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 be a passive foreign investment company,
or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.












45














If we are a PFIC for any
taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined by the Internal Revenue Service
(“IRS”)) of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax
consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years
may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up
exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly,
there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual
PFIC status for any taxable year will not be determinable until after the end of such taxable year. Moreover, if 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 IRS may require,
including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund”
election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable
with respect to our warrants in all cases. We urge U.S. investors to consult their tax advisors regarding the possible application of
the PFIC rules.











We may reincorporate in another jurisdiction
in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.






We may, in connection with
our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction
in which the partner company or business is located or in another jurisdiction. The transaction may require a shareholder or warrantholder
to recognize taxable income in the jurisdiction in which the shareholder or warrantholder is a tax resident or in which its members are
resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrantholders to pay such
taxes. Shareholders or warrantholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the
reincorporation.







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.






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





In particular, there is uncertainty
as to whether the courts of the Cayman Islands or any other applicable jurisdictions would recognize and enforce judgments of U.S. courts
obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States
or any state in the United States or entertain original actions brought in the Cayman Islands or any other applicable jurisdiction’s
courts against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.







Past performance by Vy Capital, including
our management team, may not be indicative of future performance of an investment in us.






Information regarding performance
by, or businesses associated with, Vy Capital is presented for informational purposes only. Any past experience and performance of Vy
Capital or our management team is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate
for our initial business combination; or (2) of any results with respect to any initial business combination we may consummate. You
should not rely on the historical record of Vy Capital or our management team’s performance as indicative of the future performance
of an investment in us or the returns we will, or are likely to, generate going forward. An investment in us is not an investment in Vy
Capital. None of our sponsor, officers, directors or Vy Capital has had experience with a blank check company or special purpose acquisition
company in the past.











46
















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






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













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






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







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






Our 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 partner business. In addition,
pursuant to an agreement to be entered into on or prior to the Initial Public Offering, our sponsor, upon and following consummation
of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long
as the sponsor holds any securities covered by the registration and shareholder rights agreement, which is described under the
section of this Annual Report on Form 10-K entitled “Description of Securities—Registration and Shareholder
Rights.”







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






When evaluating the desirability
of effecting our initial business combination with a prospective partner business, our ability to assess the partner business’s
management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the partner business’s
management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should
the partner business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the
operations and profitability of the post-combination business may be negatively impacted. Accordingly, any 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.







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












47














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









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.






Our executive officers and
directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating
their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time
employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business
endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific
number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our
executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs
in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact
on our ability to complete our initial business combination. For a complete discussion of our executive officers’ and directors’
other business affairs, please see “Item 10. Directors, Executive Officers and Corporate Governance.”







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.






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,
including private funds under the management of Vy Capital and their respective portfolio companies, 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. In addition, existing and future funds managed by Vy Capital and their respective portfolio companies may compete
with us for business combination opportunities and, if such opportunities are pursued by such entities, we may be precluded from pursuing
such opportunities. 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 partner business may be presented to another entity
prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.





In addition, our founders
and our directors and officers expect in the future to become affiliated with other public 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 partner 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 and restated memorandum and articles of association provides that we renounce our interest in any
business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely
in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.






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

, and Director Independence.”







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












48














We have not adopted a policy
that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary
or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.
In fact, we may enter into a business combination with a partner business that is affiliated with our sponsor, our directors or executive
officers, although we do not intend to do so or we may acquire a target business through an Affiliated Joint Acquisition with one or more
affiliates of Vy Capital and/or one or more investors in Vy Capital funds. Nor do we have a policy that expressly prohibits any such persons
from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have
a conflict between their interests and ours. As a result, there may be substantial overlap between companies that would be a suitable
business combination for us and companies that would make an attractive target for the Vy Capital funds.









The personal and financial
interests of our directors and officers may influence their motivation in timely identifying and selecting a partner business and completing
a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable partner
business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination
are appropriate and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to
us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’
rights. See the section titled “Description of Securities—Certain Differences in Corporate Law—Shareholders’ Suits”
for further information on the ability to bring such claims. However, we might not ultimately be successful in any claim we may make against
them for such reason.







We may engage in a business combination
with one or more partner businesses that have relationships with entities that may be affiliated with our sponsor, executive officers,
directors or initial shareholders which may raise potential conflicts of interest.






In light of the involvement
of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with
our sponsor, executive officers, directors or initial shareholders. Our directors also serve as officers and board members for other entities,
including, without limitation, those described under “Conflicts of Interest.” Our sponsor and our officers and directors may
sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during
the period in which we are seeking an initial business combination. Such entities may compete with us for business combination opportunities.
Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination
with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with
any such entity or entities.





Although we will not be
specifically focusing on, or pursuing, any transaction with any affiliated entities, we would pursue such a transaction if we
determined that such affiliated entity met our criteria for a business combination as set forth in “Item 1. Business-Evaluation of a Partner 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 a member 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.





Moreover, we may pursue an
Affiliated Joint Acquisition opportunity with one or more affiliates of Vy Capital and/or one or more investors in Vy Capital. 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 business combination by issuing to such parties a class of equity or equity-linked securities. Accordingly, such persons
or entities may have a conflict between their interests and ours.







A conflict of interest may arise from the
need to obtain the consent of Vy Capital, which owns a significant interest in our sponsor, to our business combination.






We may elect not to complete
a business combination without the consent of Vy Capital, which owns a significant interest in our sponsor. As a consequence, interests
of affiliates of our sponsor may conflict with those of the rest of our stockholders if Vy Capital does not wish to proceed with a business
combination.







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 partner is appropriate for our initial business combination.












49














On August 19, 2020 our
sponsor paid $25,000, or approximately $0.002 per share, to cover for certain offering costs in consideration for 14,375,000 founder shares.
Subsequently, our sponsor transferred 50,000 Class B ordinary shares to each of our independent directors. Prior to the initial investment
in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares
was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless
if we do not complete an initial business combination. In addition, our sponsor has purchased, pursuant to a written agreement, 9,000,000
private placement, at a purchase price of $13,500,000, in a private placement that closed simultaneously with the Initial Public Offering.
If we do not consummate an initial business within 24 months from the Initial Public Offering, or 27 months from the Initial
Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination
within 24 months from the Initial Public Offering, the private placement warrants (and the underlying securities) will expire worthless.
The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting
a partner business combination, completing an initial business combination and influencing the operation of the business following the
initial business combination. This risk may become more acute as the 24-month anniversary of the Initial Public Offering, or 27-month
anniversary of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for
an initial business combination within 24 months from the Initial Public Offering, nears, which is the deadline for our consummation
of an initial business combination.













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






Although we have no commitments
as of the date of this Annual Report on Form 10-K to issue any notes or other debt, or to otherwise incur debt following the Initial
Public Offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed
that we will not incur any indebtedness unless we have obtained from the lender a waiver of 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:














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













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













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













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













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













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













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













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













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








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












50


















The net proceeds from the
Initial Public Offering and the sale of the private placement warrants will provide us with $554,875,000 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 estimated expenses of the Initial Public Offering).





We may effectuate our initial
business combination with a single partner business or multiple partner businesses simultaneously or within a short period of time. However,
we may not be able to effectuate our initial business combination with more than one partner business because of various factors, including
the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC
that present operating results and the financial condition of several partner 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
industries or different areas of a single industry. Accordingly, the prospects for our success may be:














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













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




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







We may attempt to simultaneously complete
business combinations with multiple prospective partners, which may hinder our ability to complete our initial business combination and
give rise to increased costs and risks that could negatively impact our operations and profitability.






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







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






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







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












51














We may structure our initial
business combination so that the post-business combination company in which our public shareholders own shares will own less than 100%
of the equity interests or assets of a partner 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 partner or otherwise acquires a controlling interest
in the partner 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 partner, our shareholders prior to the completion of our initial business combination may collectively own
a minority interest in the post-business combination company, depending on valuations ascribed to the partner 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 equity interests of a partner. In this case, we would acquire a 100% interest in
the partner. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately
prior to such transaction could own less than a majority of our issued and outstanding Class A ordinary shares subsequent to such
transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining
a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our founding team
will not be able to maintain control of the partner business.











We may seek business combination opportunities
with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our
desired results.






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





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







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






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







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












52














In order to effectuate a
business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments,
including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased
redemption thresholds, extended the time to consummate a business combination and, with respect to their warrants, amended their warrant
agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and
articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the
approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and amending
our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment
to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants,
50% of the number of the then outstanding private placement warrants. In addition, our amended and restated memorandum and articles of
association requires us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an
amendment to our amended and restated memorandum and articles of association (A) 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 Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement
in principle or definitive agreement for an initial business combination within 24 months from the 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. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through
this registration statement, we would register, or seek an exemption from registration for, the affected securities.













The 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.






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 that any of its provisions related to pre-business combination activity (including
the requirement to deposit proceeds of the Initial Public Offering and the sale of the private placement warrants into the trust account
and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein)
may be amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at
a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our trust account
may be amended if approved by holders of at least 65% of our ordinary shares; provided that the provisions of our amended and restated
memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may
only be amended by a special resolution passed by holders representing at least two-thirds of our issued and outstanding Class B
ordinary shares. Our initial shareholders, and their permitted transferees, if any, who will collectively beneficially own, on an as-converted
basis, 20% of our Class A ordinary shares upon the Initial Public Offering, will participate in any vote to amend our amended and
restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose.
As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our
pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business
combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum
and articles of association.





Our sponsor, 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 Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in
principle or definitive agreement for an initial business combination within 24 months from the 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; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary
shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our
income taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders are not parties to, or
third-party beneficiaries of, this agreement and, as a result, will not have the ability to pursue remedies against our sponsor,
executive officers or directors for any breach of this agreement. As a result, in the event of a breach, our
shareholders would need to pursue a shareholder derivative action, subject to applicable law.











53


















Our letter agreement with our sponsor, officers
and directors may be amended without shareholder approval.






Our letter agreement with
our sponsor, officers and directors contain provisions relating to transfer restrictions of our founder shares and private placement warrants,
indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account.
The letter agreement may be amended without shareholder approval (although releasing the parties from the restriction not to transfer
the founder shares for 185 days following the date of the Initial Public Offering will require the prior written consent of the underwriters).
While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be
possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments
to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an
adverse effect on the value of an investment in our securities.







We may be unable to obtain additional financing
to complete our initial business combination or to fund the operations and growth of a partner business, which could compel us to restructure
or abandon a particular business combination. If we are unable to complete our initial business combination, 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.






Although we believe that
the net proceeds of the 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 partner business we cannot ascertain the capital requirements
for any particular transaction. If the net proceeds of the 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 partner 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 partner 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 partner business. The failure to secure additional financing could have a material
adverse effect on the continued development or growth of the partner 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.







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












54














Upon the Initial Public Offering,
our initial shareholders will 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 purchased any units in the Initial
Public Offering or if our initial shareholders purchase any additional Class A ordinary shares in the aftermarket or in privately
negotiated transactions, this would increase their control. Neither our sponsor nor, to our knowledge, any of our officers or directors,
have not or have any current intention to purchase additional securities, other than as disclosed in this Annual Report on Form 10-K.
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 appoint new directors prior to the completion of our initial business combination, in which case
all of the current directors will continue in office until at least the completion of the business combination. If there is an annual
general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be
considered for election and our sponsor, because of its ownership position, will control the outcome, as only holders of our Class B
ordinary shares will have the right to vote on the election 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.











55

















We may amend the terms of the warrants in
a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public
warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of
our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.






Our warrants will be issued
in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The
warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct
any defective provision or correct any mistake, including to conform the provisions of the warrant agreement to the description of the
terms of the warrants and the warrant agreement set forth in this Annual Report on Form 10-K, but requires the approval by 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. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least
50% of the then-outstanding public warrants approve of such amendment and, solely with respect to any amendment to the terms of the private
placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the
then outstanding private placement warrants. Although our ability to amend the terms of the public warrants with the consent of at least
50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase
the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A
ordinary shares purchasable upon exercise of a warrant. We may redeem your unexpired warrants prior to their exercise at a time that is
disadvantageous to you, thereby making your warrants worthless.







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






If (x) we issue additional
Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of our initial business
combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective
issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders
or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable,
prior to such issuance including any transfer or reissuance of such shares), (y) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination,
and (z) the volume-weighted average trading price of our Class A ordinary shares during the 10 trading day period starting on
the trading day after the day on which we consummate our initial business combination (such price, the “Market Value”) is
below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value,
and the $10.00 and $18.00 per share redemption trigger prices of the warrants will be adjusted (to the nearest cent) to be equal to 100%
and 180% of the Market Value, respectively. This may make it more difficult for us to consummate an initial business combination with
a partner business.







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






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











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Notwithstanding 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 of the forum provisions
of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the
Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed
to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection
with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service
of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign
action as agent for such warrant holder.





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







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






We have the ability to redeem
the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if,
among other things, the Reference Value equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations,
recapitalizations and the like). Please see “Description of Securites—

Redemptions of warrants for cash when the price per
Class A ordinary share equals or exceeds $18.00

.” 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. Redemption of the outstanding warrants as described above could force you to (i) exercise your warrants and pay the exercise
price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price
when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding
warrants are called for redemption, we expect would be substantially less than the Market Value of your warrants. None of the private
placement warrants will be redeemable by us so long as they are held by our sponsors or their permitted transferees.





In addition, we have the
ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10
per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends,
rights issuances, subdivisions, reorganizations, recapitalizations and the like). In such a case, the holders will be able to exercise
their warrants prior to redemption for a number of shares of our Class A ordinary shares determined based on the redemption date
and the fair market value of our Class A ordinary shares. Please see “Description of Securities—

Warrants-Public Warrants-Redemptions
of warrants for cash when the price per Class A ordinary share equals or exceeds $10.00

.” 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 shares of our Class A ordinary shares per warrant (subject to adjustment)
irrespective of the remaining life of the warrants.











57














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






We have issued public
warrants to purchase 11,500,000 Class A ordinary shares as part of the units offered and, simultaneously with the Initial
Public Offering, we have issued in a private placement 9,000,000 private placement warrants at $1.50 per warrant. In addition, if
the sponsor makes any working capital 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 as described in “Description of Securities—

Warrants-Public Warrants-Redemption of warrants for cash
when the price per Class A ordinary share equals or exceeds $10.00

.” To the extent we issue ordinary shares to
effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares
upon exercise of these warrants could make us a less attractive acquisition vehicle to a partner 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 partner business.







Because each unit contains one-fifth of
one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.






Each unit contains one-fifth
of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units
will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise,
round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different
from other offerings similar to ours whose units include one ordinary share and one 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 partner businesses.
Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.







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






The federal proxy rules require
that a proxy statement with respect to a vote on our proposed business combination include historical and/or pro forma financial
statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or
not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be
reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting
standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial
statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States),
or PCAOB. These financial statement requirements may limit the pool of potential partner businesses we may acquire because some partners
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 Initial Public Offering, or 27 months from the Initial Public Offering
if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months
from the Initial Public Offering.







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






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











58












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





Additionally, we are a “smaller
reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage
of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates exceeds $250 million as of the prior June 30, or (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
prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial
statements with other public companies difficult or impossible.







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.






Section 404 of the Sarbanes-Oxley
Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the
year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer
qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation
requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements
of the Sarbanes- Oxley Act particularly burdensome on us as compared to other public companies because a partner business with which we
seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy
of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act
may increase the time and costs necessary to complete any such acquisition.







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






We are an exempted company
incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within
the United States upon our directors or executive officers, or enforce 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, the Companies Act (as the
same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal
securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders
and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of
the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman
Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court
in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are
different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the
Cayman Islands has a different


The above information was disclosed in a filing to the SEC. To see the filing, click here.

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