\n\nS-1/A\n\n \n\n\n As filed with the Securities and Exchange Commission on March 23, 2022
\nRegistration No. 333-257090
\n
\nUNITED STATES
SECURITIES\nAND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
\nTO
FORM S-1
REGISTRATION STATEMENT
\nUNDER
THE\nSECURITIES ACT OF 1933
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Investcorp India Acquisition Corp
\n(Exact name of registrant as specified in its charter)
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\n\n\n\n| Cayman Islands | \n | \n6770 | \n | \nN/A |
\n\n| (State or other jurisdiction of \nincorporation or organization) | \n | \n (Primary Standard Industrial \nClassification Code Number) | \n | \n (I.R.S. Employer \nIdentification Number) |
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Century Yard, Cricket Square
\nElgin Avenue
PO Box 1111\n
George Town
Grand\nCayman, Cayman Islands KY1-1102
+1 (345) 949-5122\n
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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Puglisi & Associates
\n850 Library Ave., Suite 204
\nNewark, Delaware 19711
\n(302) 738-7210
\n(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
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\n\n\n\n| Michael J. Blankenship \nDavid A. Sakowitz J. Eric\nJohnson Winston & Strawn LLP \n800 Capitol Street, Suite 2400 \nHouston, TX 77002 United\nStates Tel: +1 713 651 2600 | \n | \n Bradley Kruger \nOgier \n89 Nexus Way Camana Bay \nGrand Cayman, Cayman Islands KY1-9009 Tel: +1 345 949 9876 | \n | \n Leo Borchardt \nDavis Polk & Wardwell London LLP \n5 Aldermanbury Square
London EC2V 7HR \nUnited Kingdom Tel: +44 20\n7418 1300 | \n | \n Derek Dostal
Davis Polk Wardwell LLP \n450 Lexington Avenue \nNew York, New York 10017 \nUnited States Tel: +1 212\n450 4000 |
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Approximate date of commencement of proposed sale to the public:\nAs soon as practicable after the effective date of this registration statement.
\nIf any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the\nSecurities Act of 1933, check the following box. ☒
\nIf this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the\nfollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
\nIf this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the\nSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐
\nIf this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the\nSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐
\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a\nnon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”\nand “emerging growth company” in Rule 12b-2 of the Exchange Act.
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\n\n\n\n| Large accelerated filer | \n | \n☐ | \n | \nAccelerated filer | \n | \n☐ |
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\n\n| Non-accelerated filer | \n | \n☒ | \n | \nSmaller reporting company | \n | \n☒ |
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\n\n | \n | \n | \n | \nEmerging growth company | \n | \n☒ |
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If an emerging growth company, indicate\nby 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 7(a)(2)(B) of the Securities Act. ☐
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The Registrant hereby amends this registration statement on such date\nor dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the\nSecurities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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\n\n\n The information in this prospectus is not complete and may be changed. We may not sell these\nsecurities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer\nor sale is not permitted.
\nSUBJECT TO COMPLETION, DATED MARCH 23, 2022
\nPRELIMINARY PROSPECTUS
\n$225,000,000
\nInvestcorp India Acquisition Corp
\n22,500,000 Units
\nInvestcorp India Acquisition Corp is a newly organized blank check company incorporated as a Cayman Islands exempted company for the purpose of\neffecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our “initial business\ncombination.” We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue a\nbusiness combination target in any business, industry or geographical location, we intend to focus our search for a target located in India in industries that we believe have high-potential for growth and generating strong returns for our\nshareholders.
This is an initial public offering of our securities.\nEach unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A\nordinary share at a price of $11.50 per share, subject to adjustment as described herein, and only whole warrants are exercisable. The warrants will become exercisable 30 days after the completion of our initial business combination and will expire\nfive years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriters a 45-day option to purchase\nfrom the date of this prospectus up to an additional 3,375,000 units to cover over-allotments, if any.
\nWe will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the\ncompletion 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 described below as of two business days prior to the\ncompletion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this\noffering, which we refer to collectively as our “public shares,” subject to the limitations described herein. If we are unable to complete our initial business combination within 15 months from the closing of this offering (or up to 21\nmonths, if we extend the time to complete a business combination as described in this prospectus), we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount\nthen on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to\napplicable law and as further described herein. Our public shareholders will not be afforded an opportunity to vote on our extension of time to consummate an initial business combination or redeem their shares in connection with such extension.
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Our sponsor, ICE I Holdings Pte. Ltd., a Singapore entity (which we\nrefer to as our “sponsor” throughout this prospectus), has committed to purchase an aggregate of 14,400,000 warrants (or 16,087,500 warrants if the underwriters’ over-allotment option is exercised in full) at a price of $1.00 per\nwarrant ($14,400,000 in the aggregate or $16,087,500 in the aggregate if the underwriters’ over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these\nwarrants throughout this prospectus as the private placement warrants. Each private placement warrant entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as provided herein.
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Our initial shareholders, including our sponsor, currently hold\n6,468,750 Class B ordinary shares (which we refer to as “founder shares,” as further described herein, up to 843,750 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriters’\nover-allotment option is exercised. Prior to our initial business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment of directors. The Class B ordinary shares held by our initial\nshareholders will automatically convert into Class A ordinary shares on the first business day following the completion of our initial business combination on a\none-for-one basis, subject to adjustment as provided herein.
\nCurrently, there is no public market for our securities. We intend to apply to list our units on the Nasdaq GlobalMarket, or Nasdaq, under the\nsymbol “IVCAU” on or promptly following the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The ordinary shares and warrants constituting the units will begin separate trading on the\n52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Citigroup Global Markets Inc. and Jefferies LLC inform us of their decision to allow earlier separate trading and we have\nsatisfied certain conditions. Once the securities constituting the units begin separate trading, we expect that the ordinary shares and warrants will be listed on Nasdaq under the symbols “IVCA” and “IVCAW” respectively.
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We are an “emerging growth company” and a “smaller\nreporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See “Risk Factors” beginning on\npage 42. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.
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\n\n| | \n | \nPer Unit | \n | \n | \nTotal | \n |
\n\n\n\n| Public offering price | \n | \n$ | \n10.00 | \n | \n | \n$ | \n225,000,000 | \n |
\n\n| Underwriting discounts and\ncommissions(1) | \n | \n$ | \n 0.55 | \n | \n | \n$ | \n 12,375,000 | \n |
\n\n| Proceeds, before expenses, to us | \n | \n$ | \n9.45 | \n | \n | \n$ | \n212,625,000 | \n |
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\n\n\n| (1) | \n | \nIncludes $0.35 per unit, or $7,875,000 (or up to $9,056,250 if the underwriters’ over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be\nplaced in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also “Underwriting” for a description of underwriting\ncompensation payable to the underwriters. |
Of the proceeds we receive from this offering and the sale of the private placement\nwarrants described in this prospectus, $231,750,000 or $266,512,500 if the underwriters’ over-allotment option is exercised in full ($10.30 per unit), will be deposited into a U.S.-based trust account with Continental Stock Transfer &\nTrust Company acting as trustee.
The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units\nwill be made on or about , 2022.
\nNeither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful\nor complete. Any representation to the contrary is a criminal offense.
No offer or invitation to subscribe for securities, whether directly\nor indirectly, may be made to the public in the Cayman Islands.
\nJoint Book-Running Managers
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\n\n\n\n| Citigroup | \n | \nJefferies |
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\nThe date of this prospectus is , 2022
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\n\n\n We are responsible for the information contained in this prospectus. We have not authorized\nanyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that\nothers may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.\n
TABLE OF CONTENTS
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Until\n , 2022 (25 days after the date of this prospectus), all dealers that buy, sell or trade our ordinary shares, whether or not participating in this\noffering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
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TRADEMARKS
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This prospectus contains references to trademarks and service marks\nbelonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or\n™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these\ntrademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
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SUMMARY
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This summary only highlights the more detailed information appearing\nelsewhere in this prospectus. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.\n
Unless otherwise stated in this prospectus or the context\notherwise requires, references to:
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\n\n| | \n• | \n | \n“amended and restated memorandum and articles of association” are to our memorandum and articles of association to be in effect upon completion of this offering; |
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\n\n| | \n• | \n | \n“Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share; |
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\n\n| | \n• | \n | \n“Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share; |
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\n\n| | \n• | \n | \n“Companies Act” are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; |
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\n\n| | \n• | \n | \n“directors” are to our current directors and our director nominees who will become directors at the consummation of this offering; |
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\n\n| | \n• | \n | \n“equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in\nconnection with our initial business combination, including but not limited to a private placement of equity or debt; |
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\n\n| | \n• | \n | \n“founder shares” are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares\nthat will be issued upon the automatic conversion of the Class B ordinary shares on the first business day following the consummation of our initial business combination as described herein (for the avoidance of doubt, such\nClass A ordinary shares will not be “public shares”); |
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\n\n| | \n• | \n | \n“initial shareholders” are to our sponsor and other holders of our founder shares prior to this offering (if any); |
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\n\n| | \n• | \n | \n“letter agreement” refers to the letter agreement entered into between us and our initial shareholders, directors and officers, the form of which is filed as an exhibit to the registration statement of\nwhich this prospectus forms a part; |
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\n\n| | \n• | \n | \n“management” or our “management team” are to our officers and directors; |
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\n\n| | \n• | \n | \n“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
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\n\n| | \n• | \n | \n“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans and extension\nloans, if any; |
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\n\n| | \n• | \n | \n“public shareholders” are to the holders of our public shares, including our sponsor and members of our management team purchase public shares, provided their status as a “public shareholder”\nshall only exist with respect to such public shares; |
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\n\n| | \n• | \n | \n“public shares” are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); |
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\n\n| | \n• | \n | \n“sponsor” are to ICE I Holdings Pte. Ltd., a company incorporated in Singapore; |
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\n\n| | \n• | \n | \n“sponsor affiliates” are to certain affiliates of our sponsor that have indicated an interest in purchasing units in this offering; |
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\n\n| | \n• | \n | \n“warrants” are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and the private placement warrants;\n |
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\n\n| | \n• | \n | \n“we,” “us,” “our,” “company” or “our company” are to Investcorp India Acquisition Corp, a Cayman Islands exempted company; and |
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\n\n| | \n• | \n | \n“$,” “US$” and “U.S. dollar” each refer to the United States dollar. |
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All references in this prospectus to our shares being forfeited shall take effect as surrenders for no consideration of such shares as a\nmatter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman\nIslands law. Any share dividends described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not\nexercise their over-allotment option and the forfeiture by our sponsor of 843,750 founder shares for no consideration.
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General
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We, Investcorp India Acquisition Corp, are a newly formed blank check company incorporated on February 19, 2021 under the name\nInvestcorp-SPH Acquisition Corp. as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we\nrefer to throughout this prospectus as our initial business combination. On February 23, 2021, we changed our name to Investcorp Acquisition Corp., and on January 11, 2022, we further changed our name to Investcorp India Acquisition Corp.\nWe have generated no revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination. We have not selected any specific business combination target and we have not,\nnor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our officers and directors have neither individually selected\nnor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Our management team is regularly made aware of potential business\nopportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) initiated or contacted any prospective target business or had, directly or indirectly, any substantive\ndiscussions, formal or otherwise, with respect to a business combination transaction with us. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable\nacquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.
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While we may pursue a business combination in any business sector or geography, we intend to focus our efforts on completing a business\ncombination with a high-quality business with operations in any of the healthcare, software, consumer services, IT services, business-to-business or fintech sectors in primarily India, with an enterprise value in excess of $1 billion. We\nbelieve that the sectors and market on which we are focused are target-rich and are likely to continue to see growth being driven by an emergent young and middle-class population, technological innovation, increasing consumption and private sector\nexpansion. Also, with the rapid increase in technology companies in India and the relative lack of access to public markets through more traditional routes, an increasing number of these companies are likely to opt for the U.S. SPAC route given the\nmature, technology-focused investor base offered by the U.S. public markets. Our management team has extensive experience in both private and public equity markets and is well-positioned to deliver attractive risk-adjusted returns to our\nshareholders via a business combination.
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We believe India has the potential to be one of the fastest growing economies of the world\nover the medium term. Recent economic indicators point to robust growth. According to IHS Markit, India’s Manufacturing Purchasing Manager’s Index was at 55.5 in December 2021, firmly above the 50 mark that separates growth from\ncontraction for a 6th straight month since the country’s recovery from the delta wave of COVID-19. India continues to be an attractive destination for\nglobal investors with approximately $24.7 billion of net foreign direct investments and foreign institutional investors inflow in the country from April to November 2021. Business and consumption activity has been strong in the country with\nUnified Payments Interface transactions recording over 100% year-over-year growth in December 2021.
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We believe India’s consumption sectors are also likely to benefit from favorable demographic trends, such as rapid urbanization, a rising\nmiddle class, increasing per capita income and rising disposable income. Currently, India is considered at the cusp of a significant inflection point which has been witnessed by many developed and developing economies (i.e., per capita income of\napproximately $2,000), from where the consumption sector is expected to witness hockey stick growth in the next few years.
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India’s internet economy is rapidly growing and is estimated to reach a value of more than $180 billion (ex-Fintech) by 2025 according to HSBC. Investments in the space have also seen a rapid uptick during the same period. This is evidenced by the fact that e-commerce was the\ntop sector for private equity investments with $15 billion invested across 176 deals (a 5.4x increase year-over-year). Additionally, there is a strong appetite for e-commerce businesses in the Indian\ncapital markets, as witnessed during a recent $720 million initial public offering of a beauty and personal care e-commerce company, which was 82 times oversubscribed.
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Our Sponsor
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ICE I Holdings Pte. Ltd., our sponsor, is a consolidated subsidiary of\nInvestcorp Holdings B.S.C. (“Investcorp” and together with its consolidated subsidiaries, “Investcorp Group”). Our sponsor is a Singapore-based entity with deal support from Investcorp Group.
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Investcorp Group
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Founded in 1982, Investcorp Group is a leading global alternative asset\ninvestment manager for individuals, families and institutional investors primarily in the GCC region, the U.S., Europe, Asia and India. Investcorp Group’s business is spread across eleven offices in Bahrain, London, New York, Abu Dhabi, Riyadh,\nDoha, Singapore, Mumbai, Switzerland, Luxembourg and Beijing.
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Investcorp Group offers a broad platform of alternative investment products across five main lines of business, namely, (i) Private Equity\nInvestment, (ii) Absolute Return Investments, (iii) Real Estate Investment, (iv) Credit Management Investment and (v) Strategic Capital Investments.
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Over its 40-year history, the Investcorp Group has raised approximately $56 billion, made\nacquisitions of approximately $77 billion and achieved an original shareholder return of 17% and a dividend multiple (i.e., total cumulative dividends paid since Investcorp was founded, divided by the original capital contribution of the\noriginal shareholders) of approximately six. Since its inception, the Investcorp Group’s assets under management (“AUM”) has increased from $50 million to $40 billion as of December 31, 2021. Investcorp has a private\nequity AUM of $6.3 billion having made 219 private equity investments since its inception. The gross internal rate of return on investments made in India is approximately 40%. The Investcorp Group has consistently seen increases in its levels\nof investing activity and achieved $3.3 billion of aggregate investment in 2021.
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Asia has been a focus geography for Investcorp. Within Asia, the current Investcorp team has a 16-year\ntrack record of deal structuring experience in India. From 2019-2021, Investcorp has reviewed over 570 deals in
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\nIndia, with 10 investments completed. As of December 31, 2021, Investcorp Group has made over 30 investments in India and Southeast Asia, including Unilog (India —e-commerce), FreshToHome (India — e-commerce), XpressBees (India — e-commerce), NephroPlus (India — Healthcare),\nCityKart (India — consumer & retail), InCred Finance (India — financial services), ZoloStays (India — consumer tech-enabled services) and Viz Branz (Singapore — consumer). The Investcorp Group has observed a compound\nannual growth rate of revenue of 24% across its portfolio companies in India.
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Investcorp Group also holds a proven track record of successful exits with six exits since the beginning of 2020 across both private and public\nmarket routes and is targeting four exits in 2022. In 2021, a total of $2.6 billion of distributions were made to Investcorp and its clients from private equity realization proceeds and other distributions. Some of the recent private equity\nexits in 2021 include the sale of L’azurde, which is the Arab world’s leading designer, manufacturer and distributor of gold jewelry for the premium mass market, the sale of Investcorp’s stake in Bindawood Holding, a leading grocery\nretailer in the Kingdom of Saudi Arabia, and the sale of Avira, a multinational cybersecurity software solutions firm.
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Investcorp is committed to contributing to the communities in which it operates and has a diverse and inclusive workforce of 460 employees\nacross 46 nationalities and diversified across gender, age groups, and other relevant metrics, as of December 31, 2021.
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Investcorp Group has a successful track record of acquiring companies and partnering in its growth strategy to create long term value for\nvarious stakeholders. For instance, Investcorp acquired a controlling stake in Unilog, a company headquartered in Bangalore (India), in January 2021. Unilog is a fast-growing provider of Software-as-a-Service (“SaaS”) digital commerce solutions to small and medium-sized businesses (“SMBs”) in\nthe wholesale distribution and small format retail in the U.S.
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Investcorp has established a strong private equity footprint in both India and the United States, partly because of its commitment to\nunderstanding both of these geographies independently. Investcorp helped Unilog transition its headquarters from Bangalore to Wayne, Pennsylvania. As a result, Unilog is now an American company. Its principal assets and senior management, including\nthe CEO, reside in the U.S. It is estimated that software, and allied services, could represent $10 billion industry in the U.S., where consumer appetite for digital commerce solutions continues to increase.
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Investcorp also helped Unilog to access new market segments and add\nproduct capability through acquisitions. Unilog acquired Bravo Business Media (“Bravo”), a U.S.-based provider of content experience SaaS, in February 2021, immediately following the Investcorp investment, thereby creating access to the\nlower end of the SMB market that Unilog was previously not addressing. Bravo was identified as a high-priority target by Investcorp during the pre-investment diligence of Unilog, and the Investcorp team worked\njointly with the Unilog management in assessing potential synergies and executing on the investment. Investcorp also invested growth capital in Unilog towards the acquisition of Bravo.
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Investcorp continues to support other value creation initiatives as\nwell, including:
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\n\n| | \n• | \n | \nFurther inorganic activity; |
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\n\n| | \n• | \n | \nEntry into new verticals in B2B distribution; |
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\n\n| | \n• | \n | \nContinued product development supported by additional capital investment; |
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\n\n| | \n• | \n | \nEstablishment of a new sales channel via partnership with Value Added Resellers; and |
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\n\n| | \n• | \n | \nIncrease in management strength and core capabilities. |
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These strategic interventions are believed to be instrumental in Unilog’s transition from an Indian-born company to a market-leading U.S.\nbusiness.
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Our Leadership
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Our management team is led by Nikhil Kalghatgi, our Principal\nExecutive Officer, and Dean Clinton, our Principal Financial Officer, while Harsh Shethia and Akash Gupta, are members of our advisory committee. These individuals have decades of experience investing in ventures and building companies with\noperations.
Management Team
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Nikhil Kalghatgi, our Principal Executive Officer and Director,\nhas been the Head of Alternative Investments at S.P. Hinduja Banque Privee since early 2020. He was previously a Partner at CoVenture primarily investing in high-yield asset-backed credit opportunities and creating quantitative trading strategies.\nCoVenture’s investment areas primarily included fintech, special situations and emerging assets. Mr. Kalghatgi was also a founding Partner at CoVenture Crypto, a multi-strategy cryptocurrency asset management firm backed by SBI Holdings,\nwith a quantitative trading fund, smart-beta fund and venture capital investments. Prior to this, he was a Partner at Vast Ventures, investing in early-stage and late-stage companies. He has invested across technology including space exploration,\nconsumer, healthcare, software, and transportation. He has also previously been a Principal at Softbank, founder of Partner 6, a long-only equity strategy, and joined the founding team of Localytics building mobile analytics. He also spent several\nyears in the military intelligence sector at the MITRE Corporation. Mr. Kalghatgi holds a Bachelor of Science and a Master’s degree in engineering from Tufts University and an MBA from Harvard Business School.
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Dean Clinton, our Principal Financial Officer and Director\nNominee, is the Cayman Islands Country Officer overseeing activities specific to Investcorp’s Cayman Islands operations. Mr. Clinton has been with Investcorp for more than 10 years having joined the company in 2010. Prior to his current\nrole, he was based in Bahrain as the Head of Operations for Investcorp’s hedge funds line of business. Prior to his tenure with Investcorp, Mr. Clinton worked within fund administration for Fortis Prime Fund Solutions as the Head of\nOperations for their Europe region, Mr. Clinton holds an Honours Bachelor of Accounting Science degree from the University of South Africa and is a member of the South African Institute of Chartered Accountants.
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Board of Directors
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Rishi Kapoor has served on our board of directors since March\n10, 2021. Mr. Kapoor has been the Co-Chief Executive Officer at Investcorp since 2015. He oversees the Firm’s private equity businesses in North America and India, as well as the real estate, credit\nmanagement, absolute returns and strategic capital businesses globally. He has held several leadership positions at Investcorp, including Senior Internal Auditor, Head of Applications Development, Head of Business Analysis, Planning and Reporting\nand Head of Financial Management. He was Investcorp’s Chief Financial Officer until 2015. He joined Investcorp in 1992 from Citicorp, where he spent four years as a project manager in Citicorp’s systems consulting subsidiary for global\nfinancial institutions. He holds a B. Tech in Electrical and Computer Engineering from the Indian Institute of Technology in Kanpur, India, and an MBA from Duke University. Mr. Kapoor is a member of Duke University’s Middle East regional\nadvisory board. He is also a member of the Board of Directors for National Bank of Bahrain, Gulf Air Group, Bahrain Airport Company and Gulf Aviation Academy. In 2019, Mr. Kapoor was recognized by Forbes Middle East as one of the top 10 Indian\nexecutives making an impact in the Middle East, and Top CEO Middle East recognized Mr. Kapoor as one of the top CEOs in the GCC financial services and investment sector.
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Kunal Bahl will serve on our board of directors following the\ncompletion of this offering. Mr. Bahl is the CEO and Co-founder of Snapdeal.com — India’s leading, value e-commerce marketplace. The company has raised\ncapital from leading global investors such as Softbank, Temasek, Blackrock, Mr. Ratan Tata, Premji Invest, among others. Mr. Bahl is also an active early-stage investor through Titan Capital, having invested in 150+ technology companies in\nIndia, US and South East Asia, across consumer internet, fintech, direct to
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\nconsumer brands, AI and deep-tech. Some of his notable investments include Ola Cabs, Razorpay, Urban Company, Shadowfax, Mamaearth, among others. Previously, he has also worked with companies\nsuch as Deloitte Consulting and Microsoft in the U.S. Mr. Bahl is an engineer from the University of Pennsylvania and holds a business degree from The Wharton School, where he was part of the prestigious Management & Technology\nprogram. He has also been serving on the Board of Governors of Indian Council for Research on International Economic Relations (ICRIER), a leading economic think- tank based in New Delhi, since 2015. He is also a NASSCOM Executive Committee since\n2019. He is the current Chairman of CII National Committee. He serves as an Independent Director on the board of Piramal Enterprises Limited, a leading publicly listed India pharma and financial services conglomerate. He is also a part of the\nNational Startup Advisory Council, a Government constituted group to advise on promoting the Indian startup ecosystem. He has been the recipient of various awards including Ernst & Young Entrepreneur of the Year (Startup) (2014), Fortune\nGlobal 40 under 40 (2014), The Economic Times Entrepreneur of the Year (2015), The Joseph Wharton Award for Young Leadership (2018), and The Economic Times Comeback Award (2019), among others.
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Girish Vanvari will serve on our board of directors following\nthe completion of this offering. Mr. Vanvari is the Founder of Transaction Square — a tax, regulatory and business advisory firm in India — where he has worked since 2018. He has over 27 years of consulting experience across multiple\nleading firms. He previously worked over 13 years with KPMG where he was the National Leader for Tax in his last serving role and part of the India Leadership Team at KPMG. In his role, he interacted extensively with business owners and leaders\nacross sectors in India and overseas. Prior to KPMG, he was at Arthur Andersen for over a decade. He has worked with many large multinationals and Indian promoter companies across many sectors advising them on various business, tax and regulatory\nissues. Mr. Vanvwari holds a Chartered Accountancy degree in India and a Bachelor’s degree from Narsee Monjee College of Commerce and Economics.
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Ashwini Asokan will serve on our board of directors following the completion of this offering. Ms. Asokan is the CEO and Co-founder of\nMad Street Den (MSD) — one of the world’s foremost AI startups ushering in an era of AI-native and AI-first businesses around the globe. The company’s horizontal AI platform, Blox, is helping some of the world’s largest\nbusinesses across retail, healthcare, media, and finance industries to meaningfully adopt AI in their day-to-day operations. Ms. Asokan is known for her work in building some of the world’s top AI talent. She is also an active early-stage\ninvestor with investments spanning deep tech, SaaS, life sciences and women-led businesses, besides also investing in early-stage VC funds. Ms. Asokan holds several patents across disciplines and a range of awards, including Fortune’s 40 under\n40 and Forbes women in power 2021. A graduate of Carnegie Mellon University, Ms. Asokan’s work over the last two decades sits at the intersection of Artificial Intelligence, Product Design and human-centric systems and processes. She has spent\nmuch of her career working on bringing AI from the Science and Tech labs of the world, applied meaningfully and made accessible to people across the globe. Prior to starting her own company, Ms. Asokan led Mobile Innovation efforts as part of Intel\nLabs in California, driving research and development of AI & mobile products.
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Manpreet Singh will serve on our board of directors following the completion of this offering. Mr. Singh, CFA, is the founder and Chief\nInvestment Officer of Singh Capital Partners (SCP), a multifamily office that directs investments into venture capital, private equity, and real estate. SCP invests capital on behalf of Fortune 500 CXOs, unicorn founders, and operators and has\nexecuted investments in North America, Europe, and Asia. Mr. Singh has made over 50 private investments over the last decade including Baazarvoice, Alibaba, Uber, Spotify, Duo, PayTM, Impossible Foods, Cohesity, DocSend, SoFi, Carta, SpaceX,\nMindBody, Robinhood, and Postmates. Prior to starting SCP, Mr. Singh was the Co-Founder and President of TalkLocal, a venture backed local services marketplace that serviced customers in 49 states and placed over 2 million calls to contractors.\nPrior to TalkLocal, Mr. Singh was the longest tenured employee at Profit Investment Management (PIM), a DC-based firm where he helped to grow assets under management from $20 million to over $2 billion through various roles in trading, marketing,\nresearch, investing, and operations. He was eventually responsible for managing over $1 billion invested across technology companies globally while at the firm. Mr. Singh serves on the boards of Acquco, US Inspect,\n
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\nSnowball Industries, Embrace Software, Shukr Investments, TalkLocal, the Suburban Hospital Foundation, and the Dingman Center at the Smith School of Business. Mr. Singh received his MBA from the\nWharton School of Business in Entrepreneurship, Finance, and Real Estate. He also holds a B.S. in Finance with a citation in Entrepreneurship from the University of Maryland, College Park, and is a CFA charterholder.
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Advisory Committee
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Harsh Shethia, a member of our advisory committee, is the Head\nof Investcorp’s India business. He has been with Investcorp for nearly 19 years, having joined in 2002 and held different roles and responsibilities, including Product Specialist for Real Estate and Credit Management business units, Country\nHead for Oman, Chief of Staff for President of Gulf Business, Head of the Client Servicing team, and Head of Business Analysis and Reporting. In his current role, he is focused on business development for Investcorp India. Prior to joining\nInvestcorp, Mr. Shethia was an Executive Director at Goldman Sachs in London and prior to that he worked as a Manager with Deloitte Consulting in New York. Mr. Shethia holds an MBA from Carnegie Mellon University and has a BSc degree in\nComputer Science.
Akash Gupta, a member of our advisory\ncommittee, is Founder & Chairman of a fintech start-up company. Previously, he was an Executive Director at Kotak Mahindra Bank, India’s leading bank, where he led the Technology sector and advised on successful initial public offerings and\nfundraising mandates. Prior to that, Mr. Gupta was the CFO of an omnichannel retailer funded by Sequoia Capital with over $500 million sales and presence across India, Philippines and Indonesia. He also helped establish the Barclays Investment\nBanking Division in India (ranked #1 within 2 years of roll-out). Prior to relocating to India with Barclays, Mr. Gupta was a Technology, Media & Telecom investment banker at Credit Suisse, Director of Finance at Net2Phone (Internet Telephony\npioneer) and Director of Corporate Development at MI Network, a start-up focused on enterprise market. Mr. Gupta holds an MBA from Columbia University.
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Investcorp Group Advisors
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Deepak Parekh, a member of Investcorp Group’s global advisory committee, spearheads India’s premier housing finance company\nHDFC Ltd., which has turned the dream of owning a home into a reality for millions across the country. Mr. Parekh is on the board of several leading corporations across diverse sectors. He is the non-executive chairman in India of Siemens Ltd. He is\nalso on the board of National Investment and Infrastructure Fund (NIIF). Mr. Parekh is associated with Indo US CEO Forum, City of London – Finance Committee, Indo – German Chamber of Commerce (IGCC), India-UK Financial Partnership (IUKFP),\netc., in an advisory capacity. He pursued his Bachelor of Commerce degree from the Sydenham College of Bombay University and acquired a Financial Chartered Accountant degree from England and Wales.
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Mark Mobius, a member of Investcorp Group’s India advisory\ncommittee, is the Founding Partner of Mobius Capital Partners, leading investment manager for emerging markets. He has a reputation as one of the most successful and influential managers over the last 40 years for emerging markets asset class. Dr.\nMobius is a member of the Economic Advisory Board of the International Finance Corporation (IFC). Previously, he was a member of the supervisory board of OMV Petrom in Romania and was also a Director on the Board of Lukoil, the Russian oil company.\nPrior to founding Mobius Capital Partners, Dr. Mobius was employed at Franklin Templeton Investments for more than 30 years, most recently as Executive Chairman of the Templeton Emerging Markets Group. Dr. Mobius received his Ph.D. at MIT and has\nstudied at Boston University, University of Wisconsin, Syracuse University, Kyoto University and the University of New Mexico.
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We will further be supported by other members of our advisory committee comprised of senior executives from Investcorp Group with experience in\na wide range of sub-sectors. We expect that our advisory committee will provide us with access to its expertise and extensive industry networks from which we intend to source and evaluate targets, as well as\ndevise plans to optimize any business that we acquire.
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The past performance of our management team, directors, advisory committee or of Investcorp\nor their respective affiliates or related entities is not a guarantee either (i) of success with respect to any business combination we may consummate, or (ii) that we will be able to identify a suitable candidate for our initial business\ncombination. Additionally, in the course of their respective careers, our founders and members of our management team and/or their respective affiliates or related entities (including but not limited to Investcorp and their respective affiliates and\nrelated entities), have been involved in businesses and deals that were unsuccessful. You should not rely on the historical records or performance of any of the parties listed above as indicative of our future performance. For more information on\nthe experience and background of our management team and board of directors, see the section entitled “Management”.
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Business Strategy
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Our business strategy is to identify and consummate an initial business combination with a company with operations or prospects in India. While\nwe intend to focus our efforts on completing a business combination with a high-quality business in the healthcare, software, consumer services, IT services, business-to-business or fintech sectors, we may pursue a combination in any sector or\ngeography. Our selection process will leverage our management teams’ and sponsor’s broad and deep network of relationships, industry expertise and proven deal-sourcing capabilities, providing us with a strong pipeline of potential targets.\nOur management and sponsor have experience in:
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\n\n| | \n• | \n | \ninvesting and building businesses in diverse sectors with unique market, policy and macroeconomic insights; |
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\n\n| | \n• | \n | \nmanaging and operating companies, setting and changing strategies, and identifying, mentoring and recruiting top-notch talent; |
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\n\n| | \n• | \n | \ndeveloping and growing companies, both organically and inorganically, and expanding the product ranges and geographic footprints of portfolio businesses; |
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\n\n| | \n• | \n | \nexecuting merger and acquisition strategies to accelerate growth and create integrated value chains; |
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\n\n| | \n• | \n | \nsourcing, structuring, acquiring and selling businesses in various markets; |
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\n\n| | \n• | \n | \npartnering with other industry-leading companies to increase sales and improve the competitive position of companies; |
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\n\n| | \n• | \n | \nfostering relationships with users, sellers, capital providers and target management teams; and |
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\n\n| | \n• | \n | \naccessing the capital markets, including capital sources in Asia and America, across various business cycles, including financing businesses and assisting companies with the transition to public ownership.\n |
Business Combination Criteria
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Consistent with our business strategy, we have identified the following\ngeneral criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, though we may decide to enter into our initial business\ncombination with a target business that does not meet these criteria and guidelines.
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\n\n| | \n• | \n | \nHigh-growth Companies with High Quality Operations or Prospects in India. Based upon our management team’s experience, we believe we will have increased access to investment\nopportunities and a competitive advantage in our ability to negotiate a business combination with potential targets in India. While we may invest in any sector or geography, we intend to focus our efforts on companies in the healthcare, software,\nconsumer services, IT services, business-to-business or fintech sectors. Our management team’s extensive experience and network of contacts provide them with an opportunity to source a target, evaluate a target, consummate a business\ncombination with the target and help the target’s business grow. |
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\n\n| | \n• | \n | \nStrong Target Management Teams. We intend to acquire one or more businesses that have strong management teams with a proven track record of driving growth, building long-term competitive\nadvantage and making sound strategic decisions. |
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\n\n| | \n• | \n | \nFundamentally Sound Companies That Have The Potential To Further Improve Their Performance Under Our Ownership. We believe our management team’s experience in our target sectors as\nwell as their network of industry contacts will create opportunities to enhance the revenue and operational efficiencies of the target business, and potentially generate higher returns for our investors. |
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\n\n| | \n• | \n | \nMarket Leader. We intend to seek a target that has a leading presence across an industry or segment or has leading technology or product capabilities. |
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\n\n| | \n• | \n | \nAppropriate Valuations. We intend to be a disciplined and valuation-centric investor that will invest on terms that we believe are attractive relative to market comparables that provide\nsignificant upside potential. We intend to target companies with an enterprise value in excess of $1 billion. |
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These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be\nbased on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above\ncriteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy\nsolicitation or tender offer materials, as applicable, that we would file with the SEC.
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Business Combination Process
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In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things,\nmeetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as reviewing financial and other information that will be made available to us. We will also utilize our\noperational and capital allocation experience.
While it is not a\ntarget area or focus of ours, we are not prohibited from pursuing an initial business combination with a company or business that is affiliated with our sponsor, officers, directors or the Investcorp Group. In the event we seek to complete our\ninitial business combination with such a company or business, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders fairness opinions for the\ntype of company we are seeking to acquire or an independent accounting firm, that such an initial business combination is fair to us from a financial point of view. See “Risk Factors—We may engage in an initial business combination with\none or more target businesses that have relationships with entities that our sponsor, officers, directors or existing holders are affiliated with or otherwise have a commercial interest in, which may raise potential conflicts of interest.”
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Moreover, we may, at our option, pursue an affiliated joint acquisition\nopportunity with Investcorp Group. The Investcorp Group 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\nacquisition by issuing equity or debt to any such affiliates, which may give rise to certain conflicts of interest.
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Certain members of our management team and our independent directors are expected to directly or indirectly own our securities following this\noffering or may have other interests in an acquisition, and any such ownership or interests will create a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial\nbusiness combination. In addition, Mr. Shethia and Mr. Kalghatgi have other conflicts of interest due to their employment with other companies as disclosed in this prospectus. Further, each of our officers and directors, as well as our\nmanagement, may have a conflict of interest with respect to
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\nevaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to\nour initial business combination.
Each of our directors and\nofficers presently has and in the future is expected to have additional fiduciary or contractual obligations to other entities pursuant to which you should expect that such officer or director will present a business combination opportunity to such\nother 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\nher fiduciary or contractual obligations to present such opportunity to such entity.
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Our sponsor, officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have\nconflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In particular, our officers and directors have, and will have in\nthe future, time and attention requirements to the Investcorp Group, which may detract from time spent on our affairs. To the extent any conflict of interest arises between us and the Investcorp Group (including, without limitation, arising as a\nresult of certain of our officers and directors offering acquisition opportunities to the Investcorp Group), the Investcorp Group members will resolve such conflicts of interest in their sole discretion, in accordance with their then-existing\nfiduciary, contractual and other duties, and you should expect that such conflicts of interest will not be resolved in our favor.
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Our acquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to the\nmerits 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 may deem relevant. In the event that we decide to enter\ninto our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial\nbusiness combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.
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Competitive Strengths
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We believe that the diverse experience, industry knowledge, extensive\nnetwork of relationships in the focus geographies and within the private equity community, and the demonstrated ability to create shareholder value of our management team and members of our sponsor and their respective affiliates and related\nentities will provide us a significant competitive advantage for a successful business combination.
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We intend to leverage the following sources of competitive strength in seeking to achieve our business strategy:
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\n\n| | \n• | \n | \nManagement Team’s Industry Knowledge and Contacts. We believe that our management’s track record of identifying, investing and building industry leading companies differentiates\nour offering and positions us well to appropriately evaluate potential business combination and select one that will be well-received by the public markets. |
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\n\n| | \n• | \n | \nDeal Flow and Business Development Resources Available. Our management team has deep relationships across the globe. We believe we have consistent access to unique opportunities before they\nbecome more widely available to others. |
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\n\n| | \n• | \n | \nManagement Team’s Experience and Reputation in Sourcing Opportunities. Our combined expertise and reputation will allow us to source and negotiate transactions with an attractive\ninvestment thesis for our investors to evaluate. |
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\n\n| | \n• | \n | \nManagement Team’s Demonstrated Ability to Create Value for Their Shareholders. We have a long history of generating substantial risk-adjusted returns for our shareholders across public\nand private markets and through many business cycles over the last several decades. |
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\n\n| | \n• | \n | \nStrong Track Record of Operational Excellence. Our management team has a long-standing history of leading and growing large companies and building successful teams across a broad range of\nindustries. We believe prospective target management teams will benefit from the guidance and insights that our management team can provide through mentorship and governance as well as operational involvement. |
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\n\n| | \n• | \n | \nExperienced Advisory Committee. Our investment advisory committee comprises of senior executives from Investcorp Group with experience in a wide range of\nsub-sectors. We expect that our advisory committee will provide us with access to its expertise and extensive industry networks from which we intend to source and evaluate targets, as well as devise plans to\noptimize any business that we acquire. |
We intend to\ncapitalize on the multiple decades of combined investment experience of our management, board of directors and advisory committee, to identify and acquire a business that we believe provides opportunities for attractive risk-adjusted returns.
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Sourcing of Potential Business Combination Targets
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We believe that the operational and transactional experience of our\nmanagement team and members of our sponsor and their respective affiliates and related entities and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential business combination\ntargets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers,\nfinancing sources and target management teams. Our management team and members of our sponsor and their respective affiliates and related entities have significant experience in executing transactions under varying economic and financial market\nconditions. We believe that these networks of relationships and this experience will provide us with important sources of investment opportunities. In addition, we anticipate that target business candidates may be brought to our attention from\nvarious unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. We currently anticipate that\nInvestcorp may, from time to time, assist us in the identification of assets or companies that may be appropriate acquisition targets, and while we may also draw upon Investcorp’s platforms, infrastructure, personnel, network and relationships\nto provide access to deal prospects, along with any necessary resources to aid in the identification, diligence, and fundraising of a target for the initial business combination, Investcorp is not obligated to identify any such target assets or\ncompanies or to perform due diligence on any acquisition targets. Any such activities are solely the responsibility of our management team.
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We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor,\nofficers or directors (or their respective affiliates or related entities) or making the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors (or their respective affiliates or related\nentities). In the event we seek to complete our initial business combination with or through such an affiliated target or joint venture, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm\nor another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial business combination is fair to us financially. We are not required to obtain\nsuch an opinion in any other context. As more fully discussed in “Management — Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business\nof any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us,\nsubject to his or her
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\nfiduciary duties under Cayman Islands law. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.\n
Other Acquisition Considerations
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In addition to our sponsor, members of our management team may directly\nor indirectly own our ordinary shares and/or private placement shares following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate\nour initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was\nincluded by a target business as a condition to any agreement with respect to our initial business combination.
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Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or\ncontractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of\nour officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual\nobligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary\nduties under Cayman Islands law, no director or officer shall be disqualified or prevented from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any director shall have an\ninterest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any vote\nthereon by the board of directors. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination.
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Certain of our officers and directors are employed by or affiliated\nwith Investcorp. Each of these entities is continually made aware of potential investment opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any\nprospective target business or had any discussions, formal or otherwise, with respect to a business combination transaction with any prospective target business. Investcorp does not have any obligation or duty to us or to our shareholders, including\nwithout limitation any obligation or duty to present us with any opportunity for a potential business combination of which they become aware.
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Our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities\nregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), even before we enter a definitive agreement regarding our initial business combination.
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Initial Business Combination
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Nasdaq rules require that our initial business combination must occur\nwith one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive\nagreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment\nbanking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We do not intend to purchase multiple\n
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\nbusinesses in unrelated industries in conjunction with our initial business combination. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of\nour independent directors.
Unless we complete our initial business\ncombination with an affiliated entity, or our board of directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from (i) an independent investment banking\nfirm, (ii) another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or (iii) an independent accounting firm that the price we are paying for a target is fair to our company from a\nfinancial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our board of directors, which will have significant discretion in choosing the standard used to establish the fair market value of the\ntarget or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business\ncombination.
We anticipate structuring our initial business\ncombination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination\nsuch that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only\ncomplete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be\nrequired to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our\nshareholders prior to the business combination may collectively own a minority interest in the post- transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a\ntransaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares and/or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the\ntarget. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial\nbusiness combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be\nvalued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not\nlisted on the Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on the Nasdaq at the time of our initial business combination.\n
Prior to the date of this prospectus, we will file a Registration\nStatement 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\nExchange 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.
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Corporate Information
\n
We are an “emerging growth company,” as defined in\nSection 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various\nreporting 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\nSarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our
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\nperiodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and\nshareholder 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\nmore volatile.
In addition, Section 107 of the JOBS Act also\nprovides 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\n“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.
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We will remain an emerging growth company until the earlier of\n(1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this 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\nlarge accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June\n30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities in the aggregate during the prior\nthree-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
\n
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation\nS-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\nreporting 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 the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by\nnon-affiliates exceeds $700 million as of the prior June 30th.
\n
Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from\ncomplying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Financial Secretary of the Cayman Islands that, in accordance with Section 6 of the Tax\nConcessions 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 shall apply\nto 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 shall be payable (i) on or in respect of our shares, debentures or other\nobligations 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\nobligation of ours.
We are a Cayman Islands exempted company\nincorporated on February 19, 2021 under the name Investcorp-SPH Acquisition Corp. On February 23, 2021, we changed our name to Investcorp Acquisition Corp., and on January 11, 2022, we further changed our name to Investcorp India Acquisition\nCorp. Our executive offices are located at Century Yard, Cricket Square, Elgin Avenue, PO Box 1111, George Town, Grand Cayman, Cayman Islands KY1-1102, and our telephone number is +1 (345) 949-5122. Our website and the information contained on, or that can be accessed through, the website is not intended to, and shall not be deemed to, be incorporated by reference in, and is not considered part of,\nthis prospectus or the registration statement of which this prospectus forms a part. You should not rely on any such information in making your decision whether to invest in our securities.
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THE OFFERING
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In making your decision whether to invest in our securities, you\nshould take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under\nthe Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled “Risk Factors”\nbeginning on page 42 of this prospectus.
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\n\n| Securities offered | \n22,500,000 units (or 25,875,000 units if the underwriters’ over- allotment option is exercised in full), at $10.00 per unit, each unit consisting of: |
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\n\n| | \n• | \n | \none Class A ordinary share; and |
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\n\n| | \n• | \n | \none-half of one redeemable warrant |
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\n\n| Proposed Nasdaq symbols | \nUnits: “IVCAU” |
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\n\n| | \nClass A Ordinary Shares: “IVCA” |
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\n\n| Trading commencement and separation of ordinary shares and warrants | \nThe units are expected to begin trading promptly after the date of this prospectus. The Class A ordinary shares and warrants constituting the units will begin separate trading on the 52nd\nday following the date of this prospectus (or, if such date is not a business day, the following business day) unless Citigroup Global Markets Inc. and Jefferies LLC inform us of their decision to allow earlier separate trading, subject to our\nhaving filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence\nseparate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A\nordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.\n |
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\n\n| | \nAdditionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. |
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\n\n| Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current\nReport on Form 8-K | \n In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet of the Company |
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\nreflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of\nthis offering. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.
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Units:
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\n\n| Number issued and outstanding before this offering | \n0 |
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\n\n| Number issued and outstanding after this offering | \n22,500,000(1) |
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Ordinary shares:
\n
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\n\n| Number issued and outstanding before this offering | \n6,468,750(2)(3) |
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\n\n| Number issued and outstanding after this offering | \n28,125,000(1)(4) |
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Warrants:
\n
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\n\n| Number of private placement warrants to be sold in a private placement simultaneously with this offering\n | \n14,400,000(1) |
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\n\n| Number of warrants to be outstanding after this offering and the private placement | \n25,650,000(1)(5) |
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\n\n| Exercisability | \nEach whole warrant offered in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as provided herein, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of\nthe units and only whole warrants will trade. |
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\n\n| (1) | \n | \nAssumes no exercise of the underwriters’ over-allotment option. |
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\n\n| (2) | \n | \nFounder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial\nbusiness combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association.\n |
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\n\n| (3) | \n | \nIncludes up to 843,750 founder shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. |
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\n\n| (4) | \n | \nIncludes 22,500,000 public shares and 5,625,000 founder shares assuming no exercise of the underwriters’ over-allotment option and the forfeiture by our sponsor of 843,750 founder shares. |
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\n\n| (5) | \n | \nIncludes 14,400,000 private placement warrants and 11,250,000 public warrants. |
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\n\n| | \nWe structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some\nother similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a\nwhole warrant to purchase one whole share, which we believe will make us a more attractive business combination partner for target businesses. |
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\n\n| Exercise price | \n$11.50 per share, subject to adjustment as described herein. |
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\n\n| | \nIn addition, 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\neffective 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 sponsor or its affiliates,\nwithout taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the\ntotal equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume weighted average trading price\nof our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the\nexercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants\nwhen the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price\ndescribed adjacent to the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued\nPrice. |
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\n\n| Exercise period | \nThe warrants will become exercisable 30 days after the consummation of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the offer and sale of the Class A\ncommon stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock is available and such shares are registered, qualified or exempt from registration under the securities laws of the state of\nresidence of the holder. |
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\n\n| | \nAlthough this registration statement registers the offer of the Class A common stock underlying the warrants, it does not register the issuance of the shares underlying the warrants from time to time following the\ninitial business combination. We have therefore agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the\nSEC a registration statement for the registration, under the Securities Act, of the offer and sale of the Class A common stock issuable upon exercise of the warrants. We will use our reasonable best efforts to file with the SEC a registration\nstatement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and we will use our reasonable best efforts to cause the same to become effective within 60 business days after the closing of our initial\nbusiness combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided\nthat 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 it satisfies the definition of a “covered security” under Section 18(b)(1) of the\nSecurities 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\nbe required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial\nbusiness combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless\nbasis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.\n |
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\n\n| | \nThe warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant\nexercise price will be paid directly to us and not placed in the trust account. |
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\n\n| Redemption of warrants for cash when the price per Class A ordinary shares equals or exceeds $18.00\n | \nOnce the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): |
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\n\n| | \n• | \n | \nin whole and not in part; |
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\n\n| | \n• | \n | \nat a price of $0.01 per warrant; |
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\n\n| | \n• | \n | \nupon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and |
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\n\n| | \n• | \n | \nif, and only if, the last reported sales price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon\nexercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. |
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\n\n| | \nWe will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current\nprospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we\nare unable to register or qualify the underlying securities for sale under all applicable state securities laws. |
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\n\n| | \nExcept as provided below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. |
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\n\n| Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals\nor exceeds $10.00 | \nOnce the warrants become exercisable, we may redeem the outstanding warrants: |
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\n\n| | \n• | \n | \nin whole and not in part; |
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\n\n| | \n• | \n | \nat $0.10 per warrant; |
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\n\n| | \n• | \n | \nupon a minimum of 30 days’ prior written notice of redemption; |
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\n\n| | \n• | \n | \nif, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a\nwarrant as described under the heading “Description of Securities — Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”) for any 20 trading days within the\n30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; |
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\n\n| | \n• | \n | \n if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for\n |
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\n\n| | \n \nadjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public\nShareholders’ Warrants — Anti-dilution Adjustments”), the private placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above; |
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\n\n| | \nprovided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of\nSecurities — Warrants — Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described in “Description\nof Securities — Warrants — Public Shareholders’ Warrants.” |
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\n\n| | \nThe “fair market value” of our Class A ordinary shares for the above purpose shall mean the volume-weighted average price of our Class A ordinary shares during the 10 trading days immediately\nfollowing the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no\nevent will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). |
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\n\n| | \nNo fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of\nthe number of Class A ordinary shares to be issued to the holder. Please see the section entitled “Description of Securities — Warrants — Public Shareholders’ Warrants” for additional information.\n |
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\n\n| Founder shares | \nIn March 2021, our sponsor subscribed for an aggregate of 7,187,500 founder shares for an aggregate purchase price of $25,000 or approximately $0.0035 per share. In March 2022, our sponsor surrendered, for no consideration, 718,750 founder\nshares, resulting in our sponsor holding 6,468,750 founder shares for an aggregate purchase price of $25,000 or approximately $0.0348 per share. |
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\n\n| | \n Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible.\nThe purchase price of these founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. Our initial shareholders will collectively own 20% of our issued and outstanding shares after this\noffering (assuming our initial shareholders do not purchase any units in this offering). If we increase or decrease the size of this offering, we will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as\napplicable, with respect to our ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of founder shares by our initial |
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\nshareholders at 20% of our issued and outstanding ordinary shares upon the consummation of this offering (assuming our initial shareholders do not purchase any units in this offering). Up to\n843,750 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised.
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\n\n| | \nThe founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: |
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\n\n| | \n• | \n | \nprior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of\ndirectors for any reason; |
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\n\n| | \n• | \n | \nthe founder shares are subject to certain transfer restrictions, as described in more detail below; |
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\n\n| | \n• | \n | \n our initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed to\nwaive (1) their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of our initial business combination (and not seek to sell its shares to us in any tender offer we\nundertake in connection with our initial business combination); (2) their redemption rights with respect to their founder shares and any public shares held by them in connection with a shareholder vote to approve an amendment to our amended and\nrestated 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\ncombination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described\nin this prospectus) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) their rights to liquidating distributions\nfrom the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business\ncombination as described in this prospectus) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the\nprescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our initial shareholders have agreed, pursuant to such letter agreement, to vote their founder shares and any public shares they hold in\nfavor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 8,437,501 or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment\n |
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\n\n| | \n \noption is not exercised), or 1,406,251, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 22,500,000\npublic shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Our directors and officers have also entered into the letter agreement, imposing similar\nobligations to the one signed by our initial shareholders with respect to public shares acquired by them, if any; |
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\n\n| | \n• | \n | \nthe founder shares will automatically convert into our Class A ordinary shares on the first business day following the completion of our initial business combination on a one-for-one basis subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption “Founder shares conversion and anti-dilution rights”; and\n |
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\n\n| | \n• | \n | \nthe founder shares are entitled to registration rights. |
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\n\n| Transfer restrictions on founder shares | \nOur initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business\ncombination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations\nand the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after our initial business combination, or (y) the date on which we complete a liquidation, merger,\nshare exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the\nsame restrictions and other agreements of our sponsor and management team with respect to any founder shares. |
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\n\n| Founder shares conversion and anti-dilution rights | \n The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business\nday following the completion of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. In the case that additional\nClass A ordinary shares, or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business\ncombination, the ratio at which founder shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number of Class A ordinary\nshares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of our ordinary shares issued and outstanding upon the completion of\nthis offering plus the number of |
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\n\n| | \n \nClass A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination (net of redemptions), excluding any Class A ordinary\nshares or equity-linked securities issued, or to be issued, to any seller in our initial business combination and any private placement warrants issued to our sponsor, an affiliate of our sponsor or any of our officers or directors. Any conversion\nof Class B ordinary shares described herein will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. The term “equity-linked securities” refers\nto any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private\nplacement of equity or debt. |
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\n\n| Appointment of directors; voting rights | \nPrior to 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\ntime. In addition, prior to our initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of\nassociation may only be amended by a special resolution passed by at least 90% of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business\ncombination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. |
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\n\n| | \nOur amended and restated memorandum and articles of association will provide that our board of directors will be divided into three classes, with only one class of directors being appointed in each year and each class\n(except for those directors appointed prior to our first annual general meeting) serving a two-year term. |
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\n\n| Private placement warrants | \n Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 14,400,000 private placement warrants (or 16,087,500 if the\nunderwriters’ over-allotment option is exercised in full) at a price of $1.00 per warrant ($14,400,000 in the aggregate or $16,087,500 in the aggregate if the underwriters’ over-allotment option is exercised in full) in a private placement\nthat will occur simultaneously with the closing of this offering. Each private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. Private placement\nwarrants may be exercised only for a whole number of shares. A portion of the proceeds from the sale of the private placement warrants will be added to the proceeds from this offering to be held in the trust account. If we do not complete our\ninitial business combination within 15 months from the closing of this |
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\n\n| | \n \noffering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus), the proceeds of the sale of the private placement warrants held in the\ntrust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be\nnon-redeemable by us (except as set forth under “Description of Securities — Warrants — Public Shareholders’ Warrants — Redemption of warrants for Class A ordinary shares when the\nprice per Class A ordinary share equals or exceeds $10.00”) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see “Description of Securities — Warrants — Private\nPlacement Warrants”). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the\nwarrants included in the units being sold in this offering. Our sponsor, as well as its permitted transferees, have the option to exercise the private placement warrants on a cashless basis. |
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\n\n| Transfer restrictions on private placement warrants | \nThe private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business\ncombination, except as described below under “Principal Shareholders — Transfers of Founder Shares and Private Placement Warrants.” |
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\n\n| Cashless exercise of private placement warrants | \nIf holders of private placement warrants elect to exercise them on a cashless basis, except as described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00,” they would pay the\nexercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the\nexcess of the “historical fair market value” over the exercise price of the warrants by (y) the historical fair market value. The “historical fair market value” will mean the average reported closing price of the\nClass A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a\ncashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to\nsell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. |
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\n\n| Proceeds to be held in trust account | \nThe rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private\nplacement warrants described in this prospectus, $231,750,000 ($10.30 per unit), or $266,512,500 ($10.30 per unit) if the underwriters’ over-allotment option is exercised in full (including $7,875,000 (or up to $9,056,250 if the\nunderwriters’ over-allotment option is exercised in full) in deferred underwriting commissions), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee, and $1,000,000 will\nbe used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days\nor 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. Assuming an interest rate of 0.1%\nper year, we estimate the interest earned on the trust account will be approximately $231,750 per year; however, we can provide no assurances regarding this amount. |
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\n\n| | \n Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if\nany, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) the completion of our initial business combination; (2) the redemption of any public shares properly submitted in\nconnection 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\nshares 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 15 months from the closing of this offering (or up to 21 months, if we extend\nthe time to complete a business combination as described in this prospectus) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity;\nand (3) the redemption of our public shares if we are unable to complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as\ndescribed in this prospectus), subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds\nfrom the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend\nthe time to complete a business combination as described in this prospectus), with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the |
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\n\n| | \n \ntrust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. |
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\n\n| Anticipated expenses and funding sources | \nUnless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes or to redeem our public shares in connection with an amendment to\nour amended and restated memorandum and articles of association, as described above. Based upon current interest rates, we expect the trust account to generate approximately $231,750 of interest annually (assuming an interest rate of 0.1% per year).\nUnless and until we complete our initial business combination, we may pay our expenses only from: |
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\n\n| | \n• | \n | \nthe net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $2,150,000 in working capital after the payment of approximately $1,000,000 in\nexpenses relating to this offering; and |
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\n\n| | \n• | \n | \nany loans or additional investments from our sponsor, members of our management team or any of their affiliates or other third parties, although they are under no obligation to loan funds or invest in us; and provided\nthat any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. |
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\n\n| Conditions to completing our initial business combination | \n There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. As required by\nNasdaq rules, our initial business combination will be approved by a majority of our independent directors. Nasdaq rules also require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of\nthe value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business\ncombination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or\nbook value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial\ndegree of judgment. Accordingly, investors will be relying on the business judgment of our board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in\nconnection with any proposed transaction will provide public shareholders with our analysis of our satisfaction of the 80% of fair market value test, as |
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\n\n| | \n \nwell as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion\nfrom an independent investment banking firm or an independent valuation or appraisal firm. |
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\n\n| | \nWe will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the issued and outstanding voting securities of the\ntarget or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the\nvoting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business\ncombination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will\nbe valued for purposes of Nasdaq’s 80% of fair market value test; provided that in the event that our initial business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of\nall of the target businesses. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no restriction on our doing so. |
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\n\n| Permitted purchases and other transactions with respect to our securities | \n If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business\ncombination pursuant to the tender offer rules, our initial shareholders, directors, officers, advisors or any of their affiliates may purchase public shares or public warrants or a combination thereof in privately negotiated transactions or in the\nopen market either prior to or following the completion of our initial business combination, although they are under no obligation or duty to do so. See “Proposed Business — Permitted Purchases and Other Transactions With Respect to Our\nSecurities” for a description of how such persons will determine from which shareholders to seek to acquire securities. There is no limit on the number of shares or warrants such persons may purchase, or any restriction on the price that they\nmay pay. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. However, such persons have no current\ncommitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our initial shareholders, directors, officers, advisors or any of their affiliates determine to\n |
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\n\n| | \n \nmake any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such\ntransaction. None of the funds in the trust account will be used to purchase public shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in\npossession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we\nwill adopt an insider trading policy which will require insiders to (1) refrain from purchasing securities during certain blackout periods when they are in possession of any material non-public\ninformation and (2) to clear certain trades prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon\nseveral factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine\nthat such a plan is not necessary. |
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\n\n| | \nWe 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\nunder 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 comply with such rules. Any such purchases will be reported pursuant to Section 13\nand Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Proposed Business — Permitted Purchases and Other Transactions With Respect to Our Securities” for a description of\nhow our sponsor, directors, officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. |
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\n\n| | \nThe 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\nnumber of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that\nrequires 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\ncompletion 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\nbeneficial 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. |
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\n\n| Redemption rights for public shareholders upon completion of our initial business combination | \nWe will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash,\nequal to the aggregate amount then on deposit in the trust account as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then\nissued and outstanding public shares, subject to the limitations described above adjacent to the caption “Limitations on redemptions.” For example, our board of directors may propose such an amendment if it determines that additional time\nis necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A under the Exchange Act seeking shareholder approval of such proposal and, in\nconnection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by\nour sponsor, any executive officer, director or director nominee, or any other person. |
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\n\n| | \nThe amount in the trust account is initially anticipated to be $10.30 per public share. The per-share amount we will distribute to investors who properly redeem their shares will\nnot be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial shareholders have entered\ninto a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of our initial business combination. Our\ndirectors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any. |
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\n\n| Manner of conducting redemptions | \n We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial\nbusiness combination either (1) in connection with a general meeting called to approve the business combination or (2) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business\ncombination 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\napproval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive, amalgamations pursuant to a\n |
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\n\n| | \n \nscheme of arrangement 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\nassociation would typically require shareholder approval. We currently intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange\nlisting requirement or we choose to seek shareholder approval for business or other reasons. |
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\n\n| | \nIf a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association:\n |
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\n\n| | \n• | \n | \nconduct the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers; and |
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\n\n| | \n• | \n | \nfile 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\nredemption rights as is required under Regulation 14A under the Exchange Act, which regulates the solicitation of proxies. |
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\n\n| | \nUpon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. |
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\n\n| | \nIn 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\nthe 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 a specified\nnumber of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001, after payment of the deferred underwriting commissions (so\nthat we do not then become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. If public shareholders\ntender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. |
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\n\n| | \nIf, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other reasons, we will:\n |
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\n\n| | \n• | \n | \nconduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and\n |
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\n\n| | \n• | \n | \nfile proxy materials with the SEC. |
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\n\n| | \nWe expect that a final proxy statement would be mailed to public shareholders at least ten days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders\nwell in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural\nrequirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration. |
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\n\n| | \nIf we seek shareholder approval, we will complete our initial business combination only if we obtain an approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of\nthe shareholders who attend and vote at a general meeting of the company. In such case, pursuant to the terms of a letter agreement entered into with us, our initial shareholders have agreed (and their permitted transferees will agree) to vote their\nfounder shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our initial shareholders and their permitted transferees\nwill own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. Our directors and officers also have agreed to vote in favor of our initial business combination with respect to public shares acquired by them, if any.\nThese voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares without voting, and if\nthey do vote, irrespective of whether they vote for or against the proposed business combination. |
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\n\n| | \n Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares\nin an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion of our initial business combination (so that we do not then become subject to the SEC’s\n“penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business\n |
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\n\n| | \n \ncombination may require: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working capital or other general corporate purposes;\nor (3) 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 public shares that are validly\nsubmitted 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 such business combination or redeem any\nshares in connection therewith, and all public shares submitted for redemption will be returned to the holders thereof. |
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\n\n| Tendering share certificates in connection with a tender offer or redemption rights | \nWe may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set\nforth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their\nshares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, rather than simply voting against the initial business combination. The tender offer or\nproxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements.\n |
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\n\n| Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if\nwe hold shareholder vote | \n Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions\nin connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any\nother person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares\nsold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares\nas a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a\n |
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\n\n| | \n \npublic shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder’s\nshares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem to no more than 15% of the shares sold in this\noffering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that\nrequires as a closing condition that we have a minimum net worth or a certain amount of cash. |
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\n\n| | \nHowever, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or\nagainst our initial business combination. |
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\n\n| Redemption rights in connection with proposed amendments to our amended and restated memorandum and articles\nof association | \n Some other blank check companies have a provision in their constitutional documents which prohibits the amendment of certain constitutional provisions.\nOur amended and restated memorandum and articles of association will provide that any of its provisions (other than amendments relating to the appointment or removal of directors prior to our initial business combination, which require the approval\nof at least 90% of our Class B ordinary shares), including those related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement\nwarrants into the trust account and not release such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a\ngeneral meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. Our initial shareholders, who will beneficially own 20%\nof our ordinary shares upon the closing of this offering (assuming our initial shareholders do not purchase any units in this offering), may participate in any vote to amend our amended and restated memorandum and articles of association and/or\ntrust agreement and will have the discretion to vote in any manner they choose. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum\nand 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\n100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this |
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\n\n| | \n \noffering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) or (B) with respect to any other provision relating to\nshareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and\noutstanding public shares. Our initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares held by them in\nconnection with the completion of our initial business combination. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any.\n |
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\n\n| Release of funds in trust account on closing of our initial business combination | \nOn the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public shareholders who properly exercise their redemption rights as described\nabove under “Redemption rights for public shareholders upon completion of our initial business combination,” to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the\ntarget or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt, or not all of the funds released\nfrom the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general\ncorporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other\ncompanies or for working capital. |
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\n\n| Redemption of public shares and distribution and liquidation if no initial business combination | \n Our sponsor, officers and directors have agreed that we will have only 15 months from the closing of this offering to complete our initial business\ncombination. If we are unable to complete our initial business combination within such 15-month period (or up to 21 months, if we extend the time to complete a business combination as described in this\nprospectus), we will: (1) cease all operations except for the purpose of winding up; as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a\nper-share price, payable in cash, equal to the aggregate amount |
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\n\n| | \n \nthen on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of\nthen issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as\nreasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of\ncreditors 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 complete our initial business combination within the 15-month time period (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus). |
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\n\n| | \n If we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, but are not\nobligated to, extend the period of time to consummate a business combination by an additional three months on two separate occasions (for a total of up to 21 months to complete a business combination). Pursuant to the terms of our amended and\nrestated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our\ninitial business combination, our sponsor (or its affiliates or designees), upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each three-month extension (of which there may be no more than two\nsuch extensions) $2,250,000 or $2,587,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the date of the applicable deadline. Any such payments would be funded from the proceeds\nof a non-interest bearing loan between our sponsor and us. Such loan may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The terms of the warrants would be identical to the terms of the private placement\nwarrants. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. The letter agreement with our initial shareholders contains a provision pursuant to which our\nsponsor has agreed to waive its right to be repaid for such loans in the event that we do not complete a business combination. Our public shareholders will not be afforded an opportunity to vote on our extensions of time to consummate an initial\nbusiness combination or redeem their shares in connection with such extensions. In the event that we determine to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline.\nIn addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds |
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\n\n\n\n\n
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\n\n| | \n \nhad been timely deposited. Our sponsor and their affiliates or designees are not obligated to enter into any such loan agreement with us that would allow us to fund the trust account to extend\nthe time for us to complete our initial business combination. |
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Our initial shareholders have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating\ndistributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business\ncombination as described in this prospectus). However, if our initial shareholders acquire public shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to\ncomplete our initial business combination within the allotted time frame. The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the trust account in the event we do not complete our initial business\ncombination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) and, in such event, such amounts will be included with the funds held in\nthe trust account that will be available to fund the redemption of our public shares.
\n
\n\n| | \nOur sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (a) to modify\nthe 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\nour initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) or (b) with respect to any other provision\nrelating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such\namendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of\nthen issued and outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 (so that we do not then\nbecome subject to the SEC’s “penny stock” rules). |
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\n\n| Limited payments to insiders | \n There will be no finder’s fees, reimbursements or cash payments made by us to our sponsor, officers or directors, or our or any of their\naffiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following |
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\n\n\n\n
\n\n\n\n\n
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\n\n| | \n \npayments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business\ncombination: |
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\n\n| | \n• | \n | \nrepayment of an aggregate of up to $300,000 in loans that may be made to us by our sponsor to cover offering-related and organizational expenses; |
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\n\n| | \n• | \n | \nreimbursement for office space, utilities and secretarial and administrative services provided to us by our sponsor, in the amount of $10,000 per month; |
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\n\n| | \n• | \n | \nreimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;\n |
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\n\n| | \n• | \n | \nrepayment of up to $2,250,000 (or $2,587,500 if the underwriters’ overallotment option is exercised in full) in non-interest bearing loans made by our sponsor to us for each three-month extension (of which there\nmay be no more than two such extensions) of the time that we have to consummate an initial business combination, which is due and payable upon the consummation of our initial business combination out of the proceeds of the trust account released to\nus, which amount may be converted into warrants at the price of $1.00 per warrant at the option of the lender; and |
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\n\n| | \n• | \n | \nrepayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to\n$3,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Except for the foregoing, the terms of such loans, if any, have not been determined nor have any written agreements been executed\nwith respect to such loans. |
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\n\n| | \nThese payments may be funded using the net proceeds of this offering and the sale of the private placement warrants not held in the trust account or, upon completion of the initial business combination, from any amounts\nremaining from the proceeds of the trust account released to us in connection therewith. |
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\n\n| | \nOur audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or any of their affiliates. |
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\n\n| Audit committee | \nPrior to the effectiveness of this registration statement, we will have established and will maintain an audit committee, which will be composed entirely of independent directors. |
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\n\n| | \n Among its responsibilities, the audit committee will, among other things, monitor compliance with the terms described above\nand the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the |
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\n\n\n\n\n
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\n\n| | \n \nresponsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section\nentitled “Management — Committees of the Board of Directors — Audit Committee.” |
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\n\n| Conflicts of interest | \nCertain of our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a\nbusiness combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual\nobligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however, that the\nfiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. |
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\n\n| Indemnity | \nOur sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have\ndiscussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.30 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the\ntrust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust\naccount and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable\nagainst a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that\nour sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations. |
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Summary of Risks
\n
An investment in our securities involves a high degree of risk. The\noccurrence 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\noperating 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:
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\n\n| | \n• | \n | \nOur public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public\nshareholders do not support such a combination. |
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\n\n| | \n• | \n | \nIf we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.\n |
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\n\n| | \n• | \n | \nYour only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder\napproval of such business combination. |
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\n\n| | \n• | \n | \nThe ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business\ncombination with a target. |
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\n\n| | \n• | \n | \nThe 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.\n |
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\n\n| | \n• | \n | \nThe 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\nwould have to wait for liquidation in order to redeem your shares. |
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\n\n| | \n• | \n | \nOur search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus\n(COVID-19) outbreak and the status of debt and equity markets. |
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\n\n| | \n• | \n | \nWe may, but are not obligated to, extend the period of time to consummate a business combination by an additional three months on two separate occasions without providing our shareholders with voting or redemption\nrights relating thereto. |
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\n\n| | \n• | \n | \nThe requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we\nhave in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value\nfor our shareholders. |
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\n\n| | \n• | \n | \nWe may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares\nand liquidate, in which case our public shareholders may receive only $10.30 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. |
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\n\n| | \n• | \n | \nIf we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their affiliates may elect to purchase shares or warrants from public shareholders, which may\ninfluence a vote on a proposed business combination and reduce the public “float” of our securities. |
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\n\n| | \n• | \n | \nIf 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\nbe redeemed. |
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\n\n| | \n• | \n | \nYou will not be entitled to protections normally afforded to investors of many other blank check companies. |
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\n\n| | \n• | \n | \nIf 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\n15% 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. |
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\n\n| | \n• | \n | \nBecause of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our\ninitial business combination within the required time period, our public shareholders may receive only approximately $10.30 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire\nworthless. |
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\n\n| | \n• | \n | \nIf the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or\nbusinesses and complete our initial business combination and we may depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination. Our sponsor is not obligated to fund such\nloans. |
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\n\n| | \n• | \n | \nYou 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,\npotentially at a loss. |
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\n\n| | \n• | \n | \nNasdaq 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. |
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\n\n| | \n• | \n | \nWe are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
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\n\n| | \n• | \n | \nPast performance by our management team or their affiliates may not be indicative of future performance of an investment in the company. |
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Summary Financial Data
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The following table summarizes the relevant financial data for our\nbusiness and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. The following table summarizes the relevant financial data\nfor our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.
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\n\n\n\n\n | \n\n | \n | \n | \n | \n\n | \n | \n | \n |
\n\n| | \n | \nDecember 31, 2021 | \n |
\n\n| | \n | \nActual | \n | \n | \nAs Adjusted | \n |
\n\n\n\n| Balance Sheet Data: | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Working deficiency(1) | \n | \n$ | \n(473,237 | \n) | \n | \n$ | \n2,171,413 | \n |
\n\n| Total assets(2) | \n | \n$ | \n 494,650 | \n | \n | \n$ | \n233,921,413 | \n |
\n\n| Total liabilities(3) | \n | \n$ | \n 473,237 | \n | \n | \n$ | \n 22,495,500 | \n |
\n\n| Value of Class A ordinary shares subject to possible redemption(4) | \n | \n$ | \n— | \n | \n | \n$ | \n231,750,000 | \n |
\n\n| Shareholder’s equity\n(deficit)(5) | \n | \n$ | \n21,413 | \n | \n | \n$ | \n(20,324,087 | \n) |
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\n\n| (1) | \n | \nThe “as adjusted” calculation includes $2,150,000 in cash held outside the trust account, plus $21,413 of actual shareholder’s equity as of December 31, 2021. |
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\n\n| (2) | \n | \nThe “as adjusted” calculation equals $231,750,000 cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $2,150,000 in cash held outside the trust account\nplus $21,413 of actual shareholder’s equity as of December 31, 2021. |
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\n\n| (3) | \n | \nThe “as adjusted” calculation includes $7,875,000 of deferred underwriting commissions and $14,620,500 of warrant liability, assuming the underwriters’ over-allotment option is not exercised.\n |
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\n\n| (4) | \n | \nThe “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the “as adjusted” shareholder’s equity. |
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\n\n| (5) | \n | \nExcludes Class A ordinary shares purchased in the public market which are subject to redemption in connection with our initial business combination. The “as adjusted” calculation equals the “as\nadjusted” total assets, less the “as adjusted” total liabilities, less the value of the Class A ordinary shares that may be converted in connection with our initial business combination ($10.30 per share). |
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The “as adjusted” information gives effect to the sale of the units in this\noffering, the sale of the private placement warrants, repayment of up to an aggregate of $300,000 in loans made to us by our sponsor and the payment of the estimated expenses of this offering and assumes no exercise of the underwriters’\nover-allotment option. The “as adjusted” total assets amount includes the $231,750,000 held in the trust account for the benefit of our public shareholders, which amount, less deferred underwriting commissions, will be available to us only\nupon the completion of our initial business combination within 15 months from the closing of this offering. The “as adjusted” working capital and “as adjusted” total assets include $231,750,000 being held in the trust account\nrepresenting deferred underwriting commissions. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions.
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If no business combination is completed within 15 months from the closing of this offering, the proceeds then on deposit in the trust account, including\ninterest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses) will be used to fund the redemption of our public shares. Our sponsor, initial\nshareholders, officers and directors have entered into letter agreements 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 held by them if we fail\nto complete our initial business combination within such time period.
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\n\n\n RISK FACTORS
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An investment in our securities involves a high degree of risk. You\nshould consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition\nand 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.
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Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a\nBusiness Combination
Our public shareholders may not be\nafforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
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We will either (1) seek shareholder approval of our initial\nbusiness combination at a general meeting called for such purpose at which public shareholders may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed business\ncombination, or (2) provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination by means of a tender offer (and thereby avoid the need for a\nshareholder vote), in each in cash, for an amount payable in cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the completion of our initial business combination, including interest (which\ninterest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. Accordingly, it is possible that we will consummate our initial business combination even if\nholders of a majority of our public shares do not approve of the business combination we consummate. The decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to\nus 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. For\ninstance, Nasdaq rules currently allow us to engage in a tender offer in lieu of a general meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares to a target\nbusiness as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding shares, we would seek shareholder approval of such business\ncombination instead of conducting a tender offer.
If we seek\nshareholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
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Unlike many other blank check companies in which the initial\nshareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our initial shareholders have agreed (and their permitted transferees\nwill agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them in favor of our initial business combination. As a result, in addition to our initial shareholders’\nfounder shares, we would need 8,437,501 or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,406,251, or 6.25% (assuming only the minimum number of shares representing a quorum are\nvoted and the over-allotment option is not exercised), of the 22,500,000 public shares sold in this offering to be voted in favor of a transaction (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised),\nsubject to any higher threshold as is required by Cayman Islands or other applicable law, in order to have such initial business combination approved. Our directors and officers have also entered into the letter agreement, imposing similar\nobligations on them with respect to public shares acquired by them, if any. We expect that our initial shareholders and their permitted transferees will own at least
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\n\n\n \n20% of our issued and outstanding ordinary shares (assuming our initial shareholders do not purchase any units in this offering) at the time of any such shareholder vote. Accordingly, if we seek\nshareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the\nvotes cast by our public shareholders.
Your only opportunity\nto affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination.
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At the time of your investment in us, you will not be provided with an\nopportunity to evaluate the specific merits or risks of any target businesses. Additionally, since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or\nopportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, if we do not seek shareholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be\nlimited 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.
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The ability of our public shareholders to redeem their shares for\ncash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
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We may seek to enter into a business combination transaction agreement\nwith a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and,\nas a result, would not be able to proceed with the business combination. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with a business combination\nand such amount of deferred underwriting discount is not available for us to use as consideration in an initial business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets,\nafter payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion of our initial business combination (so that we do not then become subject to the SEC’s “penny stock” rules), or any greater net\ntangible asset or cash requirement that may be contained in the agreement relating to our initial business combination.
\nConsequently, if accepting all properly submitted redemption requests would cause our net tangible assets, after payment of the deferred\nunderwriting commissions, to be less than $5,000,001 upon completion of our initial business combination or less than such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption of our\npublic shares and the related business combination, and we instead may search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with\nus.
If we are able to consummate an initial business combination,\nthe per-share value of shares held by non- redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions.
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The ability of our public shareholders to exercise redemption\nrights 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.
\nAt the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their\nredemption rights and, therefore, we will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business
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\n\n\n \ncombination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve\na portion of the cash in the trust account to meet such requirements, or arrange for third-party financing. In addition, if a large number of public shares are submitted for redemption, we may need to restructure the transaction to reserve a greater\nportion of the cash in the trust account or arrange for third-party financing.
\nRaising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable\nlevels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.
\nThe ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the\nprobability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
\nIf our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or\nrequires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful increases. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the\ntrust 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\ntrust 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.
\n
Our search for a business combination, and any target business\nwith which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets.
\n
In December 2019, a novel strain of coronavirus was reported to have\nsurfaced in Wuhan, China, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States\nto aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The\nCOVID-19 outbreak has resulted, and a significant outbreak of other infectious diseases could result, in a widespread health crisis that adversely affects the economies and financial markets worldwide, and the\nbusiness of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a\ntransaction 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\ninformation 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 target business with which we ultimately consummate a\nbusiness 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\nCOVID-19 and other events, including but not limited to as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.\nThe COVID-19 pandemic may also have the effect of heightening many of the other risks described in this “Risk Factors” section.
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\n\n\n We may, but are not obligated to, extend the period of time to consummate a business\ncombination by an additional three months on two separate occasions without providing our shareholders with voting or redemption rights relating thereto.
\nIf we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, but are not obligated to,\nextend the period of time to consummate a business combination by an additional three months on two separate occasions (for a total of up to 21 months to complete a business combination). In order to extend the time available for us to consummate\nour initial business combination, our sponsor (or its affiliates or designees), upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each three-month extension (of which there may be no more than\ntwo such extensions) $2,250,000 or $2,587,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the date of the applicable deadline. Any such payments would be funded from the\nproceeds of a non-interest bearing loan between our sponsor and us. Such loan may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender.
\n
Our public shareholders will not be afforded an opportunity to vote on\nour extensions of time to consummate an initial business combination or redeem their shares in connection with such extensions. As a result, we may conduct such an extension even though a majority of our public shareholders do not support such an\nextension and will not be able to redeem their shares in connection therewith. This feature is different than the traditional special purpose acquisition company structure, in which any extension of the company’s period to complete a business\ncombination requires a vote of the company’s shareholders and shareholders have the right to redeem their public shares in connection with such vote.
\nOur sponsor and their affiliates or designees are not obligated to enter into any such loan agreement with us that would allow us to fund the\ntrust account to extend the time for us to complete our initial business combination. Our sponsor may decide not to extend the term we have to consummate our initial business combination, in which case we would cease all operations except for the\npurpose of winding up and we would redeem our public shares and liquidate, and the warrants will be worthless.
\nThe requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses\nleverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our\nability to complete our initial business combination on terms that would produce value for our shareholders.
\nAny potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our\ninitial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus). Consequently, such target business may obtain leverage\nover us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This\nrisk will increase as we get closer to the end of the prescribed period. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more\ncomprehensive investigation.
We may not be able to\ncomplete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders\nmay receive only $10.30 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
\nOur sponsor, officers and directors have agreed that we must complete our initial business combination within 24 months from the closing of\nthis offering (or up to 21 months, if we extend the time to complete a
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\n\n\n \nbusiness combination as described in this prospectus). We may not be able to find a suitable target business and complete our initial business combination within such time period. Our ability to\ncomplete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of\nCOVID-19 continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial\nbusiness 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\nCOVID-19 outbreak may negatively impact businesses we may seek to acquire.
\nIf we are unable to complete our initial business combination within such time period we will: (1) cease all operations except for the\npurpose of winding up; (2) 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\nthen on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which\nredemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to\nthe approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our\namended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation\nof 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 $10.30 per share, or less than $10.30 per\nshare, on the redemption of their shares, and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the\nper-share redemption amount received by shareholders may be less than $10.30 share” and other risk factors herein.
\nIf we decide to extend the period of time to consummate a business combination by an additional pursuant to our two potential three-month\nextensions, and the sponsor’s payment for such extension or extensions is made in the form of a loan or loans, we will not repay such loan or loans if we do not complete a business combination, which would give rise to a conflict of interest\nbetween our sponsor and our public shareholders.
If we\nanticipate that we may not be able to consummate our initial business combination within 15 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination by an additional three\nmonths on two separate occasions (for a total of up to 21 months to complete a business combination). In order to extend the time available for us to consummate our initial business combination, our sponsor (or its affiliates or designees), upon\nfive days advance notice prior to the applicable deadline, must deposit into the trust account for each three-month extension (of which there may be no more than two such extensions) $2,250,000, or $2,587,500 if the underwriter’s over-allotment\noption is exercised in full ($0.10 per share in either case), or an aggregate of $4,500,000, or $5,175,000 if the underwriter’s over-allotment option is exercised in full ($0.20 per share in either case) for a full six-month extension. Any such\npayments are expected to be made in the form of a non-interest bearing loan or loans. If we complete our initial business combination, we would expect to repay such loans from funds that are released to us from the trust account or, at the option of\nour sponsor, convert all or a portion of the total loaned amount into warrants at a price of $1.00 per warrant, which warrants will be identical to the private placement warrants. If we do not complete a business combination, we will not repay such\nloans. Because we will not repay such loans if we do not complete a business combination, if any such loans are outstanding, our sponsor may be more inclined to complete a business combination than it would be if no such loans were outstanding,\nwhich would represent a conflict of interest between our sponsor and our public shareholders. For example, our sponsor may prefer to consummate an initial business combination with a risky, weak-performing or less-established target, rather than\nconsummate no business combination at all, while our public shareholders would prefer that we consummate either a strong
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\n\n\n \nbusiness combination or no business combination at all. You should consider our sponsor’s financial incentives to consummate a business combination when evaluating whether to redeem your\nshares prior to or in connection with such business combination.
\nBecause our trust account will initially contain $10.30 per Class A ordinary share (or $10.40 or $10.50 per Class A ordinary share if we\nextend the period of time to complete a business combination to 18 months or 21 months, respectively), public shareholders may be more incentivized to redeem their public shares than the public shareholders of other blank check companies.\n
Our trust account will initially contain $10.30 per Class\nA ordinary share (or $10.40 or $10.50 per Class A ordinary share if we extend the period of time to complete a business combination to 18 months or 21 months, respectively). This is different than some other similarly structured blank check\ncompanies for which the trust account will only contain $10.00 per Class ordinary share. As a result of the additional funds receivable by public shareholders upon redemption of public shares, our public shareholders may be more incentivized to\nredeem their public shares when they have an opportunity to do so, including in connection with the completion of our initial business combination and in connection with certain other shareholder votes, if any, as described elsewhere in this\nprospectus.
If we seek shareholder approval of our\ninitial business combination, our sponsor, directors, officers, advisors or any of their affiliates may elect to purchase shares or warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the\npublic “float” of our securities.
If we seek\nshareholder 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 initial shareholders, directors, officers, advisors or any of\ntheir affiliates may purchase public shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are\nunder no obligation or duty to do so. See “Proposed Business — Permitted Purchases and Other Transactions With Respect to Our Securities” for a description of how such persons will determine from which shareholders to seek to acquire\nsecurities. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the\nevent that our sponsor, directors, officers, advisors or any of 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\nagainst 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. The price per share paid in any such\ntransaction may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. The purpose of such purchases could be to vote such shares in favor of\nour initial business combination and thereby increase the likelihood of obtaining shareholder approval of our initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth\nor a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants\noutstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. This may result in the completion of our initial business combination that may not otherwise have\nbeen possible.
In addition, if such purchases are made, the public\n“float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on\na national securities exchange.
Any such purchases will be\nreported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Proposed Business — Permitted
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\n\n\n \nPurchases and Other Transactions With Respect to Our Securities” for a description of how our sponsor, directors, officers, advisors or their affiliates will select which shareholders to\npurchase securities from in any private transaction.
If a\nshareholder 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.
\n
We will comply with the tender offer rules or proxy rules, as\napplicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may not\nbecome aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe\nthe various procedures that must be complied with in order to validly tender or redeem public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. See “Proposed Business —\nEffecting Our Initial Business Combination — Tendering Share Certificates in Connection With a Tender Offer or Redemption Rights.”
\nYou will not be entitled to protections normally afforded to investors of many other blank check companies.
\n
Since the net proceeds of this offering and the sale of the private\nplacement warrants are intended to be used to complete an initial business combination with a target business that has not been identified, we may be
\ndeemed to be a “blank check” company under the U.S. securities laws. However, because we will have net tangible assets in excess of\n$5,000,000 upon the successful completion of this offering and the sale of the private placement warrants and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact,\nwe are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be\nimmediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if this offering were subject to Rule 419, that rule would prohibit the release of any\ninterest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination. For a more detailed comparison of our offering to\nofferings that comply with Rule 419, see “Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”
\nAs the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may\nbe more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
\n
In recent years, the number of special purpose acquisition companies\nthat have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies preparing\nfor an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available to consummate an initial business combination.
\n
In addition, because there are more special purpose acquisition\ncompanies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets companies to demand improved\nfinancial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate\ntargets post-business combination. This could increase the cost of, delay or otherwise complicate or
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\n\n\n \nfrustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors\naltogether.
If we seek shareholder approval of our initial\nbusiness 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\nall such shares in excess of 15% of our Class A ordinary shares.
\nIf we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business\ncombination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is\nacting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as\nthe “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\nredeem 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\nwill 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,\nwould be required to sell your shares in open market transactions, potentially at a loss.
\nBecause of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us\nto complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.30 per share, or less in certain circumstances, on our redemption of their\nshares, and our warrants will expire worthless.
We expect\nto 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\ninternational, 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\noperating 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\ncontrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of this offering and the sale of the private placement warrants, our ability to compete with\nrespect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.\nFurthermore, in the event we seek shareholder approval of our initial business combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially reduce the resources available to us for our initial business\ncombination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only\napproximately $10.30 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could\nbe reduced and the per-share redemption amount received by shareholders may be less than $10.30 per share” and other risk factors herein.
\n
If the funds not being held in the trust account are insufficient\nto allow us to operate for at least the 15 months following the closing of this offering, we may be unable to complete our initial business combination.
\nThe funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the 15 months following the\nclosing of this offering, assuming that our initial business combination is not
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\n\n\n \ncompleted during that time. We expect to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through this offering and potential\nloans from certain of our affiliates are discussed in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” However, our affiliates are not obligated to make\nloans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going\nconcern at such time.
We believe that, upon the closing of\nthis offering, the funds available to us outside of the trust account, will be sufficient to allow us to operate for at least the 15 months following the closing of this offering; however, we cannot assure you that our estimate is accurate. Of the\nfunds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such\ntarget 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 target business\nand were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to\ncomplete our initial business combination, our public shareholders may receive only approximately $10.30 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See “ —\nIf 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 $10.30 per share” and other\nrisk factors herein.
If the net proceeds of this\noffering and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination\nand we may depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination. Our sponsor is not obligated to fund such loans.
\n
Of the net proceeds of this offering and the sale of the private\nplacement warrants, only approximately $2,150,000 will be available to us initially outside the trust account to fund our working capital requirements. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such\nexcess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our\nestimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or\nother third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to loan funds to, or invest in, us in such circumstances. Any such loans may be\nrepaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available\nto us, we will be forced to cease operations and liquidate the trust account. In such case, our public shareholders may receive only $10.30 per share, or less in certain circumstances, and our warrants will expire worthless. See “— If\nthird 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 $10.30 per share” and other\nrisk factors herein.
If third parties bring claims against\nus, the proceeds held in the trust account could be reduced and the per- share redemption amount received by shareholders may be less than $10.30 per share.
\n
Our placing of funds in the trust account may not protect those funds\nfrom third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors), prospective
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\n\n\n \ntarget 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 any monies held in the trust account for\nthe 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\ninducement, 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\nthe trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a\nthird party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.
\n
Examples of possible instances where we may engage a third party\nthat refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in\ncases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations,\ncontracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the\nexercise 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.\nAccordingly, the per-share redemption amount received by public shareholders could be less than the $10.30 per share initially held in the trust account, due to claims of such creditors.
\n
Our sponsor has agreed that it will be liable to us if and to the\nextent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in\nthe trust account to below (1) $10.30 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case\nnet of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of\nthis 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\nliability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Our sponsor may\nnot have sufficient funds available to satisfy those obligations. We have not asked our sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were\nsuccessfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.30 per public share. In such event, we may not be able to complete our initial business\ncombination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors\nand prospective target businesses.
Our directors may\ndecide 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.
\n
In the event that the proceeds in the trust account are reduced\nbelow the lesser of (1) $10.30 per public share or (2) such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the\ninterest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification
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\n\n\n \nobligations 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\ncurrently 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\nchoose 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\n$10.30 per share.
If, after we distribute the proceeds\nin the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that\nis 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\ndirectors and us to claims of punitive damages.
If, after\nwe distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up\npetition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a liquidator could seek to recover some or\nall amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying public shareholders from the trust account prior to\naddressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.
\nIf, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority\nover 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.
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If, before distributing the proceeds in the trust account to our public\nshareholders, we file a winding up petition or winding up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and may be included in our liquidation estate and\nsubject to the claims of third parties with priority over the claims of our shareholders. To the extent any liquidation claims deplete the trust account, the per-share amount that would otherwise be received\nby our shareholders in connection with our liquidation would be reduced.
\nIf we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance\nrequirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
\nIf we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
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\n\n\n| | \n• | \n | \nrestrictions on the nature of our investments; and |
\n\n\n| | \n• | \n | \nrestrictions 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:\n |
\n\n\n| | \n• | \n | \nregistration as an investment company with the SEC; |
\n\n\n| | \n• | \n | \nadoption of a specific form of corporate structure; and |
\n\n\n| | \n• | \n | \nreporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not currently subject to. |
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In order not to be regulated as an investment company under the\nInvestment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing,
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\n\n\n \nreinvesting 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\nassets (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\nterm. 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.
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We do not believe that our anticipated principal activities will\nsubject 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\nmaturity 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.\nPursuant 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\nthe 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. This offering\nis not intended 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\ninitial 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\nof 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\ncombination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) or (B) with respect to any other provision relating to the rights of\nholders 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 15 months from\nthe closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus), subject to applicable law and as further described herein. If we do not invest the proceeds as discussed\nabove, 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\nfunds and may hinder our ability to complete a business combination. If we are unable to complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.30 per public share, or\nless in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
\nChanges in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our\nability to negotiate and complete our initial business combination, and results of operations.
\nWe are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with\ncertain 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\nto 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\neffect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
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\n\n\n If we are unable to consummate our initial business combination within 15 months of the\nclosing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) , our public shareholders may be forced to wait beyond such time period before redemption from our trust account.\n
If we are unable to consummate our initial business\ncombination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) , we will distribute the aggregate amount then on deposit in the trust\naccount, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of\nwinding up of our affairs, as further described herein. Any redemption of public shareholders from the trust account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any\nvoluntary winding up. If we are required to windup, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply\nwith the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond such time period before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata\nportion 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\nof our amended and restated memorandum and articles of association and then only in cases where investors have properly sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be\nentitled to distributions if we are unable to complete our initial business combination and do not amend certain provisions of our amended and restated memorandum and articles of association prior thereto. Our amended and restated memorandum and\narticles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as\nreasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
\nOur shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon\nredemption of their shares.
If we are forced into an\ninsolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it were to be proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due\nin 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\nmay have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us\nfor 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\nbusiness would be guilty of an offence and may be liable for a fine and imprisonment for five years in the Cayman Islands.
\nWe may not hold an annual general meeting until after completion of our initial business combination. Our public shareholders will not\nhave the right to appoint directors prior to consummation of our initial business combination.
\nIn accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until no later than one year\nafter our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public\nshareholders may not be afforded the opportunity to discuss company affairs with management. As holders of our Class A ordinary shares, our public shareholders also will not have the right to vote on the appointment of directors prior to\ncompletion of our initial business combination. In addition, holders of a majority of our founder shares may remove a member of the board of directors for any reason.
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\n\n\n Because we are not limited to a particular industry or any specific target businesses with\nwhich to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
\nWe may pursue acquisition opportunities in any one of numerous industries, except that we will not, under our amended and restated memorandum\nand articles of association, be permitted to effectuate our business combination with another blank check company or similar company with nominal operations. Because we have not yet identified or approached any specific target business with respect\nto a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our\nbusiness 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\nmay be affected by the risks inherent in the business and operations of a financially unstable or an early-stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot\nassure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to\ncontrol or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity\nwere available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a\nremedy 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\nprivate claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained an actionable material misstatement or material omission.
\n
We may seek acquisition opportunities with an early stage\ncompany, a financially unstable business or an entity lacking an established record of revenue or earnings.
\nTo the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an\nestablished record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical\nfinancial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may\nnot be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or\nreduce the chances that those risks will adversely impact a target business.
\nThe prior investment track records of our management team, our sponsor and their affiliates may not be available on publicly available\nsources or may be subject to confidentiality agreements.
\nAs the prior investment track records of our management team, our sponsor and their affiliates, including the investments and transactions in\nwhich they have participated in and businesses with which they have been associated with, are primarily private transactions, information regarding their involvement with such transactions may not be publicly available or is subject to\nconfidentiality terms. This may limit the availability of information to our investors and potential target businesses pertaining to our team’s past track record which in turn may adversely affect our marketing efforts and ability to generate\nattractive business combination opportunities for our company.
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\n\n\n We may seek acquisition opportunities in industries or sectors which may or may not be\noutside of our management’s area of expertise.
We\nwill consider a business combination outside of our management’s area of expertise if a business combination target is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although\nour management will endeavor to evaluate the risks inherent in any particular business combination target, 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\nnot ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a business combination target. In the event we elect to pursue an acquisition outside of the areas of our\nmanagement’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas of our management’s expertise would not be relevant\nto an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following\nour 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
\nAlthough we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we\nmay enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent\nwith our general criteria and guidelines.
Although we\nhave identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we\ncomplete our initial business combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and\nguidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for\nus to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange listing\nrequirement, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and\nguidelines. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.30 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will\nexpire worthless.
We are not required to obtain an\nopinion from an independent investment banking firm or from a valuation or appraisal 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 company from a financial\npoint of view.
Unless we complete our initial business\ncombination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm, or from a valuation or appraisal firm, that the price we are paying is fair to our company from a financial point of view.\nIf 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\nour tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.
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\n\n\n We may engage an underwriter or one of its affiliates to provide additional services to us\nafter this offering, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Each of the underwriters is entitled to receive deferred\ncommissions that will released from the trust only on a completion of an initial business combination. These financial incentives may cause an underwriter to have potential conflicts of interest in rendering any such additional services to us after\nthis offering, including, for example, in connection with the sourcing and consummation of an initial business combination.
\nWe may engage an underwriter or one of its affiliates to provide additional services to us after this offering, including, for example,\nidentifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We may pay an underwriter or its affiliates fair and reasonable fees or other compensation that\nwould be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with an underwriter or its affiliates and no fees or other compensation for such services will be paid to an underwriter or its\naffiliates prior to the date that is 60 days from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriter’s compensation in connection with this offering. Each of the underwriters is also entitled\nto receive deferred commissions that are conditioned on the completion of an initial business combination. The fact that an underwriter or its affiliates’ financial interests are tied to the consummation of a business combination transaction\nmay give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination.
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We may engage our sponsor or an affiliate of our sponsor as an\nadvisor or otherwise with respect to our business combinations and certain other transactions. Any salary or fee in connection with such engagement may be conditioned upon the completion of such transactions. This financial interest in the\ncompletion of such transactions may influence the advice such entity provides.
\nWe may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and\ncertain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions. Pursuant to any such engagement, such person or entity may earn its salary or fee upon closing of\nthe initial business combination. The payment of such salary or fee would likely be conditioned upon the completion of the initial business combination. Therefore, such persons or entities may have additional financial interests in the completion of\nthe initial business combination. These financial interests may influence the advice such entity provides us, which advice would contribute to our decision on whether to pursue a business combination with any particular target.
\n
We may issue additional Class A ordinary shares or\npreference 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\ngreater 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\narticles of association. Any such issuances would substantially dilute the interest of our shareholders and likely present other risks.
\nOur amended and restated memorandum and articles of association will authorize the issuance of up to 479,000,000 Class A ordinary shares,\npar value $0.0001 per share, and 20,000,000 Class B ordinary shares, par value $0.0001 per share. Immediately after this offering and the private placement, there will be 456,500,000 and 14,375,000 (assuming in each case that the underwriters have\nnot exercised their over-allotment option and the forfeiture of 843,750 Class B ordinary shares) authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which amount does not\ntake into account shares reserved for issuance upon conversion of the Class B ordinary shares. Class B ordinary shares are convertible into Class A ordinary shares, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association. Immediately after this offering, there will be no preference shares\nissued and outstanding.
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\n\n\n We may issue a substantial number of additional ordinary shares, and may issue preference shares,\nin order to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a\nratio 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\nmemorandum and articles of association. However, our amended and restated memorandum and articles of association will provide, among other things, that prior to our initial business combination, we may not issue additional ordinary shares that would\nentitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. The issuance of additional ordinary shares or preference shares:
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\n\n\n| | \n• | \n | \nmay significantly dilute the equity interest of investors in this offering; |
\n\n\n| | \n• | \n | \nmay subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares; |
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\n\n\n| | \n• | \n | \ncould cause a change in control if a substantial number of 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\nresignation or removal of our present officers and directors; and |
\n\n\n| | \n• | \n | \nmay adversely affect prevailing market prices for our ordinary shares. |
\nUnlike certain other blank check companies, our initial shareholders will receive additional Class A ordinary shares if we issue\nshares to consummate an initial business combination.
The\nfounder shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial business combination on a\none-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities convertible or\nexercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which founder shares will convert into\nClass A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary\nshares will equal, in the aggregate, on an as-converted basis, 20% of the sum of our ordinary shares issued and outstanding upon the completion of this offering plus the number of Class A ordinary shares\nand equity-linked securities issued or deemed issued in connection with our initial business combination (net of redemptions), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in our\ninitial business combination and any private placement warrants issued to our sponsor, an affiliate of our sponsor or any of our officers or directors. This is different than certain other blank check companies in which the initial shareholder will\nonly be issued an aggregate of 20% of the total number of shares to be outstanding prior to our initial business combination.
\nResources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts\nto locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.30 per share, or less than such amount in certain circumstances, on the\nliquidation of our trust account and our warrants will expire worthless.
\nWe anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,\ndisclosure 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\nup to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including\nthose 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 are unable to complete our\n
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\n\n\n \ninitial business combination, our public shareholders may receive only approximately $10.30 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants\nwill expire worthless.
We may engage in a business\ncombination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers or directors which may raise potential conflicts of interest.
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In light of the involvement of our sponsor, officers and directors with\nother entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers and directors. Our officers and directors also serve as officers and board members for other entities, including, without limitation, those\ndescribed under “Management — Conflicts of Interest.” Such entities may compete with us for business combination opportunities. Our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies\nsimilar 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\ndirectors 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 preliminary discussions concerning a business combination\nwith any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a\nbusiness combination as set forth in “Proposed Business — Effecting Our Initial Business Combination — Selection of a target business and structuring of our initial business combination” and such transaction was approved by a\nmajority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm, regarding the fairness to our company from a financial\npoint of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the business combination\nmay not be as advantageous to our public shareholders as they would be absent any conflicts of interest.
\nSince our initial shareholders will lose their entire investment in us if our initial business combination is not completed (other than\nwith respect to any public shares they may acquire), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
\n
In March 2021, our sponsor subscribed for an aggregate of 7,187,500\nfounder shares for an aggregate purchase price of $25,000, or approximately $0.0035 per share. In March 2022, our sponsor surrendered, for no consideration, 718,750 founder shares, resulting in our sponsor holding 6,468,750 founder shares for an\naggregate purchase price of $25,000 or approximately $0.0348 per share. Our initial shareholders will collectively own 20% of our issued and outstanding shares after this offering (assuming our initial shareholders do not purchase any units in this\noffering). If we increase or decrease the size of this offering, we will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, immediately prior to the consummation of this offering in such amount\nas to maintain the ownership of our initial shareholders prior to this offering at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. The founder shares will be worthless if we do not complete an initial\nbusiness combination. In addition, our sponsor has committed to purchase an aggregate of 14,400,000 (or 16,087,500 if the underwriters’ over-allotment option is exercised in full) private placement warrants, each exercisable to purchase one\nClass A ordinary share, for a purchase price of $14,400,000 in the aggregate (or $16,087,500 in the aggregate if the underwriters’ over-allotment option is exercised in full), or $1.00 per warrant, that will also be worthless if we do not\ncomplete a business combination. Each private placement warrant may be exercised for one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein.
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The founder shares are identical to the ordinary shares included in the\nunits being sold in this offering except that: (1) prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a\nmember of the board of directors for any reason; (2) the founder shares are subject to certain transfer restrictions; (3) our initial
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\n\n\n \nshareholders have entered into a letter agreement with us, pursuant to which they have agreed to waive: (x) their redemption rights with respect to their founder shares and any public shares\nheld by them in connection with the completion of our initial business combination (and not seek to sell its shares to us in any tender offer we undertake in connection with our initial business combination); (y) their redemption rights with respect\nto their founder shares and any public shares held by them in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation\nto 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\n15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (z) their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business\ncombination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) (although they will be entitled to liquidating distributions from the trust\naccount with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame); (4) the founder shares will automatically convert into our Class A ordinary shares on the first\nbusiness day following the completion of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights and\n(5) the founder shares are entitled to registration rights. Our directors and officers have also entered into the letter agreement with respect to public shares acquired by them, if any.
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The personal and financial interests of our sponsor, officers and\ndirectors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may\nbecome more acute as the deadline following the closing of this offering nears, which is the deadline for the completion of our initial business combination.
\nWe may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely\naffect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
\nAlthough we have no commitments as of the date of this prospectus to issue any notes or other debt, or to otherwise incur debt following this\noffering, we may choose to incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any\nkind 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\nhave a variety of negative effects, including:
\n\n\n| | \n• | \n | \ndefault and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
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\n\n\n| | \n• | \n | \nacceleration 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\nwithout a waiver or renegotiation of that covenant; |
\n\n\n| | \n• | \n | \nour immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
\n\n\n| | \n• | \n | \nour inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
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\n\n\n| | \n• | \n | \nour inability to pay dividends on our Class A ordinary shares; |
\n\n\n| | \n• | \n | \nusing 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\nexpenditures, acquisitions and other general corporate purposes; |
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\n\n\n\n\n\n| | \n• | \n | \nlimitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
\n\n\n| | \n• | \n | \nincreased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
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\n\n\n| | \n• | \n | \nlimitations 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\ncompetitors who have less debt. |
We may be able\nto complete only one business combination with the proceeds of this 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.\nThis lack of diversification may negatively impact our operations and profitability.
\nThe net proceeds from this offering and the sale of the private placement warrants will provide us with $226,025,000 (or $259,606,250 if the\nunderwriters’ over-allotment option is exercised in full) that we may use to complete our initial business combination (after taking into account $7,875,000, or up to $9,056,250 if the underwriters’ over-allotment option is exercised in\nfull, of deferred underwriting commissions being held in the trust account).
\nWe may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short\nperiod of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and\nfile pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a\nsingle entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses,\nunlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:
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\n\n\n| | \n• | \n | \nsolely dependent upon the performance of a single business, property or asset; or |
\n\n\n| | \n• | \n | \ndependent upon the development or market acceptance of a single or limited number of products, processes or services. |
\nThis lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial\nadverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
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\n\n\n We may attempt to simultaneously complete business combinations with multiple prospective\ntargets, 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.
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If we determine to simultaneously acquire several businesses that are\nowned 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\nability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations\n(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\nrisks, it could negatively impact our profitability and results of operations.
\nWe may attempt to complete our initial business combination with a private company about which little information is available, which may\nresult in a business combination with a company that is not as profitable as we suspected, if at all.
\nIn pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little\npublic 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\nwith a company that is not as profitable as we suspected, if at all.
\nWe expect to need to comply with the rules of Nasdaq that require our initial business combination to occur with one or more target\nbusinesses having an aggregate fair market value equal to at least 80% of the value of the assets held in the trust account at the time of our signing a definitive agreement in connection with our initial business combination.
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The rules of Nasdaq require that our initial business combination\noccur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned\non the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. This restriction may limit the type and number of companies that we may complete a business combination with. If we are\nunable to locate a target business or businesses that satisfy this 80% of fair market value test, our public shareholders may receive only approximately $10.30 per share, or less in certain circumstances, on the liquidation of our trust account, and\nour warrants will expire worthless. If we are not then listed on Nasdaq for whatever reason, we would not be required to satisfy the foregoing 80% of fair market value test and could complete a business combination with a target business having a\nfair market value substantially below 80% of the balance in the trust account.
\nWe do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to\ncomplete a business combination with which a substantial majority of our shareholders do not agree.
\nOur amended and restated memorandum and articles of association will not provide a specified maximum redemption threshold, except that in no\nevent will we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion of our initial business combination (such that we do not\nthen become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete\nour 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\n
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\n\n\n \nconduct 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,\nofficers, 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\ncash 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\nredemption will be returned to the holders thereof, and we instead may search for an alternate business combination.
\nIn order to effectuate an initial business combination, blank check companies have, in the past, amended various provisions of their\ncharters and modified governing instruments. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our\ninitial business combination that some of our shareholders may not support.
\nIn order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their\ncharters and modified governing instruments. For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination. Amending our\namended and restated certificate of incorporation will require at least a special resolution of our shareholders as a matter of Cayman Islands law. A resolution is deemed to be a special resolution as a matter of Cayman Islands law where it has been\napproved by either (1) at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s shareholders at a general meeting for which notice specifying\nthe intention to propose the resolution as a special resolution has been given or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders. Our amended and\nrestated memorandum and articles of association will provide that special resolutions must be approved either by at least two-thirds of our shareholders who attend and vote at a general meeting (i.e., the\nlowest threshold permissible under Cayman Islands law) (other than amendments relating to the appointment or removal of directors prior to our initial business combination, which require the approval of at least 90% of our Class B ordinary\nshares), or by a unanimous written resolution of all of our shareholders. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments or extend the time to consummate\nan initial business combination in order to effectuate our initial business combination.
\nThe provisions of our amended and restated memorandum and articles of association that relate to our\npre- business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our\namended and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial business combination that some of our shareholders may not support.
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Some other blank check companies have a provision in their charter\nwhich prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination activity, without approval by holders of a certain percentage of the\ncompany’s shares. In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the company’s public shares. Our amended and restated memorandum and articles of association will\nprovide that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the\ntrust account and not release such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and\ncorresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares (other than amendments relating to the appointment or removal of directors\nprior to our initial business
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\n\n\n \ncombination, which require the approval of at least 90% of our Class B ordinary shares). Our initial shareholders, who will collectively beneficially own 20% of our ordinary shares upon the\nclosing of this offering (assuming our initial shareholders do not purchase any units in this offering), may participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the\ndiscretion 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\nbehavior more easily than some other blank check companies, and this may increase our ability to complete our initial business combination with which you do not agree. However, our amended and restated memorandum and articles of association\nprohibits any amendment of its provisions (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\nor to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this\nprospectus) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide public shareholders with the opportunity to\nredeem their public shares. Furthermore, our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose such an amendment unless we provide our public shareholders with the opportunity to redeem\ntheir public shares. In certain circumstances, our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.
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Our sponsor, executive officers, directors and director nominees have\nagreed, 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\nour 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 15 months from the\nclosing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary\nshares 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\nincome taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our\nsponsor, executive officers, directors or director nominees for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.
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We may be unable to obtain additional financing to complete our\ninitial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.
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Although we believe that the net proceeds of this offering and the sale\nof the private placement warrants will be sufficient to allow us to complete our initial business combination, because we have not yet selected any target business we cannot ascertain the capital requirements for any particular transaction. If the\nnet proceeds of this offering and the sale of the private placement warrants prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the\nobligation 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\nbusiness combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing\nproves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that
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\n\n\n \nparticular business combination and seek an alternative target business candidate. In addition, even if we do not need additional financing to complete our initial business combination, we may\nrequire such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers,\ndirectors or shareholders is required to provide any financing to us in connection with or after our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately\n$10.30 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.
\nOur initial shareholders will control the election of our board of directors until completion of our initial business combination and\nwill hold a substantial interest in us. As a result, they will elect all of our directors prior to our initial business combination and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not\nsupport.
Upon the closing of this offering, our initial\nshareholders will own 20% of our issued and outstanding ordinary shares (assuming they do not purchase any units in this offering). In addition, prior to our initial business combination, only the founder shares, all of which are held by our initial\nshareholders, will have the right to vote on the appointment of directors, and holders of a majority of our founder shares may remove a member of the board of directors for any reason.
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Neither our initial shareholders nor, to our knowledge, any of our\nofficers or directors, have any current intention to purchase additional securities, other than as disclosed in this prospectus. Factors that would be considered in making such additional purchases would include consideration of the current trading\nprice of our Class A ordinary shares. In addition, as a result of their substantial ownership in our company, our initial shareholders may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that\nyou do not support, including amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions. If our initial shareholders purchase any Class A ordinary shares in this offering or in\nthe aftermarket or in privately negotiated transactions, this would increase their influence over these actions. Accordingly, our initial shareholders will exert significant influence over actions requiring a shareholder vote at least until the\ncompletion of our initial business combination.
Because we\nmust furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
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The federal proxy rules require that a proxy statement with respect to\na vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our\ntender 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\nof America, or U.S. 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\naccordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to\nprovide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
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\n\n\n Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to\neffectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
\nSection 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual\nReport on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company,\nwill 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\nSarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes- Oxley Act\nregarding 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.
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In the course of preparing and auditing our financial statements\nincluded in this registration statement, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies,\nin internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified\nrelates to an ineffective review control to prevent or detect a material misstatement, which resulted in a material adjustment to accrued expenses. We are in the process of implementing measures to address the material weakness, including initiating\na full review and evaluation of key processes documentation. However, these measures may not fully remediate the material weakness in a timely manner.
\nWe may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which\ncould delay or prevent us from achieving our desired results.
\nWe may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational\nimprovements. 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.
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To the extent we complete our initial business combination with a large\ncomplex 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\nmanagement team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we\nare 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\ncontrol and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization.\n
Risks Relating to the Post-Business Combination Company
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Subsequent to our completion of our initial business combination, we\nmay be required to subsequently take write- downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which\ncould cause you to lose some or all of your investment.
Even\nif we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business that it\n
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\n\n\n \nwould be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a\nresult 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\nrisks, 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\nimmediate 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\nwhich we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any shareholder or warrant holder who\nchooses to remain a shareholder or warrant holder following our initial business combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.\n
Our management may not be able to maintain control of a\ntarget business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.\n
We may structure our initial business combination so that\nthe post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will complete such business combination only if the post-transaction company owns or\nacquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment\nCompany Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may\ncollectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a\nsubstantial number of new Class A ordinary shares in exchange for all of the issued and outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target.
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However, as a result of the issuance of a substantial number of new\nClass 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\nmay subsequently combine their holdings resulting in a single person or group obtaining a larger portion of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to\nmaintain our control of the target business.
We may have limited\nability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.\n
When evaluating the desirability of effecting our initial business\ncombination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management,\ntherefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the\noperations and profitability of the post-combination business may be negatively impacted. Accordingly, shareholders or warrant holders who choose to remain shareholders or warrant holders following our initial business combination could suffer a\nreduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value.
\nThe officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The departure of a\nbusiness combination target’s key personnel could negatively impact the
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\n\n\n \noperations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be\nascertained 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\nof the management of an acquisition candidate will not wish to remain in place.
\nRisks Relating to India
\nBusiness combinations with companies with operations in India entail special considerations and risks. If we complete a business combination\nwith a target business with operations in India, we will be subject to, and possibly adversely affected by, the risks set forth below. However, our efforts in identifying prospective target businesses will not be limited to a particular industry or\ngeographic location. Accordingly, if we acquire a target business in another geographic location, these risks will likely not affect us and we will be subject to other risks attendant with the specific industry or location of the target business\nwhich we acquire, none of which can be presently ascertained.
\nA significant change in the Indian government’s economic liberalization and deregulation policies may make it more difficult to consummate\na business combination or cause potential target businesses or their goods and services to become less attractive.
\nSince mid-1991, the Indian government has committed itself to implementing an economic structural\nreform program with the objective of liberalizing India’s exchange and trade policies, reducing the fiscal deficit, controlling inflation, promoting a sound monetary policy, reforming the financial sector, and placing greater reliance on market\nmechanisms to direct economic activity. A significant component of the program is the promotion of foreign investment in key areas of the economy and the further development of, and the relaxation of restrictions in, the private sector. While the\ngovernment’s policies have resulted in improved economic performance, there can be no assurance that the economic recovery will be sustained. Moreover, there can be no assurance that these economic reforms will persist, and that any newly\nelected government will continue the program of economic liberalization of previous governments. Any change may adversely affect Indian laws and policies with respect to foreign investment and currency exchange, making it more difficult for us to\nconsummate a business combination. Such changes in economic policies could negatively affect the general business and economic conditions in India, which could in turn cause potential target businesses or their goods and services to become less\nattractive. Any of the above factors may create additional political uncertainty, which could harm the Indian economy and, consequently, our business and the price of our ordinary shares.
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Corporate governance standards in India may not be as strict\nor developed as in the United States and such weakness may hide issues and operational practices that are detrimental to a target business.
\nGeneral corporate governance standards in India are weaker than those in the United States. This could result in unfavorable related party\ntransactions, over-leveraging, improper accounting, family company interconnectivity and poor management. Local laws often do not go far enough to prevent improper business practices. Therefore, shareholders may not be treated impartially and\nequally as a result of poor management practices, asset shifting, conglomerate structures that result in preferential treatment to some parts of the overall company, and cronyism. The lack of transparency and ambiguity in the regulatory process also\nmay result in inadequate credit evaluation and weakness that may precipitate or encourage financial crisis. In our evaluation of a business combination, we will have to evaluate the corporate governance of a target and the business environment, and\nin accordance with United States laws for reporting companies take steps to implement practices that will cause compliance with all applicable rules and accounting practices. Notwithstanding these intended efforts, there may be endemic\npractices and local laws that could add risk to an investment we ultimately make and that result in an adverse effect on our operations and financial results.
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\n\n\n The economy in India may experience substantial inflationary pressures which may prompt\nthe government to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability following our initial business combination.
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While the economy in India has experienced rapid growth over the last\ntwo decades, it has also experienced inflationary pressures. As the government takes steps to address inflationary pressures, there may be significant changes in the availability of bank credits, interest rates, limitations on loans, restrictions on\ncurrency conversions and foreign investment. There also may be imposition of price controls. If prices for the products of our ultimate target business rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may\nhave an adverse effect on our profitability. If these or other similar restrictions are imposed by the government to influence the economy, it may lead to a slowing of economic growth. Because we are not limited to any specific industry, the\nultimate industry that we operate in may be affected more severely by such a slowing of economic growth.
\nRisks Relating to Acquiring and Operating a Business in Foreign Countries
\nOur management team will likely pursue a company with operations or opportunities outside of the United States for our initial\nbusiness combination, and accordingly we may face additional burdens in connection with investigating, agreeing to and completing such combination, and after such initial business combination, we would be subject to a variety of additional risks\nthat may negatively impact our operations.
Our management\nteam will likely pursue a company with operations or opportunities outside of the United States for our initial business combination, which would subject us to risks associated with cross-border business combinations, including in connection with\ninvestigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign market, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on\nfluctuations in foreign exchange rates. Many of the resources relevant to our investment thesis are located in markets outside the United States, which entail considerable risks.
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If we effect our initial business combination with such a company or\nbusiness or otherwise operate outside the United States, particularly in emerging markets, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:\n
\n\n\n| | \n• | \n | \ncosts and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets; |
\n
\n\n\n| | \n• | \n | \nrules and regulations regarding currency redemption; |
\n\n\n| | \n• | \n | \ncomplex corporate withholding taxes on individuals; |
\n\n\n| | \n• | \n | \nlaws governing the manner in which future business combinations may be effected; |
\n\n\n| | \n• | \n | \ntariffs and trade barriers; |
\n\n\n| | \n• | \n | \nregulations related to customs and import/export matters; |
\n\n\n| | \n• | \n | \nlonger payment cycles; |
\n\n\n| | \n• | \n | \ntax consequences, such as tax law changes, including termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the\nUnited States; |
\n\n\n| | \n• | \n | \ncurrency fluctuations and exchange controls; |
\n\n\n| | \n• | \n | \nrates of inflation; |
\n\n\n| | \n• | \n | \nchallenges in collecting accounts receivable; |
\n\n\n| | \n• | \n | \ncultural and language differences; |
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\n\n\n\n\n\n| | \n• | \n | \nemployment regulations; |
\n\n\n| | \n• | \n | \ncrime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars; |
\n\n\n| | \n• | \n | \ndeterioration of political relations with the United States; |
\n\n\n| | \n• | \n | \nobligatory military service by personnel; and |
\n\n\n| | \n• | \n | \ngovernment appropriation of assets. |
\nWe may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such combination or,\nif we complete such combination, our operations might suffer, either of which may adversely impact our results of operations and financial condition.
\nExchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be\ndiminished.
In the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value\nof the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting\ncurrency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar\nprior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.
\n
Risks Relating to Our Management Team
\n
We are dependent upon our officers and directors and their\ndeparture could adversely affect our ability to operate.
\nOur operations are dependent upon a relatively small group of individuals. We believe that our success depends on the continued service of our\nofficers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of\ninterest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, certain of our officers and directors have time and attention requirements\nfor investment funds of which affiliates of our sponsor are the investment managers. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The\nunexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.
\nOur ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the\nefforts 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.
\n
Our ability to successfully effect our initial business combination is\ndependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory\npositions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business\ncombination, 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\nand resources helping them become familiar with such requirements.
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\n\n\n\n
\n\n\n In addition, the officers and directors of an acquisition candidate may resign upon completion of\nour initial business combination. The departure of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key\npersonnel 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\ncandidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of\nour post-combination business.
Our key personnel may\nnegotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may\ncause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
\nOur key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to\nnegotiate 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\ncompensation in the form of cash payments and/or our securities for services they would render to us after the completion of our initial business combination. The personal and financial interests of such individuals may influence their motivation in\nidentifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.
\nHowever, we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the\ndetermining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business\ncombination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial\nbusiness combination. In addition, pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three\nindividuals for appointment 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 prospectus entitled “Description of\nSecurities — Registration and Shareholder Rights.”
\nOur officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as\nto 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.
\nOur 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\nin allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers\nis engaged in several other business endeavors for which he or she may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors may also\nserve as officers and board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit\ntheir ability to devote time to our affairs, which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our officers’ and directors’ other business affairs, see\n“Management — Directors and Executive Officers.”
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\n\n\n Certain of our officers and directors are now, and all of them may in the future become,\naffiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.\n
Following the completion of this offering and until we\nconsummate 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\nor contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law.\nAccordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another\nentity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.
\nIn addition, our founders and our directors and officers or any of their respective affiliates may in the future become affiliated with other\nblank 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\nresolved in our favor and a potential target business may be presented to such other blank check companies prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our amended and\nrestated memorandum and articles of association will provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by\ncontract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any\npotential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
\nFor a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that you\nshould be aware of, see “Management — Directors and Executive Officers,” “Management — Conflicts of Interest” and “Certain Relationships and Related Party Transactions.”
\n
Our officers, directors, security holders and their respective\naffiliates may have competitive pecuniary interests that conflict with our interests.
\nWe have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect\npecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with\nour sponsor, our directors or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such\npersons or entities may have a conflict between their interests and ours.
\nIn particular, affiliates of our sponsor have invested in industries as diverse as energy, financial services, agriculture and health. As a\nresult, there may be substantial overlap between companies that would be a suitable business combination for us and companies that would make an attractive target for such other affiliates.
\n
We may not have sufficient funds to satisfy indemnification\nclaims of our directors and executive officers.
We have\nagreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek\nrecourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any
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\n\n\n \nindemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our\nobligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of\nderivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the\ncosts of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
\nCertain agreements related to this offering may be amended without shareholder approval.
\n
Each of the agreements related to this offering to which we are a\nparty, other than the warrant agreement and the investment management trust agreement, may be amended without shareholder approval. These agreements contain various provisions that our public shareholders might deem to be material. For example, our\nletter agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares, private placement warrants, any warrants that may be issued upon conversion of working\ncapital loans and extension loans and any other securities held by our initial shareholders, officers and directors.
\nAmendments to such agreements would require the consent of the applicable parties thereto and would need to be approved by our board of\ndirectors, which may do so for a variety of reasons, including to facilitate our initial business combination. While we do not expect our board of directors to approve any amendment to any of these agreements prior to our initial business\ncombination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement. Any material amendment entered into in connection\nwith the completion of our initial business combination will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to such initial business combination, and any other material amendment to any of our material\nagreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our shareholders, may result in the completion of our initial business combination that may not otherwise have been possible, and may have an\nadverse effect on the value of an investment in our securities. For example, amendments to the lock-up provision discussed above may result in our initial shareholders selling their securities earlier than\nthey would otherwise be permitted, which may have an adverse effect on the price of our securities.
\nRisks Relating to Our Securities
\nYou will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your\ninvestment, you may be forced to sell your public shares or warrants, potentially at a loss.
\nOur public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) the completion of\nour initial business combination, and then only in connection with those ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (2) the redemption of any public shares properly submitted\nin 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\ntheir 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 15 months from the closing of this offering (or up to 21 months, if we\nextend the time to complete a business combination as described in this prospectus) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination\nactivity and (3) the redemption of our public shares if we are unable to complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination\nas described in this prospectus), 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\nsentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business
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\n\n\n \ncombination or liquidation if we have not consummated an initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a\nbusiness combination as described in this prospectus), 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 in the trust account. Holders of warrants will\nnot 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.
\n
Nasdaq may delist our securities from trading on its exchange,\nwhich could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
\nWe anticipate that our ordinary shares and warrants will be listed on Nasdaq on or promptly after their date of separation. Although after\ngiving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing requirements set forth in the rules of Nasdaq, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the\nfuture or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must\nmaintain market value of listed securities ($50 million), a minimum number of publicly held shares (1.1 million), a minimum market value of publicly held securities ($15 million), a minimum number of holders of our securities (generally 400 public\nholders) and have at least four registered and active market makers. Additionally, in connection with our initial business combination, we expect to be required to demonstrate compliance with the initial listing requirements of Nasdaq or another\nnational securities exchange, which are generally more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. We cannot assure you that we will be able to meet those\ninitial listing requirements at that time.
If Nasdaq delists any\nof our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an\nover-the- counter market. If this were to occur, we could face significant material adverse consequences, including:
\n
\n\n\n| | \n• | \n | \na limited availability of market quotations for our securities; |
\n\n\n| | \n• | \n | \nreduced liquidity for our securities; |
\n\n\n| | \n• | \n | \na 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\nreduced level of trading activity in the secondary trading market for our securities; |
\n\n\n| | \n• | \n | \na limited amount of news and analyst coverage for our company; and |
\n\n\n| | \n• | \n | \na decreased ability to issue additional securities or obtain additional financing in the future. |
\nThe National Securities Markets Improvement Act of 1996, which is a U.S. federal statute, prevents or preempts the states from regulating the\nsale of certain securities, which are referred to as “covered securities.” Because we expect our units and eventually our Class A ordinary shares and warrants will be listed on Nasdaq, our units, Class A ordinary shares and\nwarrants will qualify as covered securities under such 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,\nand, 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\nissued 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\ncompanies in their states. Further, if we were no longer listed on the Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.
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\n\n\n Our sponsor paid an aggregate of $25,000, or $0.0348 per founder share, and,\naccordingly, you will experience immediate and substantial dilution upon the purchase of our Class A ordinary shares.
\nThe difference between the public offering price per share (allocating all of the unit purchase price to the Class A ordinary shares and\nnone to the warrant included in the unit) and the pro forma net tangible book value per Class A ordinary share after this offering constitutes the dilution to you and the other investors in this offering. Our sponsor acquired the founder shares\nat a nominal price, significantly contributing to this dilution. Upon the closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and the other public shareholders will incur an immediate and\nsubstantial dilution of approximately 136.1% (or $13.61 per share), assuming no exercise of the underwriters’ over-allotment option, the difference between the pro forma net tangible book value per share of $(3.61) and the initial offering\nprice of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked\nsecurities issued in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares.
\nThe nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your\npublic shares upon the consummation of our initial business combination.
\nWe are offering our units at an offering price of $10.00 per unit and the amount in our trust account is initially anticipated to be $10.30 per\npublic share, implying an initial value of $10.30 per public share. However, prior to this offering, our sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.0348 per share. As a result, the value of\nyour public shares may be significantly diluted upon the consummation of our initial business combination, when the founder shares are converted into public shares. For example, the following table shows the dilutive effect of the founder shares on\nthe implied value of the public shares upon the consummation of our initial business combination assuming that our equity value at that time is $225,000,000, which is the amount we would have for our initial business combination in the trust account\nassuming the underwriters’ over-allotment option is not exercised, no interest is earned on the funds held in the trust account, and no public shares are redeemed in connection with our initial business combination, and without taking into\naccount any other potential impacts on our valuation at such time, such as the trading price of our public shares, the business combination transaction costs (including payment of $7,875,000 of deferred underwriting commissions), any equity issued\nor cash paid to the target’s sellers or other third parties, or the target’s business itself, including its assets, liabilities, management and prospects, as well as the value of our public and private warrants. At such valuation, each of\nour ordinary shares would have an implied value of $8.20 per share upon consummation of our initial business combination, which is a 20% decrease as compared to the initial implied value per public share of $10.30.
\n
\n\n\n\n\n\n | \n\n | \n | \n | \n |
\n\n\n\n| Public shares | \n | \n | \n22,500,000 | \n |
\n\n| Founder shares | \n | \n | \n5,625,000 | \n |
\n\n | \n | \n | \n | \n |
\n\n| Total shares | \n | \n | \n28,125,000 | \n |
\n\n| Total funds in trust available for initial business combination | \n | \n$ | \n231,750,000 | \n |
\n\n| Initial implied value per public share | \n | \n$ | \n10.30 | \n |
\n\n| Implied value per share upon consummation of initial business combination | \n | \n$ | \n8.20 | \n |
\n
The value of the founder\nshares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share.\n
Upon the closing of this offering, our sponsor will\nhave invested in us an aggregate of $14,425,000, comprised of the $25,000 purchase price for the founder shares and the $14,400,000 purchase price for the private placement warrants. Assuming a trading price of $10.00 per share upon consummation of\nour initial
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\n\n\n \nbusiness combination, the 6,468,750 founder shares would have an aggregate implied value of $64,687,500. Even if the trading price of our ordinary shares were as low as $2.00 per share, and the\nprivate placement warrants are worthless, the value of the founder shares would be higher than the sponsor’s initial investment in us. As a result, our sponsor is likely to be able to make a substantial profit on its investment in us at a time\nwhen our public shares have lost significant value. Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case\nif our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares.
\nThe determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities and\nsize of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating\ncompany.
Prior to this offering there has been no public\nmarket for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the representatives. In determining the size of this offering, management held customary organizational meetings\nwith representatives of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in\ndetermining the size of this offering, prices and terms of the units, including the Class A ordinary shares and warrants underlying the units, include:
\n\n\n| | \n• | \n | \nthe history and prospects of companies whose principal business is the acquisition of other companies; |
\n\n\n| | \n• | \n | \nprior offerings of those companies; |
\n\n\n| | \n• | \n | \nour prospects for acquiring an operating business at attractive values; |
\n\n\n| | \n• | \n | \na review of debt to equity ratios in leveraged transactions; |
\n\n\n| | \n• | \n | \nour capital structure; |
\n\n\n| | \n• | \n | \nan assessment of our management and their experience in identifying operating companies; |
\n\n\n| | \n• | \n | \ngeneral conditions of the securities markets at the time of this offering; and |
\n\n\n| | \n• | \n | \nother factors as were deemed relevant. |
\nAlthough these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an\noperating company in a particular industry since we have no historical operations or financial results.
\nThere is currently no market for our securities and a market for our securities may not develop, which would adversely affect the\nliquidity and price of our securities.
There is currently\nno market for our securities. Shareholders therefore have no access to information about prior market history on which to base their investment decision. Following this offering, the price of our securities may vary significantly due to one or more\npotential business combinations and general market or economic conditions, including as a result of the COVID-19 outbreak. Furthermore, an active trading market for our securities may never develop or, if\ndeveloped, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.
\nProvisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price\ninvestors might be willing to pay in the future for our Class A ordinary shares and could entrench management.
\nOur amended and restated memorandum and articles of association will contain provisions that may discourage unsolicited takeover proposals that\nshareholders may consider to be in their best interests. These
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\n\n\n \nprovisions will include a staggered board of directors, the ability of the board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the\ncompletion of our initial business combination only holders of our Class B ordinary shares, which have been issued to our sponsor, are entitled to vote on the appointment of directors, which may make more difficult the removal of management and\nmay discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
\nWe may reincorporate or merge with an entity located in another jurisdiction in connection with our initial business combination and such\ntransaction may result in taxes imposed on shareholders.
\nWe may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act,\nreincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction or merge with another entity in another jurisdiction. The transaction may require a shareholder to recognize taxable income in the\njurisdiction in which the shareholder 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 to pay such taxes. Shareholders may be subject to\nwithholding taxes or other taxes with respect to their ownership of us after the reincorporation.
\nWe may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may\ngovern some or all of our future material agreements and we may not be able to enforce our legal rights.
\nIn connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another\njurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation\nand interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.
\n
We may amend the terms of the warrants in a manner that may be\nadverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants.
\nOur warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as\nwarrant 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, but requires the approval by the holders of at least 65%\nof the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants.
\nAccordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding\npublic warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to,\namong other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.
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Our warrant agreement will designate the courts of the State of\nNew 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\nwarrant holders to obtain a favorable judicial forum for disputes with our company.
\nOur warrant agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or\nrelating in any way to the warrant agreement, including under the Securities Act, will
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\n\n\n \nbe 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\njurisdiction, 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\nagreement 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\npurchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum\nprovisions 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,\nsuch 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\n“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.
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This\nchoice-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\ndiscourage 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\nassociated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of\ndirectors.
A provision of our warrant agreement may make it\nmore difficult for us to consummate an initial business combination.
\nUnlike most blank check companies, if (i) we issue additional Class A ordinary shares or equity-linked securities for capital raising\npurposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity\nproceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then\nthe exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Description of Securities —\nWarrants — Public Shareholders’ Warrants — Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market\nValue and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Description of Securities — Warrants — Public Shareholders’ Warrants — Redemption of warrants when the price per\nClass A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business\ncombination with a target business.
We may redeem your\nunexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
\nWe have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01\nper warrant; provided that the last reported sales price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances,\nsubdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the
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\n\n\n \nthird trading day prior to the date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are\nunable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to: (1) exercise your warrants and pay the exercise price therefor at a time\nwhen it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding\nwarrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.
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In addition, we may redeem your warrants at any time after they become\nexercisable and prior to their expiration at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption for a number of\nClass 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 — Redeemable Warrants — Public Shareholders’ Warrants\n— Redemption of warrants for Class A ordinary shares 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\nreceived 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\n0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants. None of the private placement warrants will be redeemable by us (except as set forth under “Description of Securities\n— Warrants — Public Shareholders’ Warrants — Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by our sponsor or its\npermitted transferees.
The exercise price for the public\nwarrants is higher than in many similar blank check company offerings in the past, and, accordingly, the warrants are more likely to expire worthless.
\nThe exercise price of the public warrants is higher than is typical in many similar blank check companies in the past. Historically, the\nexercise price of a warrant was generally a fraction of the purchase price of the units in the initial public offering. The exercise price for our public warrants is $11.50 per share, subject to adjustment as provided herein. As a result, the\nwarrants are more likely to expire worthless.
Our warrants\nare expected to be accounted for as a warrant liability and will be recorded at fair value upon issuance with any changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our securities or may\nmake it more difficult for us to consummate an initial business combination.
\nFollowing the consummation of this offering and the concurrent private placement of warrants, we will have 25,650,000 warrants outstanding\n(comprised of the 11,250,000 warrants included in the units and the 14,400,000 private placement warrants, assuming the underwriters’ option to purchase additional units is not exercised). We currently expect to account for these warrants as a\nwarrant liability, which means that we will record them at fair value upon issuance with any changes in fair value each period reported in earnings. The valuation model we will use to determine the fair value of the liability represented by the\nwarrants will utilize inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which such warrants can be settled. The impact of changes in fair value on earnings may have an\nadverse effect on the market price of our securities. In addition, potential targets may seek a business combination partner that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to\nconsummate an initial business combination with a target business.
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\n\n\n Our warrants and founder shares may have an adverse effect on the market price of our\nClass A ordinary shares and make it more difficult to effectuate our initial business combination.
\nOur initial shareholders currently hold an aggregate of 6,468,750 founder shares acquired in a private placement, and may purchase 14,400,000\nprivate placement warrants (or up 16,087,500 to private placement warrants if the over-allotment option is exercised in full) in a private placement. The founder shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association. In addition, if our sponsor makes any\nworking capital loans, up to $3,000,000 of such loans may be converted into warrants at a price of at a price of $1.00 per warrant. Furthermore, $2,250,000 or $2,587,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per\nshare in either case) may be loaned by the sponsor for each three-month extension (of which there may be no more than two such extensions) of the time that we have to consummate an initial business combination, which amount may be converted into\nwarrants at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. To the extent we issue Class A ordinary shares to effectuate a business transaction, the potential for\nthe issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of\nissued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business combination. Therefore, our warrants may make it more difficult to effectuate a business combination or increase the\ncost of acquiring the target business.
Because each\nunit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.
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Each unit contains one-half of\none warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. This is different from other offerings similar to ours whose units include one ordinary share and\none whole warrant to purchase one share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the\naggregate for a half of the number of shares compared to units that each contain a whole warrant to purchase one share, which we believe will make us a more attractive business combination partner for target businesses. Nevertheless, this unit\nstructure may cause our units to be worth less than if they included a warrant to purchase one whole share.
\nThe grant of registration rights to our initial shareholders and their permitted transferees may make it more difficult to complete our\ninitial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
\nThe holders of the founder shares, private placement warrants and any warrants that may be issued on conversion of working capital loans and\nextension loans (and any ordinary shares issuable upon the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans and extension loans and upon conversion of the founder shares) will be entitled to\nregistration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of this offering requiring us to register such securities for resale. We will bear the cost of registering these\nsecurities. 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\nregistration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash\nconsideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the Class A ordinary shares owned by our initial shareholders or their permitted transferees, our private placement\nwarrants or warrants issued in connection with working capital loans and extension loans are registered for resale.
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\n\n\n Our ability to require holders of our warrants to exercise such warrants on a cashless\nbasis 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\nupon their exercise of the warrants than they would have received had they been able to pay the exercise price of their warrants in cash.
\nIf we call the warrants for redemption, we will have the option, in our sole discretion, to require all holders that wish to exercise warrants\nto 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\nholder 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\nordinary shares have a fair market value of $18.00 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\nin cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the\nwarrants they hold.
The warrants may become exercisable and\nredeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.
\nIn certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable\nfor 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\nthis 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 15 business days of the closing of an initial\nbusiness combination.
The securities in which we invest\nthe proceeds held in the trust account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received\nby shareholders may be less than $10.30 per share.
\nThe net proceeds of this offering and certain proceeds from the sale of the private placement warrants held in the trust account may only be\ninvested in direct U.S. Treasury obligations having a maturity of 185 days or less, or in certain money market funds which invest only in direct U.S. Treasury obligations.
\n While short-term U.S. Treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates\nin 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\nUnited States. In the event of very low or negative yields, the amount of interest income (which we may withdraw to pay income taxes, if any) would be reduced. In the event that we are unable to complete our initial business combination, our public\nshareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income. If the balance of the trust account is reduced below $231,750,000 as a result of\nnegative interest rates, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.30 per share.
\nGeneral Risk Factors
\nWe are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to\nachieve our business objective.
We are a newly organized\nblank check company incorporated under the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through this offering. Because
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\n\n\n \nwe lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target\nbusinesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business\ncombination, we will never generate any operating revenues.
\nPast performance by our management team and their affiliates may not be indicative of future performance of an investment in the Company.\n
Information regarding performance by our management team\nand their affiliates is presented for informational purposes only. Past performance by our management team and their affiliates is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business\ncombination or (2) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management team and their affiliates as indicative of our future performance of an investment in the\ncompany or the returns the company will, or is likely to, generate going forward.
\nCyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial\nloss.
We depend on digital technologies, including\ninformation systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or\ninfrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security\nprotection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these\noccurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.
\nWe are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of\ncertain 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\npublic companies.
We are an “emerging growth\ncompany” 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\ncompanies 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\nand 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\naccess to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot\npredict 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\nmay 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.
\nFurther, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial\naccounting 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
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\n\n\n \nthe 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\ncomply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when\na 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\nmay 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\npotential differences in accounting standards used.
Additionally,\nwe 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\nthings, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year in which (1) the market value of our ordinary shares held by\nnon-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal\nyear or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such\nreduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
\nOur independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about\nour ability to continue as a “going concern.”
As\nof December 31, 2021, we had zero cash and cash equivalents and a working capital deficiency of approximately $473,237. Further, we expect to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this\nneed for capital through this offering are discussed in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our\ninitial business combination may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do not include any adjustments\nthat might result from our inability to consummate this offering or our inability to continue as a going concern.
\nAn investment in this offering may result in uncertain or adverse U.S. federal income tax consequences.
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An investment in this offering may result in uncertain U.S. federal\nincome tax consequences. For instance, because there are no authorities that directly address instruments similar to the units we are issuing in this offering, the allocation an investor makes with respect to the purchase price of a unit between the\nClass A ordinary shares and the one-half of a warrant to purchase one Class A ordinary share included in each unit could be challenged by the IRS or courts. Furthermore, the U.S. federal income tax\nconsequences of a cashless exercise of warrants included in the units we are issuing in this offering is unclear under current law. It is also unclear whether the redemption rights with respect to our ordinary shares suspend the running of a U.S.\nHolder’s (as defined below in “Taxation — United States Federal Income Tax Considerations — General”) holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of\nClass A ordinary shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividends” for U.S. federal income tax purposes. See the section titled “Taxation —\nUnited States Federal Income Tax Considerations” for a summary of the U.S. federal income tax considerations of an investment in our securities. Prospective investors are urged to consult their tax advisors with respect to these and other tax\nconsequences when purchasing, holding or disposing of our securities.
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\n\n\n We may be a passive foreign investment company, or “PFIC,” which could result in\nadverse U.S. federal income tax consequences to U.S. investors.
\nIf 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 in the section\nof this prospectus captioned “Income Tax Considerations — U.S. Federal Income Tax Considerations — U.S. holders”) of our ordinary shares or warrants, the U.S. holder may be subject to certain adverse U.S. federal income tax\nconsequences and 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 (see the section of this\nprospectus captioned “Income Tax Considerations — U.S. Federal Income Tax Considerations — U.S. holders — Passive Foreign Investment Company Rules”). 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. Additionally, even if we qualify for the start-up exception with respect to a given taxable year, there cannot be any assurance that we would not be a PFIC in other taxable years. Accordingly, there can be no assurances with respect to our status as a PFIC\nfor our current taxable year or any subsequent taxable year. Our PFIC status for any taxable year will not be determinable until after the end of such taxable year (and, in the case of the start-up exception, potentially not until after the two\ntaxable years following our current taxable year). If we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC\nannual information statement, in order to enable the U.S. holder to make and maintain a “qualified electing fund” election with respect to their ordinary shares, but there can be no assurance that we will timely provide such required\ninformation, and such election would likely be unavailable with respect to our warrants in all cases. We urge U.S. holders to consult their own tax advisors regarding the possible application of the PFIC rules to them as holders of our ordinary\nshares or warrants. For a more detailed explanation of the tax consequences of PFIC classification to U.S. holders, see the section of this prospectus captioned “Income Tax Considerations — U.S. Federal Income Tax Considerations —\nU.S. holders — Passive Foreign Investment Company Rules.”
\nChanges in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate\nand complete an initial business combination.
In recent\nmonths, the market for directors and officers liability insurance for special purpose acquisition companies has changed. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such\npolicies have generally increased and the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue.
\nThe increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for\nus to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense,\naccept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and\ndirectors.
In addition, even after we were to complete an initial\nbusiness combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and\nofficers, the post- business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for\nrun-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our\ninvestors.
Because we are incorporated under the laws of the\nCayman 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.
\nWe are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service\nof process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.
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\n\n\n Our corporate affairs and the rights of shareholders will be governed by our amended and restated\nmemorandum 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\nrights 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.\nThe 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\nin 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.\nIn particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman\nIslands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States. For a more detailed discussion of the principal differences between the provisions of the Companies Act applicable to us\nand, for example, the laws applicable to companies incorporated in the United States and their shareholders, see the section of this prospectus captioned “Description of Securities — Certain Differences in Corporate Law.”
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Shareholders of Cayman Islands exempted companies like the Company have\nno general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies. Our directors have discretion under our amended and restated memorandum and articles of association to\ndetermine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed\nto establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
\nWe have been advised by Ogier, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (1) to recognize or\nenforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (2) in original actions brought in the Cayman Islands, to impose\nliabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there\nis no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the\nmerits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in\nthe Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds\nof fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman\nIslands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
\nAs a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by\nmanagement, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.
\nSince only holders of our founder shares will have the right to vote on the appointment of directors, upon the listing of our shares on\nNasdaq, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.
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After completion of this offering, only holders of our founder shares\nwill have the right to vote on the appointment of directors. As a result, Nasdaq may consider us to be a “controlled company” within the meaning of the
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\n\n\n \nNasdaq corporate governance standards. Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is\na “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:
\n\n\n| | \n• | \n | \nwe have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq; |
\n\n\n| | \n• | \n | \nwe 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 |
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\n\n\n| | \n• | \n | \nwe 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.\n |
We do not intend to utilize these exemptions and\nintend to comply with the corporate governance requirements of Nasdaq, 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\nthe same protections afforded to shareholders of companies that are subject to all of Nasdaq corporate governance requirements.
\nAfter our initial business combination, it is likely that a majority of our directors and officers will live outside the United States\nand all or substantially all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.
\n
It is likely that after our initial business combination, a majority of\nour directors and officers will reside outside of the United States and all or substantially all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United\nStates 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\nUnited States laws.
If our management following our initial\nbusiness combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
\n
Following our initial business combination, any or all of our\nmanagement could resign from their positions as officers of the Company, and the management of the target business at the time of the business combination could remain in place. Management of the target business may not be familiar with U.S.\nsecurities laws. If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may\nadversely affect our operations.
After our initial business\ncombination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a\nsignificant extent, to the economic, political, social and government policies, developments and conditions in the country in which we operate.
\nThe economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect\nour business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower\nrate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate\nour initial business combination and if we effect our initial business combination, the ability of that target business to become profitable. See “— Risks Relating to India” below.
\n
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\n\n\n\n
\n\n\n We will be subject to changing law and regulations regarding regulatory matters, corporate\ngovernance and public disclosure that have increased both our costs and the risk of non-compliance.
\nWe will be subject to rules and regulations of various governing bodies, including, for example, the SEC, which are charged with the protection\nof investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations are likely to continue to result in\nincreased general and administrative expenses and a diversion of management time and attention from our search for a business combination target to compliance activities.
\nMoreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over\ntime as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and\ncomply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.
\n
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\n\n\n\n
\n\n\n CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
\n
Some statements contained in this prospectus are forward-looking in\nnature. 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\nprojections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,”\n“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,”\n“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 prospectus may include, for example,\nstatements about:
\n\n\n| | \n• | \n | \nour ability to select an appropriate target business or businesses; |
\n\n\n| | \n• | \n | \nour ability to complete our initial business combination; |
\n\n\n| | \n• | \n | \nour expectations around the performance of a prospective target business or businesses; |
\n\n\n| | \n• | \n | \nour success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
\n
\n\n\n| | \n• | \n | \nour 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; |
\n
\n\n\n| | \n• | \n | \nour potential ability to obtain additional financing to complete our initial business combination; |
\n\n\n| | \n• | \n | \nour pool of prospective target businesses; |
\n\n\n| | \n• | \n | \nour ability to consummate an initial business combination due to the uncertainty resulting from the ongoing COVID-19 pandemic; |
\n
\n\n\n| | \n• | \n | \nthe ability of our officers and directors to generate a number of potential business combination opportunities; |
\n\n\n| | \n• | \n | \nour public securities’ potential liquidity and trading; |
\n\n\n| | \n• | \n | \nthe lack of a market for our securities; |
\n\n\n| | \n• | \n | \nthe use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
\n\n\n| | \n• | \n | \nthe trust account not being subject to claims of third parties; |
\n\n\n| | \n• | \n | \nour ability to comply with exchange listing rules or any changes in laws or regulations; or |
\n\n\n| | \n• | \n | \nour financial performance following this offering. |
\nThe forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments\nand 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\ncontrol) 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\ndescribed under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these\nforward-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.
\n
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\n\n\n\n
\n\n\n USE OF PROCEEDS
\n
We are offering 22,500,000 units at an offering price of $10.00 per\nunit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the private placement warrants will be used as set forth in the following table.
\n
\n\n\n\n\n\n | \n\n | \n | \n | \n | \n\n | \n | \n | \n |
\n\n| | \n | \nWithout
Over-Allotment
Option | \n | \n | \nOver-Allotment
Option Fully
Exercised | \n |
\n\n\n\n| Gross proceeds | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Gross proceeds from units offered to\npublic(1) | \n | \n$ | \n225,000,000 | \n | \n | \n$ | \n258,750,000 | \n |
\n\n| Gross proceeds from private placement warrants offered in the private placement | \n | \n.$ | \n14,400,000 | \n | \n | \n | \n16,087,500 | \n |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Total gross proceeds | \n | \n$ | \n239,400,000 | \n | \n | \n$ | \n274,837,500 | \n |
\n\n| Offering expenses | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred\nportion)(2) | \n | \n$ | \n4,500,000 | \n | \n | \n$ | \n5,175,000 | \n |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Legal fees and expenses | \n | \n | \n373,750 | \n | \n | \n | \n373,750 | \n |
\n\n| Printing and engraving expenses | \n | \n | \n48,520 | \n | \n | \n | \n48,520 | \n |
\n\n| Accounting fees and expenses | \n | \n | \n148,000 | \n | \n | \n
| \n148,000
| \n
|
\n\n| Tax | \n | \n | \n159,600 | \n | \n | \n | \n159,600 | \n |
\n\n| SEC/FINRA expenses | \n | \n | \n119,788 | \n | \n | \n | \n119,788 | \n |
\n\n| Travel and road show expenses | \n | \n | \n10,000 | \n | \n | \n | \n10,000 | \n |
\n\n| Miscellaneous expenses(3) | \n | \n | \n140,342 | \n | \n | \n | \n140,342 | \n |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Total estimated offering expenses (other than underwriting commissions) | \n | \n$ | \n1,000,000 | \n | \n | \n$ | \n1,000,000 | \n |
\n\n| Proceeds after estimated offering expenses | \n | \n$ | \n233,900,000 | \n | \n | \n$ | \n268,662,500 | \n |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Held in trust account(2) | \n | \n$ | \n231,750,000 | \n | \n | \n$ | \n266,512,500 | \n |
\n\n| % of public offering size | \n | \n | \n103 | \n% | \n | \n | \n103 | \n% |
\n\n| Not held in trust account | \n | \n$ | \n2,150,000 | \n | \n | \n$ | \n2,150,000 | \n |
\n
The following table shows the\nuse of the approximately $2,150,000 of net proceeds not held in the trust account.(4)
\n\n\n\n\n\n | \n\n | \n | \n | \n | \n\n | \n | \n | \n |
\n\n| | \n | \nAmount | \n | \n | \n% of Total | \n |
\n\n\n\n| Director & Officers liability insurance\npremiums(5) | \n | \n$ | \n1,500,000 | \n | \n | \n | \n69.8 | \n% |
\n\n| Legal, accounting, due diligence, travel and other expenses in connection with any business\ncombination(6) | \n | \n | \n200,000 | \n | \n | \n | \n9.3 | \n% |
\n\n| Legal and accounting fees related to regulatory reporting obligations | \n | \n | \n150,000 | \n | \n | \n | \n7.0 | \n% |
\n\n| Nasdaq and other regulatory fees | \n | \n | \n100,000 | \n | \n | \n | \n4.7 | \n% |
\n\n| Consulting, travel and miscellaneous expenses incurred during search for initial business\ncombination target | \n | \n | \n50,000 | \n | \n | \n | \n2.3 | \n% |
\n\n| Working capital to cover miscellaneous expenses | \n | \n | \n150,000 | \n | \n | \n | \n7.0 | \n% |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Total | \n | \n$ | \n2,150,000 | \n | \n | \n | \n100 | \n% |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n |
\n
\n\n\n| (1) | \n | \nIncludes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination. |
\n\n\n| (2) | \n | \n The underwriters have agreed to defer underwriting commissions equal to 3.5% of the gross proceeds of this\noffering. Upon completion of our initial business combination, $7,875,000 (or up to $9,056,250) if the underwriters’ over-allotment option is exercised in full), which constitutes the underwriters’ deferred commissions, will be paid to the\nunderwriters from the funds held in the trust account, and the remaining funds, less amounts used to pay redeeming shareholders, will be released to us and can be used to pay all or\n |
\n
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\n\n\n\n
\n\n\n\n\n\n| | \n \na portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on\nindebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and\ncommissions. |
\n\n\n| (3) | \n | \nIncludes organizational and administrative expenses and may include amounts related to above-listed expenses in the event actual amounts exceed estimates. |
\n\n\n| (4) | \n | \nThese expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current\nestimates in connection with negotiating and structuring a business combination based upon the level of complexity of such business combination. In the event we identify an acquisition target in a specific industry subject to specific regulations,\nwe may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due\ndiligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of\nexpenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. Based on current interest rates, we would expect approximately $231,750 to be available to us from\ninterest earned on the funds held in the trust account over the 12 months following the closing of this offering; however, we can provide no assurances regarding this amount. This estimate assumes an interest rate of 0.1% per annum based upon\ncurrent yields of securities in which the trust account may be invested. In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our\nofficers and directors may, but are not obligated to, loan us funds as may be required. Any such loans 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\nto $3,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. The terms of such loans, if any, have\nnot been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds\nand provide a waiver against any and all rights to seek access to funds in our trust account. |
\n\n\n| (5) | \n | \nThis amount represents the approximate amount of annualized director and officer liability insurance premiums we anticipate paying following the completion of this offering and until we complete a business combination.\n |
\n\n\n| (6) | \n | \nIncludes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing. |
\n
The rules of Nasdaq provide that at least 90% of the gross proceeds\nfrom this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds of this offering and the sale of the private placement warrants, $231,750,000 (or $266,512,500 if the underwriters’\nover-allotment option is exercised in full), including $7,875,000 (or up to $9,056,250 if the underwriters’ over-allotment option is exercised in full) of deferred underwriting commissions, will, upon the consummation of this offering, be\nplaced in a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The funds in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in\nmoney market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Based on current interest rates, we estimate\nthat the interest earned on the trust account will be approximately $231,750 per year, assuming an interest rate of 0.1% per year. We will not be permitted to withdraw any of the principal or interest held in the trust account except for the\nwithdrawal of interest to pay taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) the completion of our initial business combination; (2) the redemption of any\npublic shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to\n
\n
90
\n\n\n\n
\n\n\n \nprovide 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\ncomplete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) or (B) with respect to any other\nprovision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of our public shares if we are unable to complete our initial business combination\nwithin 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus), subject to applicable law. Based on current interest rates, we expect that\ninterest earned on the trust account will be sufficient to pay taxes.
\nThe net proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately\ncomplete our initial business combination. 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\nbusiness combination or the redemption of our public shares, we may apply the balance of the cash released from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company,\nthe 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.
\n
We believe that amounts not held in trust will be sufficient to pay the\ncosts and expenses to which such proceeds are allocated. This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective acquisition, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of\na business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may be required\nto raise additional capital, the amount, availability and cost of which is currently unascertainable. If we are required to seek additional capital, we could seek such additional capital through loans or additional investments from our sponsor,\nmembers of our management team or any of their affiliates, but such persons are not under any obligation to loan funds to, or invest in, us.
\nOur sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2021 (which was amended to September 30, 2022 on January 25, 2022) or the closing of this offering. These loans will be repaid upon\ncompletion of this offering out of the $1,000,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) not held in the trust account. As of December 31, 2021, we have not drawn\nunder the promissory note with our sponsor to be used for a portion of the expenses of this offering.
\nWe will reimburse our sponsor for office space, utilities and secretarial and administrative services provided to members of our management\nteam, in the amount of $10,000 per month. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
\nIn addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of\nour sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Any such loans may be repaid only from funds held outside the trust account or from funds released to us upon completion of our\ninitial business combination. Up to $3,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. The\nterms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties\nwill be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
\n
91
\n\n\n\n
\n\n\n If we anticipate that we may not be able to consummate our initial business combination\nwithin 15 months, we may, but are not obligated to, extend the period of time to consummate a business combination by an additional three months on two separate occasions (for a total of up to 21 months to complete a business combination). Pursuant\nto the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time\navailable for us to consummate our initial business combination, our sponsor (or its affiliates or designees), upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each three-month extension (of\nwhich there may be no more than two such extensions) $2,250,000 or $2,587,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the date of the applicable deadline. Any such\npayments would be funded from the proceeds of a non-interest bearing loan between our sponsor and us. Such loan may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The terms of the warrants would be\nidentical to the terms of the private placement warrants. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. The letter agreement with our initial shareholders\ncontains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans in the event that we do not complete a business combination. Our public shareholders will not be afforded an opportunity to vote on our\nextensions of time to consummate an initial business combination or redeem their shares in connection with such extensions. In the event that we determine to effect an extension, we intend to issue a press release announcing such intention at least\nthree days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and their affiliates or designees are not\nobligated to enter into any such loan agreement with us that would allow us to fund the trust account to extend the time for us to complete our initial business combination.
\n
If we seek shareholder approval of our initial business combination and\nwe do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or any of their affiliates may also purchase shares in privately negotiated transactions\nor in the open market either prior to or following the completion of our initial business combination. See “Proposed Business — Permitted Purchases and Other Transactions With Respect to Our Securities” for a description of how such\npersons will determine from which shareholders to seek to acquire shares. The price per share paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection\nwith our initial business combination. However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such\ntransactions, 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\nRegulation M under the Exchange Act. 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\nrules 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 comply with such rules.
\n
We may not redeem our public shares in an amount that would cause our\nnet tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion of our initial business combination (so that we do not then become subject to the SEC’s “penny stock” rules) and\nthe agreement for our initial business combination may require 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 so that we cannot satisfy the net\ntangible asset requirement or any net worth or cash requirements, we would not proceed with such redemption of our public shares and the related business combination, and we instead may search for an alternate business combination.
\n
A public shareholder will be entitled to receive funds from the trust\naccount only upon the earliest to occur of: (1) the completion of our initial business combination; (2) the redemption of any public shares properly
\n
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\n\n\n\n
\n\n\n \nsubmitted 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\nholders 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 15 months\nfrom the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of our public shares if we are unable to complete our initial business combination within 15 months from the closing of this offering (or up to\n21 months, if we extend the time to complete a business combination as described in this prospectus), subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account.
\n
Our initial shareholders have entered into a letter agreement with us,\npursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of our initial business combination. Our directors and officers have also\nentered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any. In addition, our initial shareholders have agreed to waive their rights to liquidating distributions from the trust\naccount with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. However, if our sponsor or any of our officers, directors or affiliates acquires public shares in or after this\noffering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed time frame.
\n
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\n\n\n\n
\n\n\n DIVIDEND POLICY
\n
We have not paid any cash dividends on our ordinary shares to date and\ndo not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial\ncondition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time and we will only pay such\ndividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. If we increase or decrease the size of this offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock\ndividend or share contribution back to capital or other appropriate mechanism immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20.0% of our issued and outstanding ordinary shares\nupon the consummation of this offering. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
\n\n
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\n\n\n\n
\n\n\n DILUTION
\n
The difference between the public offering price per Class A\nordinary share, assuming no value is attributed to the warrants included in the units we are offering pursuant to this prospectus or the private placement warrants, and the pro forma net tangible book value per Class A ordinary share after this\noffering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale and exercise of warrants, including the private placement warrants, which would cause the actual dilution to the\npublic shareholders to be higher, particularly where a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the\nvalue of Class A ordinary shares which may be redeemed for cash), by the number of issued and outstanding Class A ordinary shares.
\nAs of December 31, 2021, our net tangible book value was a deficiency of $(473,237), or approximately $(0.07) per ordinary share assuming\nthe founder shares were fully funded as of December 31, 2021. After giving effect to the sale of 22,500,000 Class A ordinary shares included in the units we are offering by this prospectus (or 25,875,000 shares of Class A ordinary shares\nif the underwriter’s over-allotment option is exercised in full), the sale of the private placement warrants and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value at\nDecember 31, 2021 would have been $(20,324,087) or $(3.54) per share (or $(23,429,087) or $(3.55) per share if the underwriter’s over-allotment option is exercised in full), representing an immediate increase in net tangible book value (as\ndecreased by the value of 22,500,000 Class A ordinary shares that may be redeemed for cash or 25,875,000 shares of Class A ordinary shares if the underwriter’s over-allotment option is exercised in full) of $(3.61) per share (or $(3.62) per\nshare if the underwriter’s over-allotment option is exercised in full) to our initial shareholders as of the date of this prospectus and an immediate dilution of $13.61 per share or 136.1% to our public shareholders not exercising their\nredemption rights. The dilution to new investors if the underwriters exercise the over-allotment option in full would be an immediate dilution of $13.62 per share or 136.2%.
\n
The following table illustrates the dilution to the public shareholders\non a per-share basis, assuming no value is attributed to the warrants included in the units or the private placement warrants:
\n\n\n\n\n\n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n |
\n\n| | \n | \nWithout
Over-allotment | \n | \n | \nWith
Over-allotment | \n |
\n\n\n\n| Public offering price | \n | \n | \n | \n | \n | \n$ | \n10.00 | \n | \n | \n | \n | \n | \n | \n$ | \n10.00 | \n |
\n\n| Net tangible book deficit before this offering | \n | \n | \n(0.07 | \n) | \n | \n | \n | \n | \n | \n
| \n(0.07
| \n)
| \n | \n | \n | \n |
\n\n| Increase attributable to public shareholders | \n | \n$ | \n(3.54 | \n) | \n | \n | \n | \n | \n | \n$ | \n(3.55 | \n) | \n | \n | \n | \n |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Pro forma net tangible book value after this offering and the sale of the private placement\nwarrants | \n | \n | \n | \n | \n | \n$ | \n(3.61 | \n) | \n | \n | \n | \n | \n | \n$ | \n(3.62 | \n) |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Dilution to public shareholders | \n | \n | \n | \n | \n | \n$ | \n13.61 | \n | \n | \n | \n | \n | \n | \n$ | \n13.62 | \n |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Percentage of dilution to public shareholders | \n | \n | \n | \n | \n | \n | \n136.1 | \n% | \n | \n | \n | \n | \n | \n | \n136.2 | \n% |
\n
For purposes of presentation,\nwe have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriters’ over-allotment option) by $231,750,000 because holders of up to approximately 100.0% of our public shares may redeem their\nshares for a pro rata share of the aggregate amount then on deposit in the trust account at a per-share redemption price equal to the amount in the trust account as set forth in our tender offer or proxy\nmaterials (initially anticipated to be the aggregate amount held in trust two days prior to the commencement of our tender offer or general meeting, including interest (which interest shall be net of taxes payable), divided by the number of\nClass A ordinary shares sold in this offering).
\n
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\n\n\n\n
\n\n\n The following table sets forth information with respect to our initial shareholders and the\npublic shareholders:
\n\n\n\n\n\n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n |
\n\n| | \n | \nShares Purchased | \n | \n | \nTotal Consideration | \n | \n | \nAverage
Price per
Share | \n |
\n\n| | \n | \nNumber | \n | \n | \nPercentage | \n | \n | \nAmount | \n | \n | \nPercentage | \n | \n | \n | \n |
\n\n\n\n| Initial Shareholders(1) | \n | \n | \n5,625,000 | \n | \n | \n | \n20.00 | \n% | \n | \n$ | \n25,000 | \n | \n | \n | \n0.01 | \n% | \n | \n$ | \n0.004 | \n |
\n\n| Public Shareholders | \n | \n | \n22,500,000 | \n | \n | \n | \n80.00 | \n% | \n | \n | \n225,000,000 | \n | \n | \n | \n99.99 | \n% | \n | \n$ | \n10.00 | \n |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n | \n | \n | \n28,150,000 | \n | \n | \n | \n100.0 | \n% | \n | \n$ | \n225,025,000 | \n | \n | \n | \n100.0 | \n% | \n | \n | \n | \n |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\n
\n\n\n| (1) | \n | \nAssumes the full forfeiture of 843,750 founder shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. |
\n
The pro forma net tangible book value per share after this offering is\ncalculated as follows:
\n\n\n\n\n\n | \n\n | \n | \n | \n | \n\n | \n | \n | \n |
\n\n| | \n | \nWithout
Over-allotment | \n | \n | \nWith
Over-allotment | \n |
\n\n\n\n| Numerator: | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Net tangible book deficit before this offering | \n | \n$ | \n(473,237 | \n) | \n | \n$ | \n(473,237 | \n) |
\n\n| Net proceeds from this offering and sale of the private placement warrants | \n | \n | \n233,900,000 | \n | \n | \n | \n295,300,000 | \n |
\n\n| Plus: Offering costs paid in advance, excluded from tangible book value before this\noffering | \n | \n | \n494,650 | \n | \n | \n | \n494,650 | \n |
\n\n| Less: Warrant liability(1) | \n | \n | \n(14,620,500) | \n | \n | \n | \n(16,544,250) | \n |
\n\n| Less: Deferred underwriting commissions | \n | \n | \n(7,875,000 | \n) | \n | \n | \n(9,056,250 | \n) |
\n\n| Less: Proceeds held in trust subject to redemption | \n | \n | \n(231,750,000 | \n) | \n | \n | \n(266,512,500 | \n) |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n | \n | \n$ | \n(20,324,087 | \n) | \n | \n$ | \n(23,429,087 | \n) |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Denominator: | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Class B ordinary shares outstanding prior to this offering | \n | \n | \n6,468,750 | \n | \n | \n | \n6,468,750 | \n |
\n\n| Class B ordinary shares forfeited if over-allotment is not exercised | \n | \n | \n(843,750 | \n) | \n | \n | \n— | \n |
\n\n| Class A ordinary shares included in the units offered | \n | \n | \n22,500,000 | \n | \n | \n | \n25,875,000 | \n |
\n\n| Less: Shares subject to\nredemption(2) | \n | \n | \n(22,500,000 | \n) | \n | \n | \n(25,875,000 | \n) |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n | \n | \n | \n5,625,000 | \n | \n | \n | \n6,468,750 | \n |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n |
\n
\n\n\n| (1) | \n | \nThe Company will account for the 25,400,000 warrants to be issued in connection with this offering (the 12,500,000 public warrants and the 12,900,000 private placement warrants assuming the underwriters’\nover-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.\nAccordingly, the Company will classify each warrant as a liability at its fair value. This warrant liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair\nvalue, with the change in fair value recognized in the Company’s statement of operations. |
\n\n\n| (2) | \n | \n All of the 22,500,000 Class A ordinary shares (or 25,875,000 Class A ordinary shares assuming the\nunderwriters’ over-allotment option is exercised) sold as part of the units in the offering contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation, if there is a shareholders’\nvote or tender offer in connection the initial business combination and in connection with certain amendments to our amended and restated memorandum and articles of association. In accordance with the SEC and its guidance on redeemable equity\ninstruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Class A ordinary\nshares sold as part of the units in the offering will be issued with other freestanding instruments |
\n
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\n\n\n\n
\n\n\n\n\n\n| | \n \n(i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. Our Class A\nordinary shares are subject to ASC 480-10-S99. If it is not probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the\ndate that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the\ninstrument to equal the redemption value at the end of each reporting period. We have elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in\nabsence of retained earnings, additional paid-in capital). |
\n
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\n\n\n\n
\n\n\n CAPITALIZATION
\n
The following table sets forth our capitalization as of\nDecember 31, 2021, on an actual basis and as adjusted to give effect to the sale of our 22,500,000 units in this offering for $225,000,000 (or $10.00 per unit) and the sale of 14,400,000 private placement warrants for $14,400,000 (or $1.00 per\nwarrant) and the application of the estimated net proceeds derived from the sale of such securities:
\n\n\n\n\n\n | \n\n | \n | \n | \n | \n\n | \n | \n | \n |
\n\n| | \n | \nDecember 31, 2021 | \n |
\n\n| | \n | \nActual | \n | \n | \nAs Adjusted(1) | \n |
\n\n\n\n| Note payable to related party(2) | \n | \n$ | \n— | \n | \n | \n$ | \n— | \n |
\n\n| Deferred underwriting commissions | \n | \n | \n— | \n | \n | \n | \n7,875,000 | \n |
\n\n| Warrant liability(3) | \n | \n | \n— | \n | \n | \n | \n14,620,500 | \n |
\n\n| Class A ordinary shares subject to possible redemption; -0- and 25,000,000 shares, actual and as adjusted, respectively(4) | \n | \n | \n— | \n | \n | \n | \n231,750,000 | \n |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Preference shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding,\nactual and as adjusted | \n | \n | \n— | \n | \n | \n | \n— | \n |
\n\n| Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized; 6,468,750 and\n5,625,000 shares issued and outstanding, actual and as adjusted, respectively | \n | \n | \n647 | \n | \n | \n | \n563 | \n |
\n\n| Additional paid-in capital | \n | \n | \n24,353 | \n | \n | \n
| \n—
| \n
|
\n\n| Accumulated deficit | \n | \n | \n(3,587 | \n) | \n | \n | \n(20,324,722 | \n) |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Total shareholders’ equity (deficit) | \n | \n$ | \n21,413 | \n | \n | \n$ | \n(20,324,159 | \n) |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Total capitalization | \n | \n$ | \n21,413 | \n | \n | \n$ | \n233,921,341 | \n |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n |
\n
\n\n\n| (1) | \n | \nAssumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 843,750 Class B ordinary shares held by our sponsor. |
\n\n\n| (2) | \n | \nOur sponsor has agreed to loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. As of December 31, 2021, we have not drawn under the promissory note\nwith our sponsor to be used for a portion of the expenses of this offering. |
\n\n\n| (3) | \n | \nWe will account for the 25,650,000 warrants to be issued in connection with this offering (comprised of 11,250,000 warrants included in the units and 14,400,000 private placement warrants, assuming the\nunderwriters’ option to purchase additional units is not exercised) in accordance with the guidance contained in ASC Topic 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder,\neach warrant must be recorded as a liability. Accordingly, we will classify each warrant as a liability at its fair value. This warrant liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant\nliability will be adjusted to fair value, with the change in fair value recognized in our statement of operations. The warrants are also subject to re-evaluation of the proper classification and accounting treatment at each reporting period.\n |
\n\n\n| (4) | \n | \nUpon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on\ndeposit in the trust account as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable). The value of Class A ordinary shares that may be redeemed is equal\nto $10.30 per share (which is the assumed redemption price) multiplied by 22,500,000 Class A ordinary shares which is the maximum number of Class A ordinary shares that may be redeemed. |
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\n\n\n\n
\n\n\n MANAGEMENT’S DISCUSSION AND ANALYSIS
\nOF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
\nOverview
\nWe are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset\nacquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive\ndiscussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the\nproceeds of the sale of our securities in connection with our initial business combination (pursuant to forward purchase contracts or backstop agreements we may enter into following the consummation of this offering or otherwise), our shares, debt\nor a combination of cash, shares and debt.
The issuance of\nadditional ordinary shares in a business combination:
\n\n\n| | \n• | \n | \nmay significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A\nordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
\n
\n\n\n| | \n• | \n | \nmay subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares; |
\n
\n\n\n| | \n• | \n | \ncould cause a change of control if a substantial number of our 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\nresignation or removal of our present officers and directors; |
\n\n\n| | \n• | \n | \nmay 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; and |
\n
\n\n\n| | \n• | \n | \nmay adversely affect prevailing market prices for our Class A ordinary shares. |
\nSimilarly, if we issue debt securities, it could result in:
\n\n\n| | \n• | \n | \ndefault and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
\n
\n\n\n| | \n• | \n | \nacceleration 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\nwithout a waiver or renegotiation of that covenant; |
\n\n\n| | \n• | \n | \nour immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
\n\n\n| | \n• | \n | \nour inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is issued and outstanding; |
\n
\n\n\n| | \n• | \n | \nour inability to pay dividends on our ordinary shares; |
\n\n\n| | \n• | \n | \nusing a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures,\nacquisitions and other general corporate purposes; |
\n\n\n| | \n• | \n | \nlimitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
\n\n\n| | \n• | \n | \nincreased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
\n
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\n\n\n\n
\n\n\n\n\n\n| | \n• | \n | \nlimitations 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\ncompetitors who have less debt. |
As indicated in the\naccompanying financial statements, at December 31, 2021 we had no cash and a working capital deficit of $473,237. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our\nplans to raise capital or to complete our initial business combination will be successful.
\nResults of Operations and Known Trends or Future Events
\nWe have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational\nactivities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after completion of our initial business combination. We expect to generate\nnon-operating income in the form of interest income on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse change\nhas occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for\ndue diligence expenses. We expect our expenses to increase substantially after the closing of this offering.
\nOff-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
\n
As of December 31, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly\noperating data is included in this prospectus as we have conducted no operations to date.
\nLiquidity and Capital Resources
\nOur liquidity needs have been satisfied prior to the completion of this offering through the capital contribution from our sponsor of $25,000\nto purchase the founder shares, and up to $300,000 in loans available from our sponsor under an unsecured promissory note. As of December 31, 2021, we have not drawn under the promissory note with our sponsor. Further, we have incurred and\nexpect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management’s plans to address this uncertainty through this offering are discussed above. We cannot assure you that our plans to raise capital or\nto consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern
\nWe estimate that the net proceeds from (1) the sale of the units in this offering, after deducting offering expenses of approximately\n$1,000,000 and underwriting commissions of $4,500,000 ($5,175,000 if the underwriters’ over-allotment option is exercised in full) (excluding deferred underwriting commissions of $7,875,000 (or up to $9,056,250 if the underwriters’\nover-allotment option is exercised in full)), and (2) the sale of the private placement warrants for a purchase price of $14,400,000 (or $16,087,500 if the underwriters’ over-allotment option is exercised in full), will be $233,900,000 (or\n$268,662,500 if the underwriters’ over-allotment option is exercised in full). Of this amount, $231,750,000 or $266,512,500 if the underwriters’ over-allotment option is exercised in full, including $7,875,000 (or up to $9,056,250 if the\nunderwriters’ over-allotment option is exercised in full) in deferred underwriting commissions will be deposited into the trust account. The funds in the trust account will be invested only in U.S. government securities with a maturity of 185\ndays or less or in money market funds investing solely in U.S. Treasuries. The remaining $2,150,000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of $1,000,000 we may fund such excess with funds\nnot to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less\n
\n
100
\n\n\n\n
\n\n\n \nthan our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
\n
We intend to use substantially all of the funds held in the trust\naccount, including any amounts representing interest earned on the trust account (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to\npay taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay\nour taxes. We expect the only taxes payable by us out of the funds in the trust account will be income and franchise taxes, if any. To the extent that our ordinary shares or debt is used, in whole or in part, as consideration to complete our initial\nbusiness combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
\n
Prior to the completion of our initial business combination, we\nwill have available to us $2,150,000 of proceeds held outside the trust account. We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the\noffices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination,\nand to pay taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes.
\nIn order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our\nsponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Any such loans may be repaid only from funds held outside the trust account or from funds released to us\nupon completion of our initial business combination. Up to $3,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants\nissued to our sponsor. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do\nnot 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.
\nWe expect our primary liquidity requirements during that period to include approximately $1,500,000 for director and officer liability\ninsurance; $200,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations; $150,000 for legal and accounting fees related to regulatory reporting\nrequirements; $100,000 for Nasdaq and other regulatory fees; $50,000 for consulting, travel and miscellaneous expenses incurred during the search for initial business combination target; and approximately $150,000 for general working capital that\nwill be used for miscellaneous expenses and reserves.
These\namounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target\nbusiness or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on\nterms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity\nfrom a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of\nour available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target\nbusinesses.
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\n\n\n We do not believe we will need to raise additional funds following this offering in order to meet\nthe expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination\nare less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial\nbusiness combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such\nbusiness combination.
Controls and Procedures
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We are not currently required to certify and report on our internal\ncontrols as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2022. Only in the event that we are deemed\nto be a large accelerated filer or an accelerated filer would we be required to comply with the independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth company as defined in the\nJOBS Act, we intend 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\nindependent registered public accounting firm attestation requirement.
\nPrior to the closing of this offering, we have not completed an assessment, nor have our auditors tested our systems, of internal controls. We\nexpect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state\nthat we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls.
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Quantitative and Qualitative Disclosures about Market Risk
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The net proceeds of this offering and the sale of the private placement\nwarrants 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\nthe Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
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Related Party Transactions
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On March 12, 2021, our sponsor purchased 7,187,500 founder\nshares for an aggregate purchase price of $25,000, or approximately $0.0035 per share. In March 2022, our sponsor surrendered, for no consideration, 718,750 founder shares, resulting in our sponsor holding 6,468,750 founder shares for an aggregate\npurchase price of $25,000 or approximately $0.0348 per share. Our initial shareholders will collectively own 20% of our issued and outstanding shares after this offering (assuming our initial shareholders do not purchase any units in this offering).\n
Our sponsor has committed, pursuant to a written agreement, to\npurchase an aggregate of 14,400,000 (or 16,087,500 if the underwriters’ over-allotment option is exercised in full) private placement warrants at a price of $1.00 per warrant ($14,400,000 in the aggregate or $16,087,500 in the aggregate if the\nunderwriters’ over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each private placement warrant entitles the holder to purchase one Class A ordinary share at a\nprice of $11.50 per share, subject to adjustment as provided herein. Our sponsor will be permitted to transfer the private placement warrants held by it to certain permitted transferees, including our officers and directors and other persons or\nentities affiliated with or related to them, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as our sponsor. Otherwise, these warrants will not, subject to certain limited\nexceptions, be transferable or salable until 30 days after the completion of our initial business
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\n\n\n \ncombination. The private placement warrants will be non-redeemable so long as they are held by our sponsor or its permitted transferees. The private placement warrants may also be exercised by\nour sponsor or its permitted transferees for cash or on a cashless basis and our sponsor and its permitted transferees will also have certain registration rights related to the private placement warrants, as described below. Otherwise, the private\nplacement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering.
\nOur sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee\nwill review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or any of their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on\nthe reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
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We have also agreed to pay our sponsor a total of $10,000 per month for\noffice space, utilities and secretarial and administrative services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
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Our sponsor has agreed to loan us up to $300,000 under an unsecured\npromissory note to be used for a portion of the expenses of this offering. As of December 31, 2021, we have not drawn under the promissory note with our sponsor. These loans are non-interest bearing,\nunsecured and are due at the earlier of December 31, 2021 (which was amended to September 30, 2022 on January 25, 2022) or the closing of this offering. These loans will be repaid upon completion of this offering out of the $1,000,000 of\noffering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) not held in the trust account.
\nIn addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of\nour sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Any such loans may be repaid only from funds held outside the trust account or from funds released to us upon completion of our\ninitial business combination. Up to $3,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. The\nterms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an\naffiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
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If we anticipate that we may not be able to consummate our initial\nbusiness combination within 15 months, we may, but are not obligated to, extend the period of time to consummate a business combination by an additional three months on two separate occasions (for a total of up to 21 months to complete a business\ncombination). Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order\nto extend the time available for us to consummate our initial business combination, our sponsor (or its affiliates or designees), upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each\nthree-month extension (of which there may be no more than two such extensions) $2,250,000 or $2,587,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the date of the applicable\ndeadline. Any such payments would be funded from the proceeds of a non-interest bearing loan between our sponsor and us. Such loan may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The terms of the\nwarrants would be identical to the terms of the private placement warrants. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. The letter agreement with our\ninitial
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\n\n\n \nshareholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans in the event that we do not complete a business combination. Our public\nshareholders will not be afforded an opportunity to vote on our extensions of time to consummate an initial business combination or redeem their shares in connection with such extensions. In the event that we determine to effect an extension, we\nintend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely\ndeposited. Our sponsor and their affiliates or designees are not obligated to enter into any such loan agreement with us that would allow us to fund the trust account to extend the time for us to complete our initial business combination.
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Pursuant to a registration and shareholder rights agreement that we\nhave entered into with our initial shareholders on or prior to the closing of this offering, we may be required to register certain securities for sale under the Securities Act. These holders, and holders of warrants issued upon conversion of\nworking capital loans and extension loans, if any, are entitled under the registration and shareholder rights agreement to make up to three demands that we register certain of our securities held by them for sale under the Securities Act and to have\nthe securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration statements filed by us. However, the registration and\nshareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until the securities covered thereby are released from their lock-up\nrestrictions, as described herein. We will bear the costs and expenses of filing any such registration statements. See “Principal Shareholders — Registration Rights.”
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Off- Balance Sheet Arrangements; Commitments\nand Contractual Obligations; Quarterly Results
As of\nDecember 31, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments\nor contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have conducted no operations to date.
\nJOBS Act
\nOn April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting\nrequirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not\npublicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is\nrequired for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective\ndates.
Additionally, we are in the process of evaluating the\nbenefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company.” we choose to rely on such exemptions we may not be\nrequired to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be\nrequired of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory\naudit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items\nsuch as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the\ncompletion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.
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\n\n\n PROPOSED BUSINESS
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General
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We, Investcorp India Acquisition Corp, are a newly formed blank check\ncompany incorporated on February 19, 2021 under the name Investcorp-SPH Acquisition Corp. as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar\nbusiness combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. On February 23, 2021, we changed our name to Investcorp Acquisition Corp., and on January 11, 2022, we\nfurther changed our name to Investcorp India Acquisition Corp. We have generated no revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination. We have not\nselected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination\nwith us. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors.\nOur management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) initiated or contacted any prospective target\nbusiness or had, directly or indirectly, any substantive discussions, formal or otherwise, with respect to a business combination transaction with us. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly\nor indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.
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While we may pursue a business combination in any business sector or\ngeography, we intend to focus our efforts on completing a business combination with a high-quality business with operations in any of the healthcare, software, consumer services, IT services, business-to-business or fintech sectors in primarily\nIndia, with an enterprise value in excess of $1 billion. We believe that the sectors and market on which we are focused are target-rich and are likely to continue to see growth being driven by an emergent young and middle-class population,\ntechnological innovation, increasing consumption and private sector expansion. Also, with the rapid increase in technology companies in India and the relative lack of access to public markets through more traditional routes, an increasing number of\nthese companies are likely to opt for the U.S. SPAC route given the mature, technology-focused investor base offered by the U.S. public markets. Our management team has extensive experience in both private and public equity markets and is\nwell-positioned to deliver attractive risk-adjusted returns to our shareholders via a business combination.
\nWe believe India has the potential to be one of the fastest growing economies of the world over the medium term. Recent economic indicators\npoint to robust growth. According to IHS Markit, India’s Manufacturing Purchasing Manager’s Index was at 55.5 in December 2021, firmly above the 50 mark that separates growth from contraction for a 6th straight month since the country’s recovery from the delta wave of COVID-19. India continues to be an attractive destination for global investors with\napproximately $24.7 billion of net foreign direct investments and foreign institutional investors inflow in the country from April to November 2021. Business and consumption activity has been strong in the country with Unified Payments\nInterface transactions recording over 100% year-over-year growth in December 2021.
\nWe believe India’s consumption sectors are also likely to benefit from favorable demographic trends, such as rapid urbanization, a rising\nmiddle class, increasing per capita income and rising disposable income. Currently, India is considered at the cusp of a significant inflection point which has been witnessed by many developed and developing economies (i.e., per capita income of\napproximately $2,000), from where the consumption sector is expected to witness hockey stick growth in the next few years.
\nIndia’s internet economy is rapidly growing and is estimated to reach a value of more than $180 billion (ex-Fintech) by 2025 according to HSBC. Investments in the space have also seen a rapid uptick during the same
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\n\n\n \nperiod. This is evidenced by the fact that e-commerce was the top sector for private equity investments with $15 billion invested across 176 deals (a\n5.4x increase year-over-year). Additionally, there is a strong appetite for e-commerce businesses in the Indian capital markets, as witnessed during a recent $720 million initial public offering of a\nbeauty and personal care e-commerce company, which was 82 times oversubscribed.
\nOur Sponsor
\nICE I Holdings Pte. Ltd., our sponsor, is a consolidated subsidiary of Investcorp Holdings B.S.C. (“Investcorp” and together with its consolidated\nsubsidiaries, “Investcorp Group”). Our sponsor is a Singapore-based entity with deal support from Investcorp Group.
\nInvestcorp Group
\nFounded in 1982, Investcorp Group is a leading global alternative asset investment manager for individuals, families and institutional\ninvestors primarily in the GCC region, the U.S., Europe, Asia and India. Investcorp Group’s business is spread across eleven offices in Bahrain, London, New York, Abu Dhabi, Riyadh, Doha, Singapore, Mumbai, Switzerland, Luxembourg and Beijing.\n
Investcorp Group offers a broad platform of alternative investment\nproducts across five main lines of business, namely, (i) Private Equity Investment, (ii) Absolute Return Investments, (iii) Real Estate Investment, (iv) Credit Management Investment and (v) Strategic Capital Investments.\n
Over its 40-year history,\nthe Investcorp Group has raised approximately $56 billion, made acquisitions of approximately $77 billion and achieved an original shareholder return of 17% and a dividend multiple (i.e., total cumulative dividends paid since Investcorp\nwas founded, divided by the original capital contribution of the original shareholders) of approximately six. Since its inception, the Investcorp Group’s assets under management (“AUM”) has increased from $50 million to\n$40 billion as of December 31, 2021. Investcorp has a private equity AUM of $6.3 billion having made 219 private equity investments since its inception. The gross internal rate of return on investments made in India is approximately\n40%. The Investcorp Group has consistently seen increases in its levels of investing activity and achieved $3.3 billion of aggregate investment in 2021.
\nAsia has been a focus geography for Investcorp. Within Asia, the current Investcorp team has a 16-year\ntrack record of deal structuring experience in India. From 2019-2021, Investcorp has reviewed over 570 deals in India, with 10 investments completed. As of December 31, 2021, Investcorp Group has made over 30 investments\nin India and Southeast Asia, including Unilog (India —e-commerce), FreshToHome (India — e-commerce), XpressBees (India — e-commerce), NephroPlus (India — Healthcare), CityKart (India — consumer & retail), InCred Finance (India — financial services), ZoloStays (India — consumer tech-enabled services) and\nViz Branz (Singapore — consumer). The Investcorp Group has observed a compound annual growth rate of revenue of 24% across its portfolio companies in India.
\nInvestcorp Group also holds a proven track record of successful exits with six exits since the beginning of 2020 across both private and public\nmarket routes and is targeting four exits in 2022. In 2021, a total of $2.6 billion of distributions were made to Investcorp and its clients from private equity realization proceeds and other distributions. Some of the recent private equity\nexits in 2021 include the sale of L’azurde, which is the Arab world’s leading designer, manufacturer and distributor of gold jewelry for the premium mass market, the sale of Investcorp’s stake in Bindawood Holding, a leading grocery\nretailer in the Kingdom of Saudi Arabia, and the sale of Avira, a multinational cybersecurity software solutions firm.
\nInvestcorp is committed to contributing to the communities in which it operates and has a diverse and inclusive workforce of 460 employees\nacross 46 nationalities and diversified across gender, age groups, and other relevant metrics, as of December 31, 2021.
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\n\n\n Investcorp Group has a successful track record of acquiring companies and partnering in its\ngrowth strategy to create long term value for various stakeholders. For instance, Investcorp acquired a controlling stake in Unilog, a company headquartered in Bangalore (India), in January 2021. Unilog is a fast-growing provider of Software-as-a-Service (“SaaS”) digital commerce solutions to small and medium-sized\nbusinesses (“SMBs”) in the wholesale distribution and small format retail in the U.S.
\nInvestcorp has established a strong private equity footprint in both India and the United States, partly because of its commitment to\nunderstanding both of these geographies independently. Investcorp helped Unilog transition its headquarters from Bangalore to Wayne, Pennsylvania. As a result, Unilog is now an American company. Its principal assets and senior management, including\nthe CEO, reside in the U.S. It is estimated that software, and allied services, could represent $10 billion industry in the U.S., where consumer appetite for digital commerce solutions continues to increase.
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Investcorp also helped Unilog to access new market segments and add\nproduct capability through acquisitions. Unilog acquired Bravo Business Media (“Bravo”), a U.S.-based provider of content experience SaaS, in February 2021, immediately following the Investcorp investment, thereby creating access to the\nlower end of the SMB market that Unilog was previously not addressing. Bravo was identified as a high-priority target by Investcorp during the pre-investment diligence of Unilog, and the Investcorp team worked\njointly with the Unilog management in assessing potential synergies and executing on the investment. Investcorp also invested growth capital in Unilog towards the acquisition of Bravo.
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Investcorp continues to support other value creation initiatives as\nwell, including:
\n\n\n| | \n• | \n | \nFurther inorganic activity; |
\n\n\n| | \n• | \n | \nEntry into new verticals in B2B distribution; |
\n\n\n| | \n• | \n | \nContinued product development supported by additional capital investment; |
\n\n\n| | \n• | \n | \nEstablishment of a new sales channel via partnership with Value Added Resellers; and |
\n\n\n| | \n• | \n | \nIncrease in management strength and core capabilities. |
\nThese strategic interventions are believed to be instrumental in Unilog’s transition from an Indian-born company to a market-leading U.S.\nbusiness.
Our Leadership
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Our management team is led by Nikhil Kalghatgi, our Principal\nExecutive Officer, and Dean Clinton, our Principal Financial Officer, while Harsh Shethia and Akash Gupta, are members of our advisory committee. These individuals have decades of experience investing in ventures and building companies with\noperations.
Management Team
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Nikhil Kalghatgi, our Principal Executive Officer and Director\nhas been the Head of Alternative Investments at S.P. Hinduja Banque Privee since 2020. He was previously a Partner at CoVenture primarily investing in high-yield asset-backed credit opportunities and creating quantitative trading strategies.\nCoVenture’s investment areas primarily included fintech, special situations and emerging assets. Mr. Kalghatgi was also a founding Partner at CoVenture Crypto, a multi-strategy cryptocurrency asset management firm backed by SBI Holdings,\nwith a quantitative trading fund, smart-beta fund and venture capital investments. Prior to this, he was a Partner at Vast Ventures, investing in early-stage and late-stage companies. He has invested across technology including space exploration,\nconsumer, healthcare, software, and transportation. He has also previously been a Principal at Softbank, founder of Partner 6, investing in large-cap, value-based strategies, and joined the founding team of\nLocalytics building mobile analytics. He also spent several years in the military intelligence sector at the MITRE Corporation. Mr. Kalghatgi holds a Bachelor of Science and a Master’s degree in engineering from Tufts University and an MBA\nfrom Harvard Business School.
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\n\n\n Dean Clinton, our Principal Financial Officer and Director Nominee, is the Cayman Islands\nCountry Officer overseeing activities specific to Investcorp’s Cayman Islands operations. Mr. Clinton has been with Investcorp for more than 10 years having joined the company in 2010. Prior to his current role, he was based in Bahrain as\nthe Head of Operations for Investcorp’s hedge funds line of business. Prior to his tenure with Investcorp, Mr. Clinton worked within fund administration for Fortis Prime Fund Solutions as the Head of Operations for their Europe region,\nMr. Clinton holds an Honours Bachelor of Accounting Science degree from the University of South Africa and is a member of the South African Institute of Chartered Accountants.
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Board of Directors
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Rishi Kapoor has served on our board of directors since March\n10, 2021. Mr. Kapoor has been the Co-Chief Executive Officer at Investcorp since 2015. He oversees the Firm’s private equity businesses in North America and India, as well as the real estate, credit\nmanagement, absolute returns and strategic capital businesses globally. He has held several leadership positions at Investcorp, including Senior Internal Auditor, Head of Applications Development, Head of Business Analysis, Planning and Reporting\nand Head of Financial Management. He was Investcorp’s Chief Financial Officer until 2015. He joined Investcorp in 1992 from Citicorp, where he spent four years as a project manager in Citicorp’s systems consulting subsidiary for global\nfinancial institutions. He holds a B. Tech in Electrical and Computer Engineering from the Indian Institute of Technology in Kanpur, India, and an MBA from Duke University. Mr. Kapoor is a member of Duke University’s Middle East regional\nadvisory board. He is also a member of the Board of Directors for National Bank of Bahrain, Gulf Air Group, Bahrain Airport Company and Gulf Aviation Academy. In 2019, Mr. Kapoor was recognized by Forbes Middle East as one of the top 10 Indian\nexecutives making an impact in the Middle East, and Top CEO Middle East recognized Mr. Kapoor as one of the top CEOs in the GCC financial services and investment sector.
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Kunal Bahl will serve on our board of directors following the\ncompletion of this offering. Mr. Bahl is the CEO and Co-founder of Snapdeal.com — India’s leading, value e-commerce marketplace. The company has raised\ncapital from leading global investors such as Softbank, Temasek, Blackrock, Mr. Ratan Tata, Premji Invest, among others. Mr. Bahl is also an active early-stage investor through Titan Capital, having invested in 150+ technology companies in\nIndia, US and South East Asia, across consumer internet, fintech, direct to consumer brands, AI and deep-tech. Some of his notable investments include Ola Cabs, Razorpay, Urban Company, Shadowfax, Mamaearth, among others. Previously, he has also\nworked with companies such as Deloitte Consulting and Microsoft in the U.S. Mr. Bahl is an engineer from the University of Pennsylvania and holds a business degree from The Wharton School, where he was part of the prestigious\nManagement & Technology program. He has also been serving on the Board of Governors of Indian Council for Research on International Economic Relations (ICRIER), a leading economic think-tank based in New Delhi, since 2015. He is also a\nNASSCOM Executive Committee since 2019. He is the current Chairman of CII National Committee. He serves as an Independent Director on the board of Piramal Enterprises Limited, a leading publicly listed India pharma and financial services\nconglomerate. He is also a part of the National Startup Advisory Council, a Government constituted group to advise on promoting the Indian startup ecosystem. He has been the recipient of various awards including Ernst & Young Entrepreneur\nof the Year (Startup) (2014), Fortune Global 40 under 40 (2014), The Economic Times Entrepreneur of the Year (2015), The Joseph Wharton Award for Young Leadership (2018), and The Economic Times Comeback Award (2019), among others.
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Girish Vanvari will serve on our board of directors following\nthe completion of this offering. Mr. Vanvari is the Founder of Transaction Square — a tax, regulatory and business advisory firm in India – where he has worked since 2018. He has over 27 years of consulting experience across multiple\nleading firms. He previously worked over 13 years with KPMG where he was the National Leader for Tax in his last serving role and also part of the India Leadership Team at KPMG. In his role, he interacted extensively with business owners and leaders\nacross sectors in India and overseas. Prior to KPMG, he was at Arthur Andersen for over a decade. He has worked with many large multinationals and Indian promoter companies across many sectors advising them on various business, tax and regulatory\nissues. Mr. Vanvwari holds a Chartered Accountancy degree in India and a Bachelor’s degree from Narsee Monjee College of Commerce and Economics.
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\n\n\n Ashwini Asokan will serve on our board of directors following the completion of this\noffering. Ms. Asokan is the CEO and Co-founder of Mad Street Den (MSD) — one of the world’s foremost AI startups ushering in an era of AI-native and AI-first businesses around the globe. The company’s horizontal AI platform, Blox, is\nhelping some of the world’s largest businesses across retail, healthcare, media, and finance industries to meaningfully adopt AI in their day-to-day operations. Ms. Asokan is known for her work in building some of the world’s top AI\ntalent. She is also an active early-stage investor with investments spanning deep tech, SaaS, life sciences and women-led businesses, besides also investing in early-stage VC funds. Ms. Asokan holds several patents across disciplines and a range of\nawards, including Fortune’s 40 under 40 and Forbes women in power 2021. A graduate of Carnegie Mellon University, Ms. Asokan’s work over the last two decades sits at the intersection of Artificial Intelligence, Product Design and\nhuman-centric systems and processes. She has spent much of her career working on bringing AI from the Science and Tech labs of the world, applied meaningfully and made accessible to people across the globe. Prior to starting her own\ncompany, Ms. Asokan led Mobile Innovation efforts as part of Intel Labs in California, driving research and development of AI & mobile products.
\nManpreet Singh will serve on our board of directors following the completion of this offering. Mr. Singh, CFA, is the founder and Chief\nInvestment Officer of Singh Capital Partners (SCP), a multifamily office that directs investments into venture capital, private equity, and real estate. SCP invests capital on behalf of Fortune 500 CXOs, unicorn founders, and operators and has\nexecuted investments in North America, Europe, and Asia. Mr. Singh has made over 50 private investments over the last decade including Baazarvoice, Alibaba, Uber, Spotify, Duo, PayTM, Impossible Foods, Cohesity, DocSend, SoFi, Carta, SpaceX,\nMindBody, Robinhood, and Postmates. Prior to starting SCP, Mr. Singh was the Co-Founder and President of TalkLocal, a venture backed local services marketplace that serviced customers in 49 states and placed over 2 million calls to contractors.\nPrior to TalkLocal, Mr. Singh was the longest tenured employee at Profit Investment Management (PIM), a DC-based firm where he helped to grow assets under management from $20 million to over $2 billion through various roles in trading, marketing,\nresearch, investing, and operations. He was eventually responsible for managing over $1 billion invested across technology companies globally while at the firm. Mr. Singh serves on the boards of Acquco, US Inspect, Snowball Industries, Embrace\nSoftware, Shukr Investments, TalkLocal, the Suburban Hospital Foundation, and the Dingman Center at the Smith School of Business. Mr. Singh received his MBA from the Wharton School of Business in Entrepreneurship, Finance, and Real Estate. He also\nholds a B.S. in Finance with a citation in Entrepreneurship from the University of Maryland, College Park, and is a CFA charterholder.
\nAdvisory Committee
\nHarsh Shethia, a member of our advisory committee, is the Head of Investcorp’s India business. He has been with Investcorp for\nnearly 19 years, having joined in 2002 and held different roles and responsibilities, including Product Specialist for Real Estate and Credit Management business units, Country Head for Oman, Chief of Staff for President of Gulf Business, Head of\nthe Client Servicing team, and Head of Business Analysis and Reporting. In his current role, he is focused on business development for Investcorp India. Prior to joining Investcorp, Mr. Shethia was an Executive Director at Goldman Sachs in\nLondon and prior to that he worked as a Manager with Deloitte Consulting in New York. Mr. Shethia holds an MBA from Carnegie Mellon University and has a BSc degree in Computer Science.
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Akash Gupta, a member of our advisory committee, is Founder\n& Chairman of a fintech start-up company. Previously, he was an Executive Director at Kotak Mahindra Bank, India’s leading bank, where he led the Technology sector and advised on successful initial public offerings and fundraising mandates.\nPrior to that, Mr. Gupta was the CFO of an omnichannel retailer funded by Sequoia Capital with over $500 million sales and presence across India, Philippines and Indonesia. He also helped establish the Barclays Investment Banking Division in India\n(ranked #1 within 2 years of roll-out). Prior to relocating to India with Barclays, Mr. Gupta was a Technology, Media & Telecom investment banker at Credit Suisse, Director of Finance at Net2Phone (Internet Telephony pioneer) and Director of\nCorporate Development at MI Network, a start-up focused on enterprise market. Mr. Gupta holds an MBA from Columbia University.
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\n\n\n Investcorp Group Advisors
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Deepak Parekh, a member of Investcorp Group’s global\nadvisory committee, spearheads India’s premier housing finance company HDFC Ltd., which has turned the dream of owning a home into a reality for millions across the country. Mr. Parekh is on the board of several leading corporations across\ndiverse sectors. He is the non-executive chairman in India of Siemens Ltd. He is also on the board of National Investment and Infrastructure Fund (NIIF). Mr. Parekh is associated with Indo US CEO Forum, City of London – Finance Committee, Indo\n– German Chamber of Commerce (IGCC), India-UK Financial Partnership (IUKFP), etc., in an advisory capacity. He pursued his Bachelor of Commerce degree from the Sydenham College of Bombay University and acquired a Financial Chartered Accountant\ndegree from England and Wales.
Mark Mobius, a member of\nInvestcorp Group’s India advisory committee, is the Founding Partner of Mobius Capital Partners, leading investment manager for emerging markets. He has a reputation as one of the most successful and influential managers over the last 40 years\nfor emerging markets asset class. Dr. Mobius is a member of the Economic Advisory Board of the International Finance Corporation (IFC). Previously, he was a member of the supervisory board of OMV Petrom in Romania and was also a Director on the\nBoard of Lukoil, the Russian oil company. Prior to founding Mobius Capital Partners, Dr. Mobius was employed at Franklin Templeton Investments for more than 30 years, most recently as Executive Chairman of the Templeton Emerging Markets Group. Dr.\nMobius received his Ph.D. at MIT and has studied at Boston University, University of Wisconsin, Syracuse University, Kyoto University and the University of New Mexico.
\nWe will further be supported by other members of our advisory committee comprised of senior executives from Investcorp Group with experience in\na wide range of sub-sectors. We expect that our advisory committee will provide us with access to its expertise and extensive industry networks from which we intend to source and evaluate targets, as well as\ndevise plans to optimize any business that we acquire.
The past\nperformance of our management team, directors, advisory committee or of Investcorp or their respective affiliates or related entities is not a guarantee either (i) of success with respect to any business combination we may consummate, or\n(ii) that we will be able to identify a suitable candidate for our initial business combination. Additionally, in the course of their respective careers, our founders and members of our management team and/or their respective affiliates or\nrelated entities (including but not limited to Investcorp and their respective affiliates and related entities), have been involved in businesses and deals that were unsuccessful. You should not rely on the historical records or performance of any\nof the parties listed above as indicative of our future performance. For more information on the experience and background of our management team and board of directors, see the section entitled “Management”.
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Business Strategy
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Our business strategy is to identify and consummate an initial business\ncombination with a company with operations or prospects in India. While we intend to focus our efforts on completing a business combination with a high-quality business in the healthcare, software, consumer services, IT services,\nbusiness-to-business or fintech sectors, we may pursue a combination in any sector or geography. Our selection process will leverage our management teams’ and sponsor’s broad and deep network of relationships, industry expertise and proven\ndeal-sourcing capabilities, providing us with a strong pipeline of potential targets. Our management and sponsor have experience in:
\n\n\n| | \n• | \n | \ninvesting and building businesses in diverse sectors with unique market, policy and macroeconomic insights; |
\n\n\n| | \n• | \n | \nmanaging and operating companies, setting and changing strategies, and identifying, mentoring and recruiting top-notch talent; |
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\n\n\n| | \n• | \n | \ndeveloping and growing companies, both organically and inorganically, and expanding the product ranges and geographic footprints of portfolio businesses; |
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\n\n\n\n\n\n| | \n• | \n | \nexecuting merger and acquisition strategies to accelerate growth and create integrated value chains; |
\n\n\n| | \n• | \n | \nsourcing, structuring, acquiring and selling businesses in various markets; |
\n\n\n| | \n• | \n | \npartnering with other industry-leading companies to increase sales and improve the competitive position of companies; |
\n\n\n| | \n• | \n | \nfostering relationships with users, sellers, capital providers and target management teams; and |
\n\n\n| | \n• | \n | \naccessing the capital markets, including capital sources in Asia and America, across various business cycles, including financing businesses and assisting companies with the transition to public ownership.\n |
Business Combination Criteria
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Consistent with our business strategy, we have identified the following\ngeneral criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, though we may decide to enter into our initial business\ncombination with a target business that does not meet these criteria and guidelines.
\n\n\n| | \n• | \n | \nHigh-growth companies with high quality operations or prospects in India. Based upon our management team’s experience, we believe we will have increased access to investment opportunities and a\ncompetitive advantage in our ability to negotiate a business combination with potential targets in India. While we may invest in any sector or geography, we intend to focus our efforts on companies in the healthcare, software, consumer services, IT\nservices, business-to-business or fintech sectors. Our management team’s extensive experience and network of contacts provide them with an opportunity to source a target, evaluate a target, consummate a business combination with the target and\nhelp the target’s business grow. |
\n\n\n| | \n• | \n | \nStrong target management teams. We intend to acquire one or more businesses that have strong management teams with a proven track record of driving growth, building long-term competitive advantage and making\nsound strategic decisions. |
\n\n\n| | \n• | \n | \nFundamentally sound companies that have the potential to further improve their performance under our ownership. We believe our management team’s experience in our target sectors as well as their network of\nindustry contacts will create opportunities to enhance the revenue and operational efficiencies of the target business, and potentially generate higher returns for our investors. |
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\n\n\n| | \n• | \n | \nMarket leader. We intend to seek a target that has a leading presence across an industry or segment or has leading technology or product capabilities. |
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\n\n\n| | \n• | \n | \nAppropriate valuations. We intend to be a disciplined and valuation-centric investor that will invest on terms that we believe are attractive relative to market comparables that provide significant upside\npotential. We intend to target companies with an enterprise value in excess of $1 billion. |
\nThese criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be\nbased on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above\ncriteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy\nsolicitation or tender offer materials, as applicable, that we would file with the SEC.
\nBusiness Combination Process
\nIn evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things,\nmeetings with incumbent management and employees, document reviews,
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\n\n\n \ninterviews of customers and suppliers, inspection of facilities, as well as reviewing financial and other information that will be made available to us. We will also utilize our operational and\ncapital allocation experience.
While it is not a target area or\nfocus of ours, we are not prohibited from pursuing an initial business combination with a company or business that is affiliated with our sponsor, officers, directors or the Investcorp Group. In the event we seek to complete our initial business\ncombination with such a company or business, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders fairness opinions for the type of company\nwe are seeking to acquire or an independent accounting firm, that such an initial business combination is fair to our Company from a financial point of view. See “Risk Factors—We may engage in an initial business combination with one or\nmore target businesses that have relationships with entities that our sponsor, officers, directors or existing holders are affiliated with or otherwise have a commercial interest in, which may raise potential conflicts of interest.”
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Moreover, we may, at our option, pursue an affiliated joint acquisition\nopportunity with Investcorp Group. The Investcorp Group 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\nacquisition by issuing equity or debt to any such parties, which may give rise to certain conflicts of interest.
\nCertain members of our management team and our independent directors are expected to directly or indirectly own our securities following this\noffering or may have other interests in an acquisition, and any such ownership or interests will create a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial\nbusiness combination. In addition, Mr. Shethia and Mr. Kalghatgi have other conflicts of interest due to their employment with other companies as disclosed in this prospectus. Further, each of our officers and directors, as well as our\nmanagement, may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with\nrespect to our initial business combination.
Each of our directors\nand officers presently has and in the future is expected to have additional fiduciary or contractual obligations to other entities pursuant to which you should expect that such officer or director will present a business combination opportunity to\nsuch other 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\nhis or her fiduciary or contractual obligations to present such opportunity to such entity.
\nOur sponsor, officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have\nconflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In particular, our officers and directors have, and will have in\nthe future, time and attention requirements to the Investcorp Group, which may detract from time spent on our affairs. To the extent any conflict of interest arises between us and the Investcorp Group (including, without limitation, arising as a\nresult of certain of our officers and directors offering acquisition opportunities to the Investcorp Group), the Investcorp Group members will resolve such conflicts of interest in their sole discretion, in accordance with their then-existing\nfiduciary, contractual and other duties, and you should expect that such conflicts of interest will not be resolved in our favor.
\nOur acquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to the\nmerits 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 may deem relevant. In the event that we decide to enter\ninto our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial\nbusiness combination, which,
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\n\n\n \nas discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.
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Competitive Strengths
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We believe that the diverse experience, industry knowledge, extensive\nnetwork of relationships in the focus geographies and within the private equity community, and the demonstrated ability to create shareholder value of our management team and members of our sponsor and their respective affiliates and related\nentities will provide us a significant competitive advantage for a successful business combination.
\nWe intend to leverage the following sources of competitive strength in seeking to achieve our business strategy:
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\n\n\n| | \n• | \n | \nManagement team’s industry knowledge and contacts. We believe that our management’s track record of identifying, investing and building industry leading companies differentiates our offering and\npositions us well to appropriately evaluate potential business combination and select one that will be well-received by the public markets. |
\n\n\n| | \n• | \n | \nDeal flow and business development resources available. Our management team has deep relationships across the globe. We believe we have consistent access to unique opportunities before they become more widely\navailable to others. |
\n\n\n| | \n• | \n | \nManagement team’s experience and reputation in sourcing opportunities. Our combined expertise and reputation will allow us to source and negotiate transactions with an attractive investment thesis for our\ninvestors to evaluate. |
\n\n\n| | \n• | \n | \nManagement team’s demonstrated ability to create value for their shareholders. We have a long history of generating substantial risk-adjusted returns for our shareholders across public and private markets\nand through many business cycles over the last several decades. |
\n\n\n| | \n• | \n | \nStrong track record of operational excellence. Our management team has a long-standing history of leading and growing large companies and building successful teams across a broad range of industries. We believe\nprospective target management teams will benefit from the guidance and insights that our management team can provide through mentorship and governance as well as operational involvement. |
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\n\n\n| | \n• | \n | \nExperienced advisory committee. Our investment advisory committee comprises of senior executives from Investcorp Group with experience in a wide range of sub-sectors. We\nexpect that our advisory committee will provide us with access to its expertise and extensive industry networks from which we intend to source and evaluate targets, as well as devise plans to optimize any business that we acquire. |
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We intend to capitalize on the multiple decades of combined investment\nexperience of our management, board of directors and advisory committee, to identify and acquire a business that we believe provides opportunities for attractive risk-adjusted returns.
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Sourcing of Potential Business Combination Targets
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We believe that the operational and transactional experience of our\nmanagement team and members of our sponsor and their respective affiliates and related entities and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential business combination\ntargets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers,\nfinancing sources and target management teams. Our management team and members of our sponsor and their respective affiliates and related entities have significant experience in executing transactions under varying economic and financial market\nconditions. We believe that these networks of relationships and this experience will provide us with important sources of investment opportunities. In addition, we anticipate that target business
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\n\n\n \ncandidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. We currently anticipate that Investcorp may, from time to time, assist us in the identification of assets or companies that may be appropriate acquisition targets, and while we may also\ndraw upon Investcorp’s platforms, infrastructure, personnel, network and relationships to provide access to deal prospects, along with any necessary resources to aid in the identification, diligence, and fundraising of a target for the initial\nbusiness combination, Investcorp is not obligated to identify any such target assets or companies or to perform due diligence on any acquisition targets. Any such activities are solely the responsibility of our management team.
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We are not prohibited from pursuing an initial business combination\nwith a business combination target that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities) or making the acquisition through a joint venture or other form of shared ownership with our sponsor,\nofficers or directors (or their respective affiliates or related entities). In the event we seek to complete our initial business combination with or through such an affiliated target or joint venture, we, or a committee of independent\ndirectors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial\nbusiness combination is fair to us financially. We are not required to obtain such an opinion in any other context. As more fully discussed in “Management — Conflicts of Interest,” if any of our officers or directors becomes\naware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to\nsuch entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that\nmay take priority over their duties to us.
Other Acquisition Considerations\n
In addition to our sponsor, members of our management team may\ndirectly or indirectly own our ordinary shares and/or private placement shares following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to\neffectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors\nwas included by a target business as a condition to any agreement with respect to our initial business combination.
\nEach of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or\ncontractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of\nour officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual\nobligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary\nduties under Cayman Islands law, no director or officer shall be disqualified or prevented from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any director shall have an\ninterest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any vote\nthereon by the board of directors. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination.
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Certain of our officers and directors are employed by or affiliated\nwith Investcorp. Each of these entities is continually made aware of potential investment opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any\nprospective target
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\n\n\n \nbusiness or had any discussions, formal or otherwise, with respect to a business combination transaction with any prospective target business. Investcorp does not have any obligation or duty to\nus or to our shareholders, including without limitation any obligation or duty to present us with any opportunity for a potential business combination of which they become aware.
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Our officers and directors may become an officer or director of another\nspecial purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), even before we enter a definitive agreement regarding our initial business combination.\n
Initial Business Combination
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Nasdaq rules require that our initial business combination must occur\nwith one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive\nagreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment\nbanking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm with respect to the satisfaction of such criteria. We do not intend to purchase\nmultiple businesses in unrelated industries in conjunction with our initial business combination. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.
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Unless we complete our initial business combination with an affiliated\nentity, or our board of directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly\nrenders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our\nshareholders will be relying on the business judgment of our board of directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may\nvary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.
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We anticipate structuring our initial business combination so that the\npost-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the\npost-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only complete such\nbusiness combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to\nregister as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior\nto the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which\nwe issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares and/or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a\nresult of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination.\nIf less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of\nthe 80% of net assets test. If our initial business combination
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\n\n\n \ninvolves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not listed on the Nasdaq after this\noffering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on the Nasdaq at the time of our initial business combination.
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Prior to the date of this prospectus, we will file a Registration\nStatement 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\nExchange 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.
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Status as a Public Company
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We believe our structure will make us an attractive business\ncombination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination. In this situation, the owners of the target\nbusiness would exchange their equity interests, shares and/or shares of stock in the target business for our shares or for a combination of our shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although\nthere are various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering. In a\ntypical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent in connection with a business combination with us.
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Furthermore, once a proposed business combination is completed, the\ntarget 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\nfrom occurring. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests. It can offer further benefits by\naugmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
\nWhile we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential\ntarget businesses may have a negative view of us since we are a blank check company, without an operating history, and there is uncertainty relating to our ability to obtain shareholder approval of our proposed initial business combination and\nretain sufficient funds in our trust account in connection therewith.
\nWe are an “emerging growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of\n(1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this 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\nlarge accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued\nmore than $1.0 billion in non-convertible debt securities during the prior three-year period.
\nWe are a Cayman Islands exempted company incorporated on February 19, 2021 under the name Investcorp-SPH Acquisition Corp. On February 23,\n2021, we changed our name to Investcorp Acquisition Corp., and on January 11, 2022, we further changed our name to Investcorp India Acquisition Corp. Our executive offices are located at Century Yard, Cricket Square, Elgin Avenue, PO Box 1111,\nGeorge Town, Grand Cayman, Cayman Islands KY1-1102, and our telephone number is +1 (345) 949-5122.
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\n\n\n Financial Position
\nWith funds available for a business combination initially in the amount of $226,025,000 assuming no redemptions and after payment of $7,875,000\nof deferred underwriting fees (or $259,606,250 assuming no redemptions and after payment of up to $9,056,250 of deferred underwriting fees if the underwriters’ over-allotment option is exercised in full), in each case before fees and expenses\nassociated with our initial business combination, we offer a target 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\nbalance 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\nthat will allow us to tailor the consideration to be paid to the target 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.
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Effecting Our Initial Business Combination
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We are not presently engaged in, and we will not engage in, any\noperations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, our shares, debt\nor a combination of these as the consideration to be paid in our initial business combination. We may, although we do not currently intend to, seek to complete our initial business combination with a company or business that may be financially\nunstable or in its early stages of development or growth, start-up companies or companies with speculative business plans or excess leverage, which would subject us to the numerous risks inherent in such\ncompanies and businesses.
If we anticipate that we may not be\nable to consummate our initial business combination within 15 months, we may, but are not obligated to, extend the period of time to consummate a business combination by an additional three months on two separate occasions (for a total of up to 21\nmonths to complete a business combination). Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date\nof this prospectus, in order to extend the time available for us to consummate our initial business combination, our sponsor (or its affiliates or designees), upon five days advance notice prior to the applicable deadline, must deposit into the\ntrust account for each three-month extension (of which there may be no more than two such extensions) $2,250,000 or $2,587,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the\ndate of the applicable deadline. Any such payments would be funded from the proceeds of a non-interest bearing loan between our sponsor and us. Such loan may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender.\nThe terms of the warrants would be identical to the terms of the private placement warrants. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. The letter\nagreement with our initial shareholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans in the event that we do not complete a business combination. Our public shareholders will not be\nafforded an opportunity to vote on our extensions of time to consummate an initial business combination or redeem their shares in connection with such extensions. In the event that we determine to effect an extension, we intend to issue a press\nrelease announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor\nand their affiliates or designees are not obligated to enter into any such loan agreement with us that would allow us to fund the trust account to extend the time for us to complete our initial business combination.
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If our initial business combination is paid for using equity or debt\nsecurities, 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\nof the cash
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\n\n\n \nreleased to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest\ndue on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
\nWe may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial\nbusiness combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account.
\nIn the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy\nmaterials disclosing the business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through\nloans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.
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Selection of a Target Business and Structuring of Our Initial Business Combination\n
Nasdaq rules require that our initial business combination\nmust occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a\ndefinitive agreement in connection with our initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community,\nsuch as discounted cash flow valuation or value of comparable businesses. Our shareholders will be relying on the business judgment of our board of directors, which will have significant discretion in choosing the standard used to establish the fair\nmarket value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to\nour initial business combination.
If our board is not able to\nindependently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we\nare seeking to acquire or an independent accounting firm, with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to\nthese requirements, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another\nblank check company or a similar company with nominal operations.
\nIn any case, we will only complete an initial business combination in which we own or acquire 50% or more of the issued and outstanding voting\nsecurities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If we own or acquire less than 100% of the equity\ninterests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be valued for purposes of the 80% of net assets test. There is no basis for\ninvestors in this offering to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination.
\nTo the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of\ndevelopment or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly\nascertain or assess all significant risk factors.
In evaluating a\nprospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews,
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\n\n\n \ninspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us.
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The time required to select and evaluate a target business and to\nstructure 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 a prospective\ntarget 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.
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Lack of Business Diversification
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For an indefinite period of time after the completion of our initial\nbusiness 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\nindustries, 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\ndiversification may:
\n\n\n| | \n• | \n | \nsubject 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;\nand |
\n\n\n| | \n• | \n | \ncause us to depend on the marketing and sale of a single product or limited number of products or services. |
\nLimited Ability to Evaluate the Target’s Management Team
\nAlthough we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our\ninitial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a\npublic company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our directors will remain associated in some\ncapacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management\nteam will have significant experience or knowledge relating to the operations of the particular target business.
\nWe cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The\ndetermination 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.
\nFollowing our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target\nbusiness. 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.
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Shareholders May Not Have the Ability to Approve Our Initial Business Combination\n
We may conduct redemptions without a shareholder vote pursuant\nto the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement,\nor we may decide to seek shareholder approval for business or other reasons.
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\n\n\n Under Nasdaq’s listing rules, shareholder approval would be required for our initial\nbusiness combination if, for example:
\n\n\n| | \n• | \n | \nwe 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\nequal to or in excess of 20% of the voting power then issued and outstanding; |
\n\n\n| | \n• | \n | \nany of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target\nbusiness or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or |
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\n\n\n| | \n• | \n | \nthe issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
\nThe Companies Act and Cayman Islands law do not currently require, and we are not aware of any other applicable law that will require,\nshareholder approval of our initial business combination.
The\ndecision 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\nreasons, which include a variety of factors, including, but not limited to:
\n\n\n| | \n• | \n | \nthe 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\nat a disadvantage in the transaction or result in other additional burdens on the company; |
\n\n\n| | \n• | \n | \nthe expected cost of holding a shareholder vote; |
\n\n\n| | \n• | \n | \nthe risk that the shareholders would fail to approve the proposed business combination; |
\n\n\n| | \n• | \n | \nother time and budget constraints of the company; and |
\n\n\n| | \n• | \n | \nadditional 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
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In the event we seek shareholder approval of our initial business\ncombination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial shareholders, directors, officers, advisors or any of their affiliates may purchase public shares or\npublic warrants or a combination thereof 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 or duty to do so. There is no\nlimit on the number of shares or warrants such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem\nits shares in connection with our initial business combination. However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the\nevent our initial shareholders, directors, officers, advisors or any of their affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of\ninfluencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase public shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from\nmaking 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. Subsequent\nto the consummation of this offering, we will adopt an insider trading policy which will require insiders to (1) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information and (2) to clear certain trades prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule\n10b5-1 plan, as it will be dependent upon several factors, including but not
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\n\n\n \nlimited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1\nplan or determine that such a plan is not necessary.
In the event\nthat our sponsor, directors, officers, advisors or any of their affiliates purchase public shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote\nagainst 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\npurchases, 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\nany such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
\nThe purpose of such purchases could be to (1) vote such shares in favor of the business combination and thereby increase the likelihood of\nobtaining shareholder approval of our initial business combination, (2) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business\ncombination, where it appears that such requirement would otherwise not be met or (3) 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\ninitial 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.
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In addition, if such purchases are made, the public “float”\nof our securities 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.
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Our sponsor, officers, directors, advisors and/or any of their\naffiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors, advisors or any of their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our\nreceipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or any of their affiliates enter\ninto a private purchase, they would identify and contact only potential selling 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. Such\npersons would select the shareholders from whom to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid\nin any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. Our sponsor, officers, directors, advisors or any of their\naffiliates will purchase shares only if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.
\nAny purchases by our sponsor, officers, directors and/or any of their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will be made only to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for\nmanipulation under Section 9(a)(2) of, and Rule 10b-5 under, the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order\nfor the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or any of their affiliates will be restricted from making purchases of ordinary shares if such purchases would violate Section 9(a)(2) of, or Rule 10b-5 under, the Exchange Act.
Redemption\nRights for Public Shareholders Upon Completion of Our Initial Business Combination
\nWe will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the\ncompletion 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 as of two business days prior to the\n
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\n\n\n \nconsummation of the initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to\nthe limitations described herein. At the completion of our initial business combination, we will be required to purchase any Class A ordinary shares properly delivered for redemption and not withdrawn. The amount in the trust account is\ninitially anticipated to be $10.30 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\npay to the underwriters. Our initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares held by them in connection\nwith (1) the completion of our initial business combination and (2) 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\nobligation 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\ncombination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) or (B) with respect to any other provision relating to the rights of\nholders of our Class A ordinary shares or pre-initial business combination activity. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with\nrespect to public shares acquired by them, if any. Permitted transferees of our initial shareholders, officers or directors will be subject to the same obligations.
\nManner of Conducting Redemptions
\nWe will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our\ninitial business combination either (1) in connection with a general meeting called to approve the business combination or (2) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business\ncombination 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\napproval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive, amalgamations pursuant to a\nscheme of arrangement 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\ncurrently intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange listing requirement or we choose to seek shareholder\napproval for business or other reasons.
If a shareholder vote is\nnot required and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association:
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\n\n\n| | \n• | \n | \nconduct the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers; and |
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\n\n\n| | \n• | \n | \nfile 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\nredemption rights as is required under Regulation 14A under the Exchange Act, which regulates the solicitation of proxies. |
\nUpon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and\nour sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule\n14e-5 under the Exchange Act.
\nIn 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\naccordance with Rule 14e-1(a) under the Exchange Act, and we will not be
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\n\n\n \npermitted 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\nthan a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less\nthan $5,000,001 upon completion of our initial business combination (so that we do not then become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement that may be contained in the agreement\nrelating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.
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If, however, shareholder approval of the transaction is required by\napplicable law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association:
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\n\n\n| | \n• | \n | \nconduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and\n |
\n\n\n| | \n• | \n | \nfile proxy materials with the SEC. |
\nWe expect that a final proxy statement would be mailed to public shareholders at least ten days prior to the shareholder vote. However, we\nexpect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required\nto do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration.
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In the event that we seek shareholder approval of our initial business\ncombination, 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.
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If we seek shareholder approval, we will complete our initial business\ncombination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, pursuant to\nthe terms of a letter agreement entered into with us, our initial shareholders have agreed (and their permitted transferees will agree) to vote their founder shares and any public shares held by them in favor of our initial business combination. Our\ndirectors and officers also have agreed to vote in favor of our initial business combination with respect to public shares acquired by them, if any. We expect that at the time of any shareholder vote relating to our initial business combination, our\ninitial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. Each public shareholder may elect to redeem their public shares without voting and, if they do vote,\nirrespective of whether they vote for or against the proposed business combination. In addition, our initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect\nto their founder shares and any public shares held by them in connection with the completion of a business combination. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to\npublic shares acquired by them, if any.
Our amended and restated\nmemorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon\ncompletion of our initial business combination (so that we do not then become subject to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement\npursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for\nworking capital or other general corporate purposes; or (3) the retention of cash to satisfy other conditions in accordance with the
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\n\n\n \nterms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all public shares that are validly submitted for redemption plus any\namount 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 such business combination or redeem any shares in connection therewith,\nand all public shares submitted for redemption will be returned to the holders thereof.
\nLimitation on Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval
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Notwithstanding the foregoing redemption rights, if we seek shareholder\napproval 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 will provide that\na 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\nredeeming its shares 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\ntheir redemption rights against a proposed business combination as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this\nprovision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our sponsor or its affiliates at a\npremium 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 this offering, we believe we will limit the ability of a small group of shareholders\nto unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount\nof cash. 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.
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Tendering Share Certificates in Connection With a Tender Offer or Redemption Rights\n
We may require our public shareholders seeking to exercise\ntheir redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed\nto such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The\nDepository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System at the holder’s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish\nto holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements, which may include the requirement a beneficial holder must identify\nitself 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 days prior to the vote on the business\ncombination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the\ncase of a shareholder vote, a final proxy statement would be mailed to public shareholders at least ten days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance\nof such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public\nshares.
There is a nominal cost associated with the\nabove-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 $80.00 and it would be up to the broker whether or not to pass this\ncost on to the redeeming holder.
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\n\n\n \nHowever, 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\nexercising redemption rights regardless of the timing of when such delivery must be effectuated.
\nThe foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with\ntheir 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\nthe 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\nownership. As a result, the shareholder then had an “option window” after the completion of our initial business combination during which he or she could monitor the price of the company’s shares in the market.
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If the price rose above the redemption price, he or she could sell his\nor 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\n“option” rights surviving past the completion of our initial business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming\nholder’s election to redeem is irrevocable once the business combination is approved.
\nAny request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date\nof the general meeting set forth in our proxy materials, as applicable. 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\nnot 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\ntheir shares will be distributed promptly after the completion of our initial business combination.
\nIf our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their\nredemption 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.
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If our initial proposed business combination is not completed, we may\ncontinue to try to complete a business combination with a different target until 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus).
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Redemption of Public Shares and Liquidation If No Initial Business Combination\n
Our sponsor, officers and directors have agreed that we will\nhave only 15 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 15-month period (or up to 21\nmonths, if we extend the time to complete a business combination as described in this prospectus), we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten\nbusiness days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of\ninterest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders\n(including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and\ndissolve, subject in each case 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,\nwhich will expire worthless if we fail to complete our initial business combination within the allotted time period.
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\n\n\n Our initial shareholders have entered into a letter agreement with us, pursuant to which they\nhave waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we\nextend the time to complete a business combination as described in this prospectus). However, if our initial shareholders acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public\nshares if we fail to complete our initial business combination within the allotted time period.
\nOur sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our\namended 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\nbusiness combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as\ndescribed in this prospectus) or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with\nthe 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\n(which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred\nunderwriting commissions, to be less than $5,000,001 upon completion of our initial business combination (so that we do not then become subject to the SEC’s “penny stock” rules).
\n
We expect that all costs and expenses associated with implementing\nour plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $2,150,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such\npurpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request\nthe trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
\nIf we were to expend all of the net proceeds of this offering and the sale of the private placement warrants, other than the proceeds deposited\nin 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 approximately $10.30.\nThe 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 substantially less than $10.30. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide\nfor all creditors’ claims.
Although we will seek to have\nall vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies\nheld 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\nincluding 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\nagainst our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available\nto it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible\ninstances where we may engage a third party that refuses to execute a waiver
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\n\n\n \ninclude the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to\nexecute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out\nof, 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 are unable to complete our initial business combination within the prescribed time\nframe, 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\nfollowing redemption. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with\nwhich we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.30 per public share or (2) such lesser amount per public share held in the trust account as of the date of the\nliquidation of the trust account, due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all\nrights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is\ndeemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its\nindemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations. None of our\nother officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
\nIn the event that the proceeds in the trust account are reduced below (1) $10.30 per public share or (2) such lesser amount per public\nshare held in the trust account as of the date of the liquidation of the trust account, due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that\nit 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\nindemnification 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\nexercising 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\nnot be substantially less than $10.30 per share.
We will seek to\nreduce 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 (other than our independent auditors), prospective target businesses or other entities\nwith 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\nthis offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to $1,400,000 from the proceeds of this offering and the sale of the private placement warrants, with which to pay any such\npotential 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\nand liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds from\nthe funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate\nof $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
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\n\n\n If we file a bankruptcy or winding-up petition or an\ninvoluntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and may be included in our\ninsolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.30 per share to our\npublic shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not\ndismissed, any distributions received by shareholders could be viewed under applicable debtor/ creditor and/or insolvency laws as a voidable performance. As a result, a bankruptcy or insolvency court could seek to recover some or all amounts\nreceived by our shareholders. Furthermore, our board 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\nshareholders 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.
\nOur public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) the completion of\nour initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (2) the redemption of any public shares\nproperly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the\nright 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 15 months from the closing of this offering (or up to 21\nmonths, if we extend the time to complete a business combination as described in this prospectus) or (B) with respect to any other provision relating to shareholders’ rights or pre- initial business\ncombination activity and (3) the redemption of our public shares if we are unable to complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business\ncombination as described in this prospectus), subject to applicable law and as further described herein. 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\napproval in connection with our initial business combination, a shareholder’s voting in connection with our initial business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share\nof the trust account. Such shareholder must have also exercised its redemption rights described above.
\nAmended and Restated Memorandum and Articles of Association
\nOur amended and restated memorandum and articles of association will contain certain requirements and restrictions relating to this offering\nthat will apply to us until the completion of our initial business combination. Our amended and restated memorandum and articles of association contains a provision which provides that, if we seek to amend our amended and restated memorandum and\narticles 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%\nof our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) or\n(B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, we will provide public shareholders with the opportunity to redeem their public\nshares in connection with any such amendment. Specifically, our amended and restated memorandum and articles of association will provide, among other things, that:
\n\n\n| | \n• | \n | \n prior to the completion of our initial business combination, we shall either (1) seek shareholder approval\nof our initial business combination at a general meeting called for such purpose at which public shareholders may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed\nbusiness combination, or (2) provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial |
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\n\n\n\n\n\n| | \n \nbusiness combination by means of a tender offer (and thereby avoid the need for a shareholder vote), in each in cash, for an amount payable in cash equal to the aggregate amount then on deposit\nin the trust account as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject\nto the limitations described herein; |
\n\n\n| | \n• | \n | \nwe will consummate our initial business combination only if we have net tangible assets, after payment of the deferred underwriting commissions, of at least $5,000,001 upon completion of our initial business combination\nand, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination; |
\n\n\n| | \n• | \n | \nif our initial business combination is not consummated within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus),\nthen our existence will terminate and we will distribute all amounts in the trust account; and |
\n\n\n| | \n• | \n | \nprior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares\n(a) on any initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 15 months from the\nclosing of this offering or (y) amend the foregoing provisions. |
\nThese provisions cannot be amended without the approval of holders of at least two-thirds of our\nordinary shares. In the event we seek shareholder approval in connection with our initial business combination, our amended and restated memorandum and articles of association will provide that we may consummate our initial business combination only\nif approved by a majority of the ordinary shares voted by our shareholders at a duly held general meeting.
\nAdditionally, our amended and restated memorandum and articles of association will provide that, prior to our initial business combination,\nonly holders of our founder shares will have the right to vote on the appointment of directors and that holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and\nrestated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in\nconnection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.
\n
Comparison of redemption or purchase prices in connection with our\ninitial business combination and if we fail to complete our initial business combination.
\nThe following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the\ncompletion of our initial business combination and if we are unable to complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as\ndescribed in this prospectus).
\n\n\n\n\n\n | \n\n | \n | \n\n | \n | \n\n | \n |
\n\n| | \n | \n Redemptions in \nConnection with our Initial\nBusiness Combination | \n | \n Other Permitted Purchases \nof Public Shares by our
Affiliates | \n | \n Redemptions if we fail to
Complete an Initial \nBusiness Combination |
\n\n\n\n| Calculation of redemption price | \n | \nRedemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a | \n | \nIf we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their affiliates may | \n | \nIf we are unable to complete our initial business combination within 15 months from the closing of this offering (or up to 21 |
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\n\n\n\n
\n\n\n\n\n\n\n\n\n | \n\n | \n | \n\n | \n | \n\n | \n |
\n\n\n| | \n | \n Redemptions in \nConnection with our Initial\nBusiness Combination | \n | \n Other Permitted Purchases \nof Public Shares by our
Affiliates | \n | \n Redemptions if we fail to
Complete an Initial \nBusiness Combination |
\n\n\n\n | \n | \nshareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for\ncash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.30 per share), including interest (which interest\nshall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets, after payment of the\ndeferred underwriting commissions, to be less than $5,000,001 upon completion of our initial business combination and any limitations (including, but not limited to, cash requirements) agreed to in connection with the negotiation of terms of a\nproposed business combination. | \n | \npurchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases will be made only to the extent such purchases are able to be\nmade in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) of, and Rule 10b-5 under, the Exchange Act. None\nof the funds in the trust account will be used to purchase shares in such transactions. | \n | \nmonths, if we extend the time to complete a business combination as described in this prospectus), we will redeem all public shares at a per-share price, payable in cash, equal to the\naggregate amount then on deposit in the trust account (which is initially anticipated to be $10.30 per share), including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided\nby the number of then issued and outstanding public shares. |
\n\n | \n | \n | \n |
\n\n| Impact to remaining shareholders | \n | \nThe redemptions in connection with our initial business combination will | \n | \nIf the permitted purchases described above are made, there | \n | \nThe redemption of our public shares if we fail to complete our initial |
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\n\n\n\n
\n\n\n\n\n\n\n\n\n | \n\n | \n | \n\n | \n | \n\n | \n |
\n\n\n| | \n | \n Redemptions in \nConnection with our Initial\nBusiness Combination | \n | \n Other Permitted Purchases \nof Public Shares by our
Affiliates | \n | \n Redemptions if we fail to
Complete an Initial \nBusiness Combination |
\n\n\n\n | \n | \nreduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay taxes (to the extent not paid from amounts accrued as interest\non the funds held in the trust account). | \n | \nwill be no impact to our remaining shareholders because the purchase price would not be paid by us. | \n | \nbusiness combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions. |
\n
Comparison of This Offering to Those of Blank Check\nCompanies Subject to Rule 419
The following table compares the\nterms of this offering to the terms of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes that the gross proceeds, underwriting commissions and underwriting expenses of our offering would be identical\nto those of an offering undertaken by a company subject to Rule 419, and that the underwriters will not exercise their over- allotment option. None of the provisions of Rule 419 apply to our offering.
\n
\n\n\n\n\n\n | \n\n | \n | \n\n | \n |
\n\n| | \n | \n Terms of Our Offering | \n | \n Terms Under a Rule 419 Offering |
\n\n\n\n| Escrow of offering proceeds | \n | \nThe rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. $231,750,000 of the net proceeds of this offering and the sale of\nthe private placement warrants will be deposited into a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. | \n | \nApproximately $215,437,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into\neither an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. |
\n\n | \n | \n |
\n\n| Investment of net Proceeds | \n | \n$231,750,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds\nmeeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct | \n | \nProceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or\ninterest by, the United States |
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\n\n\n\n\n\n\n\n\n | \n\n | \n | \n\n | \n |
\n\n\n| | \n | \n Terms of Our Offering | \n | \n Terms Under a Rule 419 Offering |
\n\n\n\n | \n | \nU.S. government treasury obligations. | \n | \n |
\n\n | \n | \n |
\n\n| Receipt of interest on escrowed funds | \n | \nInterest on proceeds from the trust account to be paid to shareholders is reduced by (1) any taxes paid or payable and (2) in the event of our liquidation for failure to complete our initial business combination within the\nallotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | \n | \nInterest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. |
\n\n | \n | \n |
\n\n| Limitation on fair value or net assets of target business | \n | \nThe rules of Nasdaq 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 value of the assets held in the trust account (excluding\nthe deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Notwithstanding the foregoing, if we are not\nthen listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of fair market value test. | \n | \nThe fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. |
\n\n| Trading of securities issues | \n | \nThe units will begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants constituting the units will begin separate trading on the\n52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Citigroup Global Markets Inc. and Jefferies LLC inform us of their\ndecision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when | \n | \nNo trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust\naccount. |
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\n\n\n\n\n\n\n\n\n | \n\n | \n | \n\n | \n |
\n\n\n| | \n | \n Terms of Our Offering | \n | \n Terms Under a Rule 419 Offering |
\n\n\n\n | \n | \nsuch separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters’ over-allotment option is exercised\nfollowing the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to\nreflect the exercise of the underwriters’ over-allotment option. | \n | \n |
\n\n | \n | \n |
\n\n| Exercise of warrants | \n | \nThe warrants cannot be exercised until 30 days after the completion of our initial business combination. | \n | \nThe warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. |
\n\n | \n | \n |
\n\n| Election to remain an investor | \n | \nWe will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the\ncompletion of our initial business combination, including interest, which interest shall be net of taxes payable, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by\napplicable law or stock exchange rules to hold a shareholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and\narticles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the | \n | \nA prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less\nthan 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the\nreturn of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow\naccount are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of\nthe |
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\n\n\n\n\n\n\n\n\n | \n\n | \n | \n\n | \n |
\n\n\n| | \n | \n Terms of Our Offering | \n | \n Terms Under a Rule 419 Offering |
\n\n\n\n | \n | \n initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder\nvote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will\nbe not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least ten days prior to the shareholder vote. However, we expect that a draft proxy statement would be made\navailable to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek shareholder approval, we will complete our initial business\ncombination only if we obtain an approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. Additionally, each public\nshareholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed business combination. \nAdditionally, each public shareholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or\nagainst the proposed transaction. | \n | \ninvestors and none of the securities are issued. |
\n\n | \n | \n |
\n\n| Business combination deadline | \n | \nIf we are unable to complete an initial business combination | \n | \nIf an acquisition has not been completed within 18 months |
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\n\n\n\n
\n\n\n\n\n\n\n\n\n | \n\n | \n | \n\n | \n |
\n\n\n| | \n | \n Terms of Our Offering | \n | \n Terms Under a Rule 419 Offering |
\n\n\n\n | \n | \nwithin 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus), we will (1) cease all operations except for the purpose of\nwinding up, (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount\nthen on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which\nredemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (3) as promptly as reasonably possible following such redemption, subject to\nthe approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | \n | \nafter the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. |
\n\n| Release of funds | \n | \nExcept with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to\noccur of: (1) the completion of our initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association\n(A) to modify the | \n | \nThe proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted\ntime. |
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\n\n\n\n
\n\n\n\n\n\n\n\n\n | \n\n | \n | \n\n | \n |
\n\n\n| | \n | \n Terms of Our Offering | \n | \n Terms Under a Rule 419 Offering |
\n\n\n\n | \n | \nsubstance 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\nnot complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) or (B) with respect to any other\nprovision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of our public shares if we are unable to complete our initial business combination\nwithin 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus), subject to applicable law. | \n | \n |
\n\n | \n | \n |
\n\n| Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this\noffering if we hold a shareholder vote | \n | \nIf 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\narticles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the\nExchange Act), will be restricted from seeking redemption rights with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering). Our public shareholders’ inability to redeem Excess Shares will reduce their\ninfluence over our ability to | \n | \nMost blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business\ncombination. |
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\n\n\n\n
\n\n\n\n\n\n\n\n\n | \n\n | \n | \n\n | \n |
\n\n\n| | \n | \n Terms of Our Offering | \n | \n Terms Under a Rule 419 Offering |
\n\n\n\n | \n | \ncomplete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. | \n | \n |
\n\n | \n | \n |
\n\n| Tendering share certificates in connection with a tender offer or redemption rights | \n | \nWe may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to\nthe date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver\ntheir shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to\nholders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have from the time we send out\nour tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its\nredemption rights. | \n | \nIn order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise\ntheir redemption rights. After the business combination was approved, the company would contact such shareholders to arrange for them to deliver their certificate to verify ownership. |
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Competition
\n
In identifying, evaluating and selecting a target business for our\ninitial 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, and operating businesses\nseeking 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,\ntechnical, human and other resources than us. Our ability to acquire larger target businesses will
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\n\n\n \nbe limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in\nconnection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and may not be viewed favorably by certain target businesses. This may place us at a\ncompetitive disadvantage in successfully negotiating an initial business combination.
\nConflicts of Interest
\nEach of our executive officers and certain of our directors have or may have fiduciary and contractual duties to certain companies in which\nthey have invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing it. However, we do not expect these duties to present a significant\nconflict of interest with our search for an initial business combination.
\nCertain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations\nto other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity\nthat is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject\nto their fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.
\n
Indemnity
\n
Our sponsor has agreed that it will be liable to us if and to the\nextent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in\nthe trust account to below (1) $10.30 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case\nnet of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of\nthis 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\nliability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our\nsponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations.
\nFacilities
\nWe currently maintain our executive offices at Century Yard, Cricket Square, Elgin Avenue, PO Box 1111, George Town KY1-1102, Grand Cayman, Cayman Islands. The cost for our use of this space is included in the $10,000 per month fee we will pay to our sponsor for office space, utilities and secretarial and administrative services.\nWe consider our current office space adequate for our current operations.
\nEmployees
\nWe currently have two officers and do not intend to have any full-time employees prior to the completion of our initial business combination.\nMembers of our management team are not obligated to devote any specific number of hours to our matters, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.\nThe amount of time that any such person will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.
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\n\n\n Periodic Reporting and Financial Information
\n
We will register our units, Class A ordinary shares and warrants\nunder 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\nstatements audited and reported on by our independent registered public auditors.
\nWe will provide shareholders with audited financial statements of the prospective target business as part of the tender offer materials or\nproxy solicitation materials sent to shareholders to assist them in assessing the target business. These financial statements may be required to be prepared in accordance with, or be reconciled to, U.S. GAAP or IFRS, depending on the circumstances\nand the historical financial statements may be required to be audited in accordance with PCAOB standards. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to\nprovide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. While this may limit the pool of potential\nbusiness combination candidates, we do not believe that this limitation will be material.
\nWe will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the\nSarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business\nmay 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\nand costs necessary to complete any such acquisition.
Prior to the\ndate of this prospectus, we will file 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\nrules 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\ncombination.
We are an “emerging growth company,” as\ndefined 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\n“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\ncompensation 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\npayments 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.
\n
In addition, Section 107 of the JOBS Act also provides that an\n“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\ncompany” 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.
\n
We will remain an emerging growth company until the earlier of\n(1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this 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\nlarge accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700,000,000 as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non- convertible debt during the prior three-year period.
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\n\n\n Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of\nRegulation 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\na smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that\nyear’s second fiscal quarter, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates\nequals or exceeds $700,000,000 as of the end of that year’s second fiscal quarter.
\nLegal Proceedings
\nThere is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in\ntheir capacity as such.
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\n\n\n MANAGEMENT
\n
Our directors, director nominees and executive officers are as follows:\n
\n\n\n\n\n\n | \n\n | \n | \n | \n | \n\n | \n |
\n\n| Name | \n | \nAge | \n | \n | \n Position |
\n\n\n\n| Nikhil Kalghatgi | \n | \n | \n37 | \n | \n | \nPrincipal Executive Officer and Director |
\n\n| Dean Clinton | \n | \n | \n51 | \n | \n | \nPrincipal Financial Officer and Director Nominee |
\n\n| Rishi Kapoor | \n | \n | \n54 | \n | \n | \nDirector |
\n\n| Kunal Bahl | \n | \n | \n37 | \n | \n | \nDirector Nominee |
\n\n| Girish Vanvari | \n | \n | \n48 | \n | \n | \nDirector Nominee |
\n\n| Ashwini Asokan | \n | \n | \n40 | \n | \n | \nDirector Nominee |
\n\n| Manpreet Singh | \n | \n | \n38 | \n | \n | \nDirector Nominee |
\n
Nikhil Kalghatgi, our Principal\nExecutive Officer and Director, has been the Head of Alternative Investments at S.P. Hinduja Banque Privee since 2020. He was previously a Partner at CoVenture primarily investing in high-yield asset-backed credit opportunities and creating\nquantitative trading strategies. CoVenture’s investment areas primarily included fintech, special situations and emerging assets. Mr. Kalghatgi was also a founding Partner at CoVenture Crypto, a multi-strategy cryptocurrency asset\nmanagement firm backed by SBI Holdings, with a quantitative trading fund, smart-beta fund and venture capital investments. Prior to this, he was a Partner at Vast Ventures, investing in early-stage and late-stage companies. He has invested across\ntechnology including space exploration, consumer, healthcare, software, and transportation. He has also previously been a Principal at Softbank, founder of Partner 6, investing in large-cap, value-based\nstrategies, and joined the founding team of Localytics building mobile analytics. He also spent several years in the military intelligence sector at the MITRE Corporation. Mr. Kalghatgi holds a Bachelor of Science and a Master’s degree in\nengineering from Tufts University and an MBA from Harvard Business School. Mr. Kalghatgi is well qualified to serve on our board due to his extensive experience in investment and mergers and acquisitions.
\n
Dean Clinton, our Principal Financial Officer and Director\nNominee, is the Cayman Islands Country Officer overseeing activities specific to Investcorp’s Cayman Islands operations. Mr. Clinton has been with Investcorp for more than 10 years having joined the company in 2010. Prior to his current\nrole, he was based in Bahrain as the Head of Operations for Investcorp’s hedge funds line of business. Prior to his tenure with Investcorp, Mr. Clinton worked within fund administration for Fortis Prime Fund Solutions as the Head of\nOperations for their Europe region, Mr. Clinton holds an Honours Bachelor of Accounting Science degree from the University of South Africa and is a member of the South African Institute of Chartered Accountants.
\n
Rishi Kapoor has served on our board of directors since March\n10, 2021. Mr. Kapoor has been the Co-Chief Executive Officer at Investcorp since 2015. He oversees the Firm’s private equity businesses in North America and India, as well as the real estate, credit\nmanagement, absolute returns and strategic capital businesses globally. He has held several leadership positions at Investcorp, including Senior Internal Auditor, Head of Applications Development, Head of Business Analysis, Planning and Reporting\nand Head of Financial Management. He was Investcorp’s Chief Financial Officer until 2015. He joined Investcorp in 1992 from Citicorp, where he spent four years as a project manager in Citicorp’s systems consulting subsidiary for global\nfinancial institutions. He holds a B. Tech in Electrical and Computer Engineering from the Indian Institute of Technology in Kanpur, India, and an MBA from Duke University. Mr. Kapoor is a member of Duke University’s Middle East regional\nadvisory board. He is also a member of the Board of Directors for National Bank of Bahrain, Gulf Air Group, Bahrain Airport Company and Gulf Aviation Academy. In 2019, Mr. Kapoor was recognized by Forbes Middle East as one of the top 10 Indian\nexecutives making an impact in the Middle East, and Top CEO Middle East recognized Mr. Kapoor as one of the top CEOs in the GCC financial services and investment sector. Mr. Kapoor is well qualified to serve on our board due to his\nextensive experience in investment and mergers and acquisitions experience in North America and India.
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\n\n\n Kunal Bahl will serve on our board of directors following the completion of this offering.\nMr. Bahl is the CEO and Co-founder of Snapdeal.com – India’s leading, value e-commerce marketplace. The company has raised capital from leading global\ninvestors such as Softbank, Temasek, Blackrock, Mr. Ratan Tata, Premji Invest, among others. Mr. Bahl is also an active early-stage investor through Titan Capital, having invested in 150+ technology companies in India, US and South\nEast Asia, across consumer internet, fintech, direct to consumer brands, AI and deep-tech. Some of his notable investments include Ola Cabs, Razorpay, Urban Company, Shadowfax, Mamaearth, among others. Previously, he has also worked with companies\nsuch as Deloitte Consulting and Microsoft in the U.S. Mr. Bahl is an engineer from the University of Pennsylvania and holds a business degree from The Wharton School, where he was part of the prestigious Management & Technology\nprogram. He has also been serving on the Board of Governors of Indian Council for Research on International Economic Relations (ICRIER), a leading economic think-tank based in New Delhi, since 2015. He is also a NASSCOM Executive Committee since\n2019. He is the current Chairman of CII National Committee. He serves as an Independent Director on the board of Piramal Enterprises Limited, a leading publicly listed India pharma and financial services conglomerate. He is also a part of the\nNational Startup Advisory Council, a Government constituted group to advise on promoting the Indian startup ecosystem. He has been the recipient of various awards including Ernst & Young Entrepreneur of the Year (Startup) (2014), Fortune\nGlobal 40 under 40 (2014), The Economic Times Entrepreneur of the Year (2015), The Joseph Wharton Award for Young Leadership (2018), and The Economic Times Comeback Award (2019), among others. Mr. Bahl is well qualified to serve on our board\ndue to his extensive experience in the technology industry and investment experience in North America, India and South East Asia.
\nGirish Vanvari will serve on our board of directors following the completion of this offering. Mr. Vanvari is the Founder of\nTransaction Square – a tax, regulatory and business advisory firm in India — where he has worked since 2018. He has over 27 years of consulting experience across multiple leading firms. He previously worked over 13 years with KPMG where he\nwas the National Leader for Tax in his last serving role and also part of the India Leadership Team at KPMG. In his role, he interacted extensively with business owners and leaders across sectors in India and overseas. Prior to KPMG, he was at\nArthur Andersen for over a decade. He has worked with many large multinationals and Indian promoter companies across many sectors advising them on various business, tax and regulatory issues. Mr. Vanvwari holds a Chartered Accountancy degree in\nIndia and a Bachelor’s degree from Narsee Monjee College of Commerce and Economics. Mr. Vanvari is well qualified to serve on our board due to his extensive experience in financial, tax and regulatory work.
\n
Ashwini Asokan will serve on our board of directors following\nthe completion of this offering. Ms. Asokan is the CEO and Co-founder of Mad Street Den (MSD) — one of the world’s foremost AI startups ushering in an era of AI-native and AI-first businesses around the globe. The company’s horizontal\nAI platform, Blox, is helping some of the world’s largest businesses across retail, healthcare, media, and finance industries to meaningfully adopt AI in their day-to-day operations. Ms. Asokan is known for her work in building some of the\nworld’s top AI talent. She is also an active early-stage investor with investments spanning deep tech, SaaS, life sciences and women-led businesses, besides also investing in early-stage VC funds. Ms. Asokan holds several patents across\ndisciplines and a range of awards, including Fortune’s 40 under 40 and Forbes women in power 2021. A graduate of Carnegie Mellon University, Ms. Asokan’s work over the last two decades sits at the intersection of Artificial\nIntelligence, Product Design and human-centric systems and processes. She has spent much of her career working on bringing AI from the Science and Tech labs of the world, applied meaningfully and made accessible to people across the globe.\nPrior to starting her own company, Ms. Asokan led Mobile Innovation efforts as part of Intel Labs in California, driving research and development of AI & mobile products.
\n
Manpreet Singh will serve on our board of directors following\nthe completion of this offering. Mr. Singh, CFA, is the founder and Chief Investment Officer of Singh Capital Partners (SCP), a multifamily office that directs investments into venture capital, private equity, and real estate. SCP invests capital on\nbehalf of Fortune 500 CXOs, unicorn founders, and operators and has executed investments in North America, Europe, and Asia. Mr. Singh has made over 50 private investments over the last decade including Baazarvoice, Alibaba, Uber, Spotify, Duo,\nPayTM, Impossible Foods, Cohesity, DocSend, SoFi, Carta, SpaceX, MindBody, Robinhood, and
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\n\n\n \nPostmates. Prior to starting SCP, Mr. Singh was the Co-Founder and President of TalkLocal, a venture backed local services marketplace that serviced customers in 49 states and placed over 2\nmillion calls to contractors. Prior to TalkLocal, Mr. Singh was the longest tenured employee at Profit Investment Management (PIM), a DC-based firm where he helped to grow assets under management from $20 million to over $2 billion through various\nroles in trading, marketing, research, investing, and operations. He was eventually responsible for managing over $1 billion invested across technology companies globally while at the firm. Mr. Singh serves on the boards of Acquco, US Inspect,\nSnowball Industries, Embrace Software, Shukr Investments, TalkLocal, the Suburban Hospital Foundation, and the Dingman Center at the Smith School of Business. Mr. Singh received his MBA from the Wharton School of Business in Entrepreneurship,\nFinance, and Real Estate. He also holds a B.S. in Finance with a citation in Entrepreneurship from the University of Maryland, College Park, and is a CFA charterholder.
\nNumber, Terms of Office and Election of Officers and Directors
\nUpon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist\nof seven members. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each (except for those directors appointed prior to our first annual general meeting) serving a two-year term. The term of office of the first class of directors will expire at our first annual general meeting, the term of office of the second class of directors will expire at our second annual general meeting\nand the term office of the third class of directors will expire at our third annual general meeting. We may not hold an annual general meeting until after we consummate our initial business combination (unless required by Nasdaq). Subject to any\nother special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our\nordinary shares (or, prior to our initial business combination, holders of our founder shares).
\nOur officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of\noffice. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association\nprovides that our officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be\ndetermined by the board of directors.
Director Independence
\n
The rules of Nasdaq require that a majority of our board of directors\nbe independent within one year of our initial public offering. An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company\n(either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have four\n“independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of this offering. Our board has determined that Messrs. Bahl, Singh and Vanvari and Ms. Asokan are independent directors under applicable\nSEC and Nasdaq rules.
Officer and Director Compensation
\n
None of our officers or directors have received or, prior to our\ninitial business combination, will receive any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the Nasdaq through the earlier of consummation of our initial business combination and our\nliquidation, we will reimburse our sponsor for office space, utilities and secretarial and administrative services provided to us in the amount of $10,000 per month. In addition, our sponsor, officers and directors, or any of their respective\naffiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as\n
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\n\n\n \nidentifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our\nsponsor, officers, directors or our or any of their affiliates.
\nAfter the completion of our initial business combination, directors or members of our management team who remain with us may be paid\nconsulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders\nin connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director\ncompensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors.
\n
We are not party to any agreements with our executive officers and\ndirectors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not\nbelieve that the ability of our management to remain with us after the completion of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.
\n
Committees of the Board of Directors
\n
Upon the effective date of the registration statement of which this\nprospectus forms a part, our board of directors will have three standing committees: an audit committee; a compensation committee; and a nominating and corporate governance committee, each comprised of independent directors. Each committee will\noperate under a charter that will be approved by our board and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering.
\n
Audit Committee
\n
Upon the effectiveness of the registration statement of which this\nprospectus forms a part, we will establish an audit committee of the board of directors, which will initially consist of three members. Mr. Vanvari, Ms. Asokan and Mr. Singh will serve on the audit committee and Mr. Singh will serve\nas chair.
Each member of the audit committee is or will be\nfinancially literate and our board of directors has determined that Mr. Singh qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.
\n
We will adopt an audit committee charter, which details the purpose and\nprincipal functions of the audit committee, including:
\n\n\n| | \n• | \n | \nassisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence\nand (4) the performance of our internal audit function and independent auditors; |
\n\n\n| | \n• | \n | \nthe appointment, compensation, retention, replacement and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |
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\n\n\n| | \n• | \n | \npre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm\nengaged by us and establishing pre-approval policies and procedures; |
\n\n\n| | \n• | \n | \nreviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; |
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\n\n\n| | \n• | \n | \nsetting clear hiring policies for employees or former employees of the independent auditors; |
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\n\n\n\n\n\n| | \n• | \n | \nsetting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
\n\n\n| | \n• | \n | \nobtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the\nmost recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by\nthe firm and any steps taken to deal with such issues; |
\n\n\n| | \n• | \n | \nmeeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under\n“Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
\n\n\n| | \n• | \n | \nreviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into\nsuch transaction; and |
\n\n\n| | \n• | \n | \nreviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any\nemployee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the\nSEC or other regulatory authorities. |
\nCompensation Committee
\nUpon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the\nboard of directors, which will initially consist of three members. Mr. Bahl, Ms. Asokan and Mr. Singh will serve on the compensation committee and Mr. Bahl will serve as chair of the compensation committee. We will adopt a compensation\ncommittee charter, which details the purpose and responsibility of the compensation committee, including:
\n\n\n| | \n• | \n | \nreviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals\nand objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
\n\n\n| | \n• | \n | \nreviewing and making recommendations to our board of directors with respect to the compensation and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;\n |
\n\n\n| | \n• | \n | \nreviewing our executive compensation policies and plans; |
\n\n\n| | \n• | \n | \nimplementing and administering our incentive compensation equity-based remuneration plans; |
\n\n\n| | \n• | \n | \nassisting management in complying with our proxy statement and annual report disclosure requirements; |
\n\n\n| | \n• | \n | \napproving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
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\n\n\n| | \n• | \n | \nproducing a report on executive compensation to be included in our annual proxy statement; and |
\n\n\n| | \n• | \n | \nreviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
\nThe charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation\nconsultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant,\nexternal legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
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\n\n\n Nominating and Corporate Governance Committee
\n
Upon the effectiveness of the registration statement of which this\nprospectus forms a part, we will establish a nominating and corporate governance committee of the board of directors, which will initially consist of three members. Mr. Bahl, Ms. Asokan and Mr. Singh will serve on the nominating and corporate\ngovernance committee and Mr. Bahl will serve as chair of the nominating and corporate governance committee. We will adopt a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and\ncorporate governance committee, including:
\n\n\n| | \n• | \n | \nidentifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for appointment at\nthe annual general meeting or to fill vacancies on the board of directors; |
\n\n\n| | \n• | \n | \ndeveloping and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; |
\n\n\n| | \n• | \n | \ncoordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and |
\n
\n\n\n| | \n• | \n | \nreviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
\nThe charter will also provide that the nominating and corporate governance committee may, in their sole discretion, retain or obtain the advice\nof, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.
\n
We have not formally established any specific, minimum qualifications\nthat must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our\nbusiness, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.
\nCompensation Committee Interlocks and Insider Participation
\n
None of our officers currently serves, and in the past year has not\nserved, as a member of the board of directors or compensation committee of any entity that has one or more officers serving on our board of directors.
\nCode of Ethics
\nPrior to the effectiveness of the registration statement of which this prospectus is a part, we will have adopted a Code of Ethics applicable\nto our directors, officers and employees. We will file a copy of our form of Code of Ethics as an exhibit to the registration statement. You will be able to review these documents by accessing our public filings at the SEC’s website at\nwww.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. See “Where You Can Find Additional Information.” We intend to disclose any amendments to or waivers of certain provisions\nof our Code of Ethics on our website. The information included on our website is not incorporated by reference into this Form S-1 or in any other report or document we file with the SEC, and any\nreferences to our website are intended to be inactive textual references only.
\nConflicts of Interest
\nUnder Cayman Islands law, directors and officers owe the following fiduciary duties:
\n
\n\n\n| | \n• | \n | \nduty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
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\n\n\n\n\n\n| | \n• | \n | \nduty to exercise authority for the purpose for which it is conferred; |
\n\n\n| | \n• | \n | \nduty to not improperly fetter the exercise of future discretion; |
\n\n\n| | \n• | \n | \nduty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
\n
\n\n\n| | \n• | \n | \nduty to exercise independent judgment. |
\nIn addition to the above, directors also owe a duty of care, which is not fiduciary in nature. This duty has been defined as a requirement to\nact as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general\nknowledge, skill and experience which that director has.
As set\nout above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances\nwhat would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders; provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated\nmemorandum and articles of association or alternatively by shareholder approval at general meetings.
\nCertain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations\nto other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity\nthat is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject\nto their fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.
\n
Potential investors should also be aware of the following potential\nconflicts of interest:
None of our officers or directors is\nrequired to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.
\n\n\n| | \n• | \n | \nIn the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with\nwhich they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see “—\nDirectors and Executive Officers.” |
\n\n\n| | \n• | \n | \n Our initial shareholders have agreed to waive their redemption rights with respect to their founder shares and\nany public shares held by them in connection with the completion of our initial business combination. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired\nby them, if any. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination within 15 months after the closing of this offering\n(or up to 21 months, if we extend the time to complete a business combination as described in this prospectus). However, if our initial shareholders or any of our officers, directors or affiliates acquire public shares in or after this offering,\nthey will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the prescribed time frame. If we do not complete our initial business\ncombination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless.\nWith certain limited exceptions, |
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\n\n\n\n\n\n| | \n \nthe founder shares will not be transferable, assignable or salable by our initial shareholders until the earlier of (1) one year after the completion of our initial business combination and\n(2) the date on which we consummate a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange\ntheir ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share\nsub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period\ncommencing at least 120 days after our initial business combination, the founder shares will be released from the lock-up. With certain limited exceptions, the private placement warrants and the Class A\nordinary shares underlying such warrants, will not be transferable, assignable or salable by our sponsor until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly\nown ordinary shares and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business\ncombination. |
\n\n\n| | \n• | \n | \nOur officers and directors may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation\nfollowing our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination. |
\n
\n\n\n| | \n• | \n | \nOur officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target\nbusiness as a condition to any agreement with respect to our initial business combination. |
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\n\n\n The conflicts described above may not be resolved in our favor.
\n
Accordingly, as a result of multiple business affiliations, our\nofficers and directors have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Below is a table summarizing the entities to which our officers, directors and director\nnominees currently have fiduciary duties or contractual obligations:
\n\n\n\n\n\n | \n\n | \n | \n\n | \n | \n\n | \n |
\n\n| Individual | \n | \n Entity | \n | \n Entity’s Business | \n | \n Affiliation |
\n\n\n\n| Nikhil Kalghatgi | \n | \nSP Hinduja Banque Privee (Timeless Capital) | \n | \nFinancial Services | \n | \nHead of Alternative Investments |
\n\n | \n | \n | \n |
\n\n| Rishi Kapoor | \n | \n Investcorp Holdings B.S.C. | \n | \n Investment Firm | \n | \n Co-CEO |
\n\n| Kunal Bahl | \n | \n Snapdeal Private Limited (formerly Jasper Infotech Private Limited) \n Piramal Enterprises Limited | \n | \n E-commerce \n Global Business Conglomerate | \n | \n Co-founder, Director, and CEO \n Independent Director |
\n\n| Girish Vanvari | \n | \n Transaction Square LLP \nValuation Square LLP \nAurobindo Pharma Limited | \n | \n Financial Services \nFinancial Services \nPharmaceutical Manufacturing | \n | \n Founder \nFounder \nIndependent Director |
\n\n| Ashwini Asokan | \n | \nMad Street Den | \n | \nArtificial Intelligence | \n | \nCo-founder |
\n\n | \n | \n | \n |
\n\n| Manpreet Singh | \n | \n Singh Capital Partners, LLC \nSnowball Industries Inc. \nAcquco \nTalkLocal \nUS Inspect | \n | \n Investment Management \nHVAC \nAcquisition Company \nLocal Services Marketplace \nHome Inspection | \n | \n Chief Investment Officer \nDirector \nDirector \nDirector \nDirector |
\n
Accordingly, if any of the above\nofficers or directors become aware of a business combination opportunity which is suitable for any of the above entities to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor his or her fiduciary or\ncontractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity chooses not to pursue the opportunity, subject to their fiduciary duties under Cayman Islands law. We do not believe,\nhowever, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to complete our initial business combination.
\nWe are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors.\nIn the event we seek to complete our initial business combination with such a company or business, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking firm or an independent\nvaluation or appraisal firm, that such an initial business combination is fair to us from a financial point of view.
\nIn addition, our sponsor or any of its affiliates may make additional investments in the company in connection with the initial business\ncombination, although our sponsor and its affiliates have no obligation or current intention to do so. If our sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence our sponsor’s\nmotivation to complete an initial business combination.
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\n\n\n\n
\n\n\n In the event that we submit our initial business combination to our public shareholders for a\nvote, our initial shareholders have agreed, pursuant to the terms of a letter agreement entered into with us, to vote their founder shares (and their permitted transferees will agree) and any public shares held by them in favor of our initial\nbusiness combination. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any.
\n
Limitation on Liability and Indemnification of Officers and Directors
\n
Cayman Islands law does not limit the extent to which a company’s\nmemorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification\nagainst willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law,\nincluding for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.
\nWe may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of\ndefense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. We also intend to enter into indemnity agreements with them.
\n
Our officers and directors have agreed to waive any right, title,\ninterest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not\nseek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if we (i) have sufficient funds outside of the trust account or (ii) consummate an initial\nbusiness combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of\nderivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the\ncosts of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
\nWe believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced\nofficers and directors.
Insofar as indemnification for liabilities\narising under the Securities Act may be permitted to directors and officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as\nexpressed in the Securities Act and is therefore unenforceable.
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\n\n\n PRINCIPAL SHAREHOLDERS
\n
The following table sets forth information regarding the beneficial\nownership of our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of our Class A ordinary shares included in the units offered by this prospectus, and assuming no purchase of units in this offering, by:\n
\n\n\n| | \n• | \n | \neach person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
\n\n\n| | \n• | \n | \neach of our officers, directors and director nominees; and |
\n\n\n| | \n• | \n | \nall our directors, director nominees and officers as a group. |
\nUnless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary\nshares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this prospectus.
\n
The post-offering ownership percentage column below assumes that\nthe underwriters do not exercise their over-allotment option, that our sponsor forfeits 843,750 founder shares and that there are 22,500,000 ordinary shares issued and outstanding after this offering and excludes the ordinary shares underlying the\nunits that will be purchased in this offering by affiliates of our sponsor.
\n\n\n\n\n\n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n |
\n\n| | \n | \nNumber of Class A
Shares Beneficially
Owned(2) | \n | \n | \nApproximate Percentage of
Issued and Outstanding
Ordinary Shares | \n |
\n\n| Name and Address of Beneficial Owner(1) | \n | \nBefore
Offering | \n | \n | \nAfter
Offering | \n |
\n\n\n\n| ICE I Holdings Pte. Ltd. (our\nsponsor)(3) | \n | \n | \n6,468,750 | \n(4) | \n | \n | \n100 | \n% | \n | \n | \n20 | \n% |
\n\n| Nikhil Kalghatgi | \n | \n | \n— | \n | \n | \n | \n— | \n | \n | \n | \n— | \n |
\n\n| Dean Clinton | \n | \n | \n— | \n | \n | \n | \n— | \n | \n | \n | \n— | \n |
\n\n| Rishi Kapoor | \n | \n | \n— | \n | \n | \n | \n— | \n | \n | \n | \n— | \n |
\n\n| Kunal Bahl | \n | \n | \n— | \n | \n | \n | \n— | \n | \n | \n | \n— | \n |
\n\n| Girish Vanvari | \n | \n | \n— | \n | \n | \n | \n— | \n | \n | \n | \n— | \n |
\n\n| Ashwini Asokan | \n | \n | \n— | \n | \n | \n | \n— | \n | \n | \n | \n— | \n |
\n\n| Manpreet Singh | \n | \n | \n— | \n | \n | \n | \n— | \n | \n | \n | \n— | \n |
\n\n| All directors, director nominees and officers as a group (seven individuals) | \n | \n | \n— | \n | \n | \n | \n— | \n | \n | \n | \n— | \n |
\n
\n\n\n| * | \n | \nLess than one percent. |
\n\n\n| (1) | \n | \nUnless otherwise noted, the business address of each of the following entities or individuals is Century Yard, Cricket Square, PO Box 1111, Grand Cayman, Cayman Islands\nKY1-1102. |
\n\n\n| (2) | \n | \nInterests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares on the first business day following the completion\nof our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Description of Securities —\nFounder Shares.” |
\n\n\n| (3) | \n | \nICE I Holdings Pte. Ltd. is the record holder of the shares reported herein. Our sponsor is governed by a board of directors consisting of Ayman Al Arrayad and Yongky Oktavianto. Yongky Oktavianto is responsible\nfor day-to-day management of ICE I Holdings Pte. Ltd. Yongky Oktavianto has voting and investment discretion for and on behalf of ICE I Holdings Pte. Ltd. with\nrespect to the ordinary shares held of record by ICE I Holdings Pte. Ltd. |
\n\n\n| (4) | \n | \nIncludes up to 843,750 founder shares that are subject to forfeiture to the extent to which the underwriters’ over-allotment option is not exercised. |
\n
Immediately after this offering, our initial shareholders will\nbeneficially own 20.0% of the then issued and outstanding ordinary shares (assuming our initial shareholders do not purchase any units in this offering). Prior to
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\n\n\n\n
\n\n\n \nour initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors, and holders of a majority of our founder shares may remove a\nmember of the board of directors for any reason. In addition, because of their ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including\namendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions.
\nOur sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 14,400,000 (or 16,087,500 if the underwriters’\nover-allotment option is exercised in full) private placement warrants at a price of $1.00 per warrant ($14,400,000 in the aggregate or $16,087,500 in the aggregate if the underwriters’ over-allotment option is exercised in full) in a private\nplacement that will occur simultaneously with the closing of this offering. Each private placement warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. The\npurchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21\nmonths, if we extend the time to complete a business combination as described in this prospectus), the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the\nprivate placement warrants will expire worthless. The private placement warrants are subject to the transfer restrictions described below. The private placement warrants will not be redeemable by us so long as they are held by our sponsor or its\npermitted transferees. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the\nwarrants included in the units being sold in this offering. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering.
\n
Our sponsor and our officers and directors are deemed to be our\n“promoters” as such term is defined under the federal securities laws. See “Certain Relationships and Related Party Transactions” for additional information regarding our relationships with our promoters.
\n
Transfers of Founder Shares and Private Placement Warrants
\n
The founder shares, private placement warrants, any warrants that may\nbe issued upon conversion of working capital loans and extension loans and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to\nlock-up provisions in the letter agreement with us to be entered into by our initial shareholders. Those lock-up provisions provide that such securities are not\ntransferable or salable (1) in the case of the founder shares, until the earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last\nreported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations,\nrecapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after our initial business combination, or (y) the date following the completion of\nour initial business combination on which we complete a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary\nshares for cash, securities or other property, and (2) in the case of the private placement warrants and the respective Class A ordinary shares underlying such warrants, until 30 days after the completion of our initial business\ncombination, except in each case (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our sponsor, or any affiliates of our sponsor, (b) in the case of an individual, by\ngift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an\nindividual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; I by private sales or transfers made in connection with the consummation\nof a business combination at prices no greater than the price at which the securities were originally purchased; (f) in the event
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\n\n\n \nof our liquidation prior to our completion of our initial business combination; (g) by virtue of the laws of the Cayman Islands or our sponsor’s memorandum and articles of association,\nas amended, upon dissolution of our sponsor; (h) in the event of our completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of our shareholders having the right to\nexchange their Class A ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination; (i) as a distribution to limited partners, members or shareholders of our sponsor; (j) to\nany of our initial shareholders’ affiliates, to any investment fund or other entity controlled or managed by any of our initial shareholders, or to any investment manager or investment advisor of any of our initial shareholders, or an affiliate\nof any such investment manager or investment advisor; (k) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (j); or (l) pursuant to an order of a court or\nregulatory agency; provided, however, that in the case of clauses (a) through (e) and (g) through (l) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.
\n
Registration Rights
\n
The holders of the founder shares, private placement warrants and any\nwarrants that may be issued on conversion of working capital loans and extension loans (and any ordinary shares issuable upon the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans and\nextension loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of this offering requiring us to register\nsuch securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that we register such securities. In addition, the holders have certain “piggy-back”\nregistration rights with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.\nHowever, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable\nlock-up period, which occurs (1) in the case of the founder shares, on the earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our initial\nbusiness combination, (x) if the last reported sale price of ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions,\nreorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after our initial business combination, or (y) the date following the\ncompletion of our initial business combination on which we complete a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their\nordinary shares for cash, securities or other property, and (2) in the case of the private placement warrants and the respective ordinary shares underlying such warrants, 30 days after the completion of our initial business combination. We will\nbear the expenses incurred in connection with the filing of any such registration statements.
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\n\n\n CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
\n
On March 12, 2021, our sponsor purchased 7,187,500 founder\nshares for an aggregate purchase price of $25,000, or approximately $0.0035 per share. In March 2022, our sponsor surrendered, for no consideration, 718,750 founder shares, resulting in our sponsor holding 6,468,750 founder shares for an aggregate\npurchase price of $25,000 or approximately $0.0348 per share. Our initial shareholders will collectively own 20% of our issued and outstanding shares after this offering (assuming our initial shareholders do not purchase any units in this offering).\nIf we increase or decrease the size of this offering, we will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our ordinary shares immediately prior to the consummation of this\noffering in such amount as to maintain the ownership of founder shares by our initial shareholders prior to this offering at 20% of our issued and outstanding ordinary shares upon the consummation of this offering (assuming our initial shareholders\ndo not purchase any units in this offering).
Our sponsor has\ncommitted, pursuant to a written agreement, to purchase an aggregate of 14,400,000 (or 16,087,500 if the underwriters’ over-allotment option is exercised in full) private placement warrants for a purchase price of $1.00 per warrant in a private\nplacement that will occur simultaneously with the closing of this offering. Each private placement warrant may be exercised for one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. The private\nplacement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion of our\ninitial business combination.
As more fully discussed in\n“Management — Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or\ncontractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Certain of our officers and directors presently have, and any of them\nin the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity.
\n
Our sponsor, officers and directors, or any of their respective\naffiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and\nperforming due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or any of their affiliates and will determine which expenses and\nthe amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with\nactivities on our behalf.
We have also agreed to pay our sponsor a\ntotal of $10,000 per month for office space, utilities and secretarial and administrative services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
\n
Our sponsor has agreed to loan us up to $300,000 under an unsecured\npromissory note to be used for a portion of the expenses of this offering. These loans will be repaid upon completion of this offering out of the $1,000,000 of offering proceeds that has been allocated for the payment of offering expenses (other\nthan underwriting commissions) not held in the trust account. The value of our sponsor’s interest in this loan transaction corresponds to the principal amount outstanding under any such loan. As of December 31, 2021, we have not drawn under the\npromissory note with our sponsor.
In addition, in order to finance\ntransaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Any such loans may be\nrepaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $3,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of\nthe lender. The warrants would
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\n\n\n\n
\n\n\n \nbe identical to the private placement warrants issued to our sponsor. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do\nnot expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust\naccount.
If we anticipate that we may not be able to\nconsummate our initial business combination within 15 months, we may, but are not obligated to, extend the period of time to consummate a business combination by an additional three months on two separate occasions (for a total of up to 21 months to\ncomplete a business combination). Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this\nprospectus, in order to extend the time available for us to consummate our initial business combination, our sponsor (or its affiliates or designees), upon five days advance notice prior to the applicable deadline, must deposit into the trust\naccount for each three-month extension (of which there may be no more than two such extensions) $2,250,000 or $2,587,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the date\nof the applicable deadline. Any such payments would be funded from the proceeds of a non-interest bearing loan between our sponsor and us. Such loan may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The\nterms of the warrants would be identical to the terms of the private placement warrants. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. The letter\nagreement with our initial shareholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans in the event that we do not complete a business combination. Our public shareholders will not be\nafforded an opportunity to vote on our extensions of time to consummate an initial business combination or redeem their shares in connection with such extensions. In the event that we determine to effect an extension, we intend to issue a press\nrelease announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor\nand their affiliates or designees are not obligated to enter into any such loan agreement with us that would allow us to fund the trust account to extend the time for us to complete our initial business combination.
\n
After our initial business combination, members of our management team\nwho remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as\napplicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination,\nas applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
\nWe have entered into a registration and shareholder rights agreement with respect to the founder shares, private placement warrants and\nwarrants issued upon conversion of working capital loans and extension loans (if any), which is described under the heading “Principal Shareholders — Registration Rights.”
\n
Related Party Policy
\n
We have not yet adopted a formal policy for the review, approval or\nratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.
\nPrior to the consummation of this offering, we will adopt a code of ethics requiring us to avoid, wherever possible, all conflicts of\ninterests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will\ninclude any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. A form of the code of ethics that we plan to adopt prior to the consummation of this offering is filed as\nan exhibit to the registration statement of which this prospectus is a part.
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\n\n\n In addition, our audit committee, pursuant to a written charter that we will adopt prior to the\nconsummation of this offering, will be responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a\nmeeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the\nmembers of the audit committee will be required to approve a related party transaction. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or any of their affiliates.
\n
These procedures are intended to determine whether any such related\nparty transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.
\nTo further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated\nwith any of our sponsor, officers or directors unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm or an independent valuation or appraisal firm that our initial\nbusiness combination is fair to us from a financial point of view. Furthermore, no finder’s fees, reimbursements or cash payments will be made by us to our sponsor, officers or directors, or our or any of their affiliates, for services rendered\nto us prior to or in connection with the completion of our initial business combination. However, the following payments will be made to our sponsor, officers or directors, or any of their affiliates, none of which will be made from the proceeds of\nthis offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination:
\n\n\n| | \n• | \n | \nrepayment of an aggregate of up to $300,000 in loans that may be made to us by our sponsor to cover offering-related and organizational expenses; |
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\n\n\n| | \n• | \n | \nreimbursement for office space, utilities and secretarial and administrative services provided to us by our sponsor, in the amount of $10,000 per month; |
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\n\n\n| | \n• | \n | \nreimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;\n |
\n\n\n| | \n• | \n | \nrepayment of up to $2,250,000 (or $2,587,500 if the underwriters’ over-allotment option is exercised in full) in non-interest bearing loans made by our sponsor to us for each three-month extension (of which there\nmay be no more than two such extensions) of the time that we have to consummate an initial business combination, which is due and payable upon the consummation of our initial business combination out of the proceeds of the trust account released to\nus, which amount may be converted into warrants at the price of $1.00 per warrant at the option of the lender; and |
\n\n\n| | \n• | \n | \nrepayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to\n$3,000,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. Except for the foregoing, the terms of such loans, if any, have not been determined nor have any written agreements been executed\nwith respect to such loans. |
The above payments\nmay be funded using the net proceeds of this offering and the sale of the private placement warrants not held in the trust account.
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\n\n\n DESCRIPTION OF SECURITIES
\n
We are a Cayman Islands exempted company (company number 371843) and\nour affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act and common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association which will be\nadopted upon the consummation of this offering, we will be authorized to issue 479,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares, as well as 1,000,000 preference shares, par value $0.0001 per share. The following\ndescription summarizes the material terms of our shares as set out more particularly in our amended and restated memorandum and articles of association. Because it is only a summary, it may not contain all the information that is important to you.\n
Units
\n
Each unit has an offering price of $10.00 and consists of one\nClass A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to\nadjustment as described in this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the company’s Class A ordinary shares. This means only a whole warrant may be exercised at\nany given time by a warrant holder.
The Class A ordinary\nshares and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day)\nunless Citigroup Global Markets Inc. and Jefferies LLC inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having\nissued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component\nsecurities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants\nwill trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.
\nIn no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet of the Company reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form\n8-K promptly after the closing of this offering which will include this audited balance sheet. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report\non Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’\nover-allotment option.
Ordinary Shares
\n
Prior to the date of this prospectus, there were 6,468,750\nClass B ordinary shares issued and outstanding, all of which were held of record by our sponsor, so that our sponsor will own 20% of our issued and outstanding shares after this offering (assuming our initial shareholder does not purchase any\nunits in this offering). Our sponsor will forfeit up to 843,750 Class B ordinary shares depending on the extent to which the underwriters’ over-allotment is not exercised. Upon the closing of this offering, 28,125,000 ordinary shares will\nbe issued and outstanding (assuming no exercise of the underwriters’ over-allotment option and forfeiture of 843,750 Class B ordinary shares by our sponsor) including:
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\n\n\n| | \n• | \n | \n22,500,000 Class A ordinary shares underlying the units being offered in this offering; and |
\n\n\n| | \n• | \n | \n5,625,500 Class B ordinary shares held by our initial shareholders. |
\nIf we increase or decrease the size of this offering, we will effect a capitalization or share repurchase or redemption or other appropriate\nmechanism, as applicable, with respect to our founder shares immediately prior
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\n\n\n \nto the consummation of this offering in such amount as to maintain the number of founder shares at 20% of our issued and outstanding ordinary shares upon the consummation of this offering.
\n
Class A ordinary shareholders and Class B ordinary\nshareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders, except as required by law; provided that, prior to our initial business combination, only holders of our Class B ordinary shares\nwill have the right to vote on the appointment of directors, and holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason. With respect to any other matter submitted to a vote of our\nshareholders, including any vote in connection with our initial business combination, except as required by law, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class. Unless\nspecified in the Companies Act, our amended and restated memorandum and articles of association or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted\non by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands law and pursuant to our amended and restated memorandum and articles of association; such actions include amending our amended and restated\nmemorandum and articles of association and approving a statutory merger or consolidation with another company. Directors are elected for a term of two years. There is no cumulative voting with respect to the appointment of directors, with the result\nthat the holders of more than 50% of the founder shares voted for the appointment of directors can elect all of the directors prior to our initial business combination. Our shareholders are entitled to receive ratable dividends when, as and if\ndeclared by the board of directors out of funds legally available therefor.
\nBecause our amended and restated memorandum and articles of association will authorize the issuance of up to 479,000,000 Class A ordinary\nshares, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which we are authorized to issue at the same time as our\nshareholders vote on the business combination to the extent we seek shareholder approval in connection with our initial business combination.
\nIn accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our\nfirst fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not\nbe afforded the opportunity to discuss company affairs with management.
\nWe will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our\ninitial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business\ncombination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. At the completion of our initial business combination,\nwe will be required to purchase any Class A ordinary shares properly delivered for redemption and not withdrawn. The amount in the trust account is initially anticipated to be $10.30 per public share. The\nper-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. Additionally, each public\nshareholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed business combination. Our initial shareholders have entered into a letter agreement with us,\npursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of our initial business combination. Our directors and officers have also\nentered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any. Permitted transferees of our initial shareholders, officers or directors will be subject to the same obligations.
\n
Unlike many blank check companies that hold shareholder votes and\nconduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash
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\n\n\n \nupon completion of such initial business combinations even when a vote is not required by applicable law or stock exchange listing requirements, if a shareholder vote is not required by\napplicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions\npursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated memorandum and articles of association will require these tender offer\ndocuments to contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is\nrequired by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation\npursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we obtain an approval of an ordinary resolution under Cayman Islands law, which\nrequires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. However, the participation of our sponsor, officers, directors, advisors or any of their affiliates in privately-negotiated\ntransactions (as described in this prospectus), if any, could result in the approval of our initial business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against such business combination. For\npurposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give not less than ten days nor\nmore than 60 days prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make\nit more likely that we will consummate our initial business combination.
\nIf we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business\ncombination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is\nacting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the ordinary shares sold in this offering, which we\nrefer 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. Our\nshareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment if they sell such Excess\nShares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we complete the business combination. As a result, such shareholders will continue to hold that number of\nshares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss.
\nIf we seek shareholder approval in connection with our initial business combination, our initial shareholders have agreed (and their permitted\ntransferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them in favor of our initial business combination. As a result, in addition to our initial\nshareholders’ founder shares, we would need 8,437,501, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,406,251, or 6.25% (assuming only the minimum number of shares\nrepresenting a quorum are voted and the over-allotment option is not exercised), of the 22,500,000 public shares sold in this offering to be voted in favor of a transaction (assuming all issued and outstanding shares are voted and the over-allotment\noption is not exercised), subject to any higher threshold as is required by Cayman Islands or other applicable law, in order to have such initial business combination approved. Our directors and officers have also entered into the letter agreement,\nimposing similar obligations on them with respect to public shares acquired by them, if any.
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\n\n\n Pursuant to our amended and restated memorandum and articles of association, if we are unable to\ncomplete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus), we will (1) cease all operations except\nfor the purpose of winding up, (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the\naggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public\nshares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) and (3) as promptly as reasonably possible following such\nredemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other\napplicable law. Our initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to\ncomplete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus). However, if our initial shareholders acquire\npublic shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed time period.
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In the event of a liquidation, dissolution or winding up of the company\nafter a business combination, our shareholders at such time will be entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any,\nhaving preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our shareholders with the opportunity\nto redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), upon the completion of our initial business\ncombination, subject to the limitations described herein.
Founder Shares\n
The founder shares are designated as Class B ordinary\nshares and are identical to the Class A ordinary shares included in the units being sold in this offering, and holders of founder shares have the same shareholder rights as public shareholders, except that: (1) prior to our initial\nbusiness combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; (2) the founder shares\nare subject to certain transfer restrictions, as described in more detail below; (3) our initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed to waive: (x) their redemption rights with\nrespect to their founder shares and any public shares held by them in connection with the completion of our initial business combination (and not seek to sell its shares to us in any tender offer we undertake in connection with our initial business\ncombination); (y) their redemption rights with respect to their founder shares and any public shares held by them in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association\n(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\nwe do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) or (B) with respect to any\nother provision relating to shareholders’ rights or pre-initial business combination activity; and (z) their rights to liquidating distributions from the trust account with respect to any founder\nshares they hold if we fail to complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) (although they\nwill be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete
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\n\n\n \nour initial business combination within the prescribed time frame); (4) the founder shares will automatically convert into our Class A ordinary shares as described below and (5) the\nfounder shares are entitled to registration rights. In addition, our directors and officers have also entered into the letter agreement with respect to public shares acquired by them, if any.
\n
The founder shares will automatically convert into Class A\nordinary shares on the first business day following the completion of our initial business combination on a one-for-one basis, subject to adjustment as provided herein.\nIn the case that additional Class A ordinary shares, or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in this offering and related to the\nclosing of our initial business combination, the ratio at which founder shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the\nnumber of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of our ordinary shares issued and\noutstanding upon the completion of this offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination (net of redemptions), excluding any\nClass A ordinary shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination and any private placement warrants issued to our sponsor, an affiliate of our sponsor or any of our officers or\ndirectors.
With certain limited exceptions, the founder shares\nare not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after\nthe completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period\ncommencing at least 120 days after our initial business combination, or (y) the date following the completion of our initial business combination on which we complete a liquidation, merger, amalgamation, share exchange, reorganization or other\nsimilar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Up to 843,750 founder shares will be forfeited for no consideration by our\nsponsor depending on the exercise of the over-allotment option.
Register\nof Members
Under Cayman Islands law, we must keep a register\nof members and there shall be entered therein:
\n\n\n| | \n• | \n | \nthe names and addresses of the members of the company, a statement of the shares held by each member, which: |
\n\n\n| | \no | \n | \ndistinguishes each share by its number (so long as the share has a number); |
\n\n\n| | \no | \n | \nconfirms the amount paid, or agreed to be considered as paid, on the shares of each member; |
\n\n\n| | \no | \n | \nconfirms the number and category of shares held by each member; and |
\n\n\n| | \no | \n | \nconfirms whether each relevant category of shares held by a member carries voting rights under the articles of association of the company, and if so, whether such voting rights are conditional; |
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\n\n\n| | \n• | \n | \nthe date on which the name of any person was entered on the register as a member; and |
\n\n\n| | \n• | \n | \nthe date on which any person ceased to be a member. |
\nFor these purposes, “voting rights” means rights conferred on shareholders in respect of their shares to vote at general meetings of\nthe company on all or substantially all matters. A voting right is conditional where the voting right arises only in certain circumstances.
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\n\n\n Under Cayman Islands law, the register of members of us is prima facie evidence of the matters\nset out therein (i.e., the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman Islands law to have legal title\nto the shares as set against its name in the register of members. Upon the closing of this public offering, the register of members will be immediately updated to reflect the issue of shares by us. Once our register of members has been updated, the\nshareholders recorded in the register of members will be deemed to have legal title to the shares set against their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination\non whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members\ndoes not reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect of our ordinary shares, then the validity of such shares may be subject to\nre-examination by a Cayman Islands court.
\nPreference Shares
\nOur amended and restated memorandum and articles of association will authorize 1,000,000 preference shares and will provide that preference\nshares may be issued from time to time in one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any\nqualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the\nvoting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of our board of directors to issue preference shares without shareholder approval could have the effect of delaying, deferring or\npreventing a change of control of us or the removal of existing management. We have no preference shares issued and outstanding at the date hereof. Although we do not currently intend to issue any preference shares, we cannot assure you that we will\nnot do so in the future. No preference shares are being issued or registered in this offering.
\nWarrants
\nPublic Shareholders’ Warrants
\nEach whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to\nadjustment as discussed below, at any time commencing on the later of one year from the closing of this offering and 30 days after the completion of our initial business combination, provided in each case that we have an effective registration\nstatement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the\ncircumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant\nholder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and\nonly whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00\np.m., New York City time, or earlier upon redemption or liquidation.
\nWe will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to\nsettle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying\nour obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and we will not be obligated to issue a
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\n\n\n\n
\n\n\n \nClass A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the\nsecurities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be\nentitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the\npurchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.
\nWe have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination,\nwe will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to\nbecome effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the\nwarrants expire or are redeemed, as specified in the warrant agreement; provided that 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\nof 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\nSection 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. If a registration statement covering the Class A ordinary shares issuable upon exercise of\nthe warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during\nany period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our\ncommercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of\nClass A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value”\n(defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for\nthe 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.
\nNo fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional\ninterest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class A\nordinary shares pursuant to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for a\nsecurity other than the Class A ordinary shares, the company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.
\n
A holder of a warrant may notify us in writing in the event it elects\nto be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual\nknowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the Class A ordinary shares issued and outstanding immediately after giving effect to such exercise.
\n
Redemptions of Warrants for Cash When the Price per\nClass A Ordinary Share Equals or Exceeds $18.00. Once the warrants become exercisable, we may call the warrants for redemption (except as described herein with respect to the private placement\nwarrants):
\n\n\n| | \n• | \n | \nin whole and not in part; |
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\n\n\n\n\n\n| | \n• | \n | \nat a price of $0.01 per warrant; |
\n\n\n| | \n• | \n | \nupon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
\n\n\n| | \n• | \n | \nif, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as\ndescribed under the heading “— Warrants — Public Shareholders’ Warrants —Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three business\ndays before we send to the notice of redemption to the warrant holders. |
\nIf and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the\nunderlying securities for sale under all applicable state securities laws.
\nWe have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a\nsignificant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled\nredemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described\nunder the heading “— Warrants — Public Shareholders’ Warrants — Anti-Dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.
\n
Redemption of warrants for Class A ordinary shares when the price\nper Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, we may redeem the outstanding warrants:
\n\n\n| | \n• | \n | \nin whole and not in part; |
\n\n\n| | \n• | \n | \nat $0.10 per warrant; |
\n\n\n| | \n• | \n | \nupon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by\nreference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described below; |
\n
\n\n\n| | \n• | \n | \nif, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a\nwarrant as described under the heading “— Warrants — Public Shareholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending\nthree trading days before we send the notice of redemption to the warrant holders; and |
\n\n\n| | \n• | \n | \nif the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send\nthe notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants —\nPublic Shareholders’ Warrants — Anti-Dilution Adjustments”) the private placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
\n
Beginning on the date the notice of redemption is given until the\nwarrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent the number of Class A ordinary shares that a warrant holder will receive upon such cashless exercise\nin connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A ordinary shares on the corresponding redemption date (assuming holders elect to exercise their warrants and\nsuch warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which\n
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\n\n\n\n
\n\n\n \nthe notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the\ntable below. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.
\n
Pursuant to the warrant agreement, references above to Class A\nordinary shares shall include a security other than Class A ordinary shares into which the Class A ordinary shares have been converted or exchanged for in the event we are not the surviving company in our initial business combination. The\nnumbers in the table below will not be adjusted when determining the number of Class A ordinary shares to be issued upon exercise of the warrants if we are not the surviving entity following our initial business combination.
\n
The share prices set forth in the column headings of the table below\nwill be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price of a warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments” below. If the number of\nshares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise price of the\nwarrant after such adjustment and the denominator of which is the price of the warrant immediately prior to such adjustment. In such an event, the number of shares in the table below shall be adjusted by multiplying such share amounts by a fraction,\nthe numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. If the exercise\nprice of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted\nshare price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments” and the denominator of which is $10.00 and\n(b) in the case of an adjustment pursuant to the second paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in\nthe exercise price of a warrant pursuant to such exercise price adjustment.
\n\n\n\n\n\n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n |
\n\n| Redemption Date | \n | \nFair Market Value of Class A Ordinary Shares | \n |
\n\n| (period to expiration of warrants) | \n | \n≤$10.00 | \n | \n | \n$11.00 | \n | \n | \n$12.00 | \n | \n | \n$13.00 | \n | \n | \n$14.00 | \n | \n | \n$15.00 | \n | \n | \n$16.00 | \n | \n | \n$17.00 | \n | \n | \n≥$18.00 | \n |
\n\n\n\n| 60 months | \n | \n | \n0.261 | \n | \n | \n | \n0.281 | \n | \n | \n | \n0.297 | \n | \n | \n | \n0.311 | \n | \n | \n | \n0.324 | \n | \n | \n | \n0.337 | \n | \n | \n | \n0.348 | \n | \n | \n | \n0.358 | \n | \n | \n | \n0.361 | \n |
\n\n| 57 months | \n | \n | \n0.257 | \n | \n | \n | \n0.277 | \n | \n | \n | \n0.294 | \n | \n | \n | \n0.310 | \n | \n | \n | \n0.324 | \n | \n | \n | \n0.337 | \n | \n | \n | \n0.348 | \n | \n | \n | \n0.358 | \n | \n | \n | \n0.361 | \n |
\n\n| 54 months | \n | \n | \n0.252 | \n | \n | \n | \n0.272 | \n | \n | \n | \n0.291 | \n | \n | \n | \n0.307 | \n | \n | \n | \n0.322 | \n | \n | \n | \n0.335 | \n | \n | \n | \n0.347 | \n | \n | \n | \n0.357 | \n | \n | \n | \n0.361 | \n |
\n\n| 51 months | \n | \n | \n0.246 | \n | \n | \n | \n0.268 | \n | \n | \n | \n0.287 | \n | \n | \n | \n0.304 | \n | \n | \n | \n0.320 | \n | \n | \n | \n0.333 | \n | \n | \n | \n0.346 | \n | \n | \n | \n0.357 | \n | \n | \n | \n0.361 | \n |
\n\n| 48 months | \n | \n | \n0.241 | \n | \n | \n | \n0.263 | \n | \n | \n | \n0.283 | \n | \n | \n | \n0.301 | \n | \n | \n | \n0.317 | \n | \n | \n | \n0.332 | \n | \n | \n | \n0.344 | \n | \n | \n | \n0.356 | \n | \n | \n | \n0.361 | \n |
\n\n| 45 months | \n | \n | \n0.235 | \n | \n | \n | \n0.258 | \n | \n | \n | \n0.279 | \n | \n | \n | \n0.298 | \n | \n | \n | \n0.315 | \n | \n | \n | \n0.330 | \n | \n | \n | \n0.343 | \n | \n | \n | \n0.356 | \n | \n | \n | \n0.361 | \n |
\n\n| 42 months | \n | \n | \n0.228 | \n | \n | \n | \n0.252 | \n | \n | \n | \n0.274 | \n | \n | \n | \n0.294 | \n | \n | \n | \n0.312 | \n | \n | \n | \n0.328 | \n | \n | \n | \n0.342 | \n | \n | \n | \n0.355 | \n | \n | \n | \n0.361 | \n |
\n\n| 39 months | \n | \n | \n0.221 | \n | \n | \n | \n0.246 | \n | \n | \n | \n0.269 | \n | \n | \n | \n0.290 | \n | \n | \n | \n0.309 | \n | \n | \n | \n0.325 | \n | \n | \n | \n0.340 | \n | \n | \n | \n0.354 | \n | \n | \n | \n0.361 | \n |
\n\n| 36 months | \n | \n | \n0.213 | \n | \n | \n | \n0.239 | \n | \n | \n | \n0.263 | \n | \n | \n | \n0.285 | \n | \n | \n | \n0.305 | \n | \n | \n | \n0.323 | \n | \n | \n | \n0.339 | \n | \n | \n | \n0.353 | \n | \n | \n | \n0.361 | \n |
\n\n| 33 months | \n | \n | \n0.205 | \n | \n | \n | \n0.232 | \n | \n | \n | \n0.257 | \n | \n | \n | \n0.280 | \n | \n | \n | \n0.301 | \n | \n | \n | \n0.320 | \n | \n | \n | \n0.337 | \n | \n | \n | \n0.352 | \n | \n | \n | \n0.361 | \n |
\n\n| 30 months | \n | \n | \n0.196 | \n | \n | \n | \n0.224 | \n | \n | \n | \n0.250 | \n | \n | \n | \n0.274 | \n | \n | \n | \n0.297 | \n | \n | \n | \n0.316 | \n | \n | \n | \n0.335 | \n | \n | \n | \n0.351 | \n | \n | \n | \n0.361 | \n |
\n\n| 27 months | \n | \n | \n0.185 | \n | \n | \n | \n0.214 | \n | \n | \n | \n0.242 | \n | \n | \n | \n0.268 | \n | \n | \n | \n0.291 | \n | \n | \n | \n0.313 | \n | \n | \n | \n0.332 | \n | \n | \n | \n0.350 | \n | \n | \n | \n0.361 | \n |
\n\n| 24 months | \n | \n | \n0.173 | \n | \n | \n | \n0.204 | \n | \n | \n | \n0.233 | \n | \n | \n | \n0.260 | \n | \n | \n | \n0.285 | \n | \n | \n | \n0.308 | \n | \n | \n | \n0.329 | \n | \n | \n | \n0.328 | \n | \n | \n | \n0.361 | \n |
\n\n| 21 months | \n | \n | \n0.161 | \n | \n | \n | \n0.193 | \n | \n | \n | \n0.223 | \n | \n | \n | \n0.252 | \n | \n | \n | \n0.279 | \n | \n | \n | \n0.304 | \n | \n | \n | \n0.326 | \n | \n | \n | \n0.347 | \n | \n | \n | \n0.361 | \n |
\n\n| 18 months | \n | \n | \n0.146 | \n | \n | \n | \n0.179 | \n | \n | \n | \n0.211 | \n | \n | \n | \n0.242 | \n | \n | \n | \n0.271 | \n | \n | \n | \n0.298 | \n | \n | \n | \n0.322 | \n | \n | \n | \n0.345 | \n | \n | \n | \n0.361 | \n |
\n\n| 15 months | \n | \n | \n0.130 | \n | \n | \n | \n0.164 | \n | \n | \n | \n0.197 | \n | \n | \n | \n0.230 | \n | \n | \n | \n0.262 | \n | \n | \n | \n0.291 | \n | \n | \n | \n0.317 | \n | \n | \n | \n0.342 | \n | \n | \n | \n0.361 | \n |
\n\n| 12 months | \n | \n | \n0.111 | \n | \n | \n | \n0.146 | \n | \n | \n | \n0.181 | \n | \n | \n | \n0.216 | \n | \n | \n | \n0.250 | \n | \n | \n | \n0.282 | \n | \n | \n | \n0.312 | \n | \n | \n | \n0.339 | \n | \n | \n | \n0.361 | \n |
\n\n| 9 months | \n | \n | \n0.090 | \n | \n | \n | \n0.125 | \n | \n | \n | \n0.162 | \n | \n | \n | \n0.199 | \n | \n | \n | \n0.237 | \n | \n | \n | \n0.272 | \n | \n | \n | \n0.305 | \n | \n | \n | \n0.336 | \n | \n | \n | \n0.361 | \n |
\n\n| 6 months | \n | \n | \n0.065 | \n | \n | \n | \n0.099 | \n | \n | \n | \n0.137 | \n | \n | \n | \n0.178 | \n | \n | \n | \n0.219 | \n | \n | \n | \n0.259 | \n | \n | \n | \n0.296 | \n | \n | \n | \n0.331 | \n | \n | \n | \n0.361 | \n |
\n\n| 3 months | \n | \n | \n0.034 | \n | \n | \n | \n0.065 | \n | \n | \n | \n0.104 | \n | \n | \n | \n0.150 | \n | \n | \n | \n0.197 | \n | \n | \n | \n0.243 | \n | \n | \n | \n0.286 | \n | \n | \n | \n0.326 | \n | \n | \n | \n0.361 | \n |
\n\n| 0 months | \n | \n | \n— | \n | \n | \n | \n— | \n | \n | \n | \n0.042 | \n | \n | \n | \n0.115 | \n | \n | \n | \n0.179 | \n | \n | \n | \n0.233 | \n | \n | \n | \n0.281 | \n | \n | \n | \n0.323 | \n | \n | \n | \n0.361 | \n |
\n
The exact fair market value and\nredemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in
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\n\n\n \nthe table, the number of Class A ordinary shares to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the\nhigher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume weighted average price of our\nClass A ordinary shares as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until the\nexpiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Class A ordinary shares for each whole warrant. For an example where the exact fair market value and redemption\ndate are not as set forth in the table above, if the volume weighted average price of our Class A ordinary shares as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of\nthe warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 Class A ordinary shares for each\nwhole warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Finally, as reflected in the table\nabove, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any Class A ordinary\nshares.
This redemption feature differs from the typical warrant\nredemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A ordinary shares exceeds $18.00\nper share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A ordinary shares are trading at or above $10.00 per public share, which may be at a time\nwhen the trading price of our Class A ordinary shares is below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the\n$18.00 per share threshold set forth above under “— Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption\npursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the of this prospectus. This redemption right provides us with an additional mechanism by\nwhich to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed. We will be required to pay the applicable redemption\nprice to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this\nmanner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.
\nAs stated above, we can redeem the warrants when the Class A ordinary shares are trading at a price starting at $10.00, which is below the\nexercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of\nshares. If we choose to redeem the warrants when the Class A ordinary shares are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A ordinary shares than they would\nhave received if they had chosen to wait to exercise their warrants for Class A ordinary shares if and when such Class A ordinary shares were trading at a price higher than the exercise price of $11.50.
\n
Anti-Dilution Adjustments. If the\nnumber of issued and outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a\nsub-division-up of ordinary shares or other similar event, then, on the effective date of such capitalization or share dividend, sub-division-up or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights\noffering to holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “historical fair market value” (as
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\n\n\n\n
\n\n\n \ndefined below) will be deemed a share dividend of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights\noffering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) one minus the quotient of (x) the price per Class A ordinary\nshare paid in such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price\npayable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the\nvolume weighted average price of Class A ordinary shares as reported during the 10 trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the\napplicable market, regular way, without the right to receive such rights.
\nIn addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or\nother assets to the holders of Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than (a) as described above, (b) any cash dividends or cash\ndistributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period ending on the date of declaration\nof such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of\nClass A ordinary shares issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the\nholders of Class A ordinary shares in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a shareholder vote to amend our amended\nand 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\ncombination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described\nin this prospectus) 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, or (e) in connection\nwith the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the\nfair market value of any securities or other assets paid on each Class A ordinary share in respect of such event.
\nIf the number of issued and outstanding Class A ordinary shares is decreased by a consolidation, combination or reclassification of\nClass A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reclassification or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be decreased\nin proportion to such decrease in issued and outstanding Class A ordinary shares.
\nWhenever the number of Class A ordinary shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant\nexercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class A ordinary shares purchasable upon the exercise of the\nwarrants immediately prior to such adjustment and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.
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In addition, if (x) we issue additional Class A ordinary\nshares 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 ordinary share (with such issue price or effective\nissue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior\nto such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the
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\n\n\n \ntotal equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of\nredemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such\nprice, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share\nredemption trigger price described above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market\nValue and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the\nnearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
\nIn case of any reclassification or reorganization of the issued and outstanding Class A ordinary shares (other than those described above\nor that solely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and\nthat does not result in any reclassification or reorganization of our issued and outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an\nentirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in\nlieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of Class A ordinary shares or other securities or property (including cash)\nreceivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately\nprior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or\nother assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender,\nexchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection with redemption rights held by shareholders of the company as provided for in the\ncompany’s amended and restated memorandum and articles of association or as a result of the redemption of Class A ordinary shares by the company if a proposed initial business combination is presented to the shareholders of the company for\napproval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act)\nof which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such\naffiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding Class A ordinary shares, the holder of a warrant\nwill be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant holder had exercised the warrant prior to the expiration of such tender or\nexchange offer, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange\noffer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. If less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a transaction is payable in the form of\nClass A ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market,\nor is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price\nwill be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when\nan extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.
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\n\n\n The warrants will be issued in registered form under a warrant agreement between Continental\nStock 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, but requires\nthe 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. You should review a copy of the warrant agreement, which will be filed as an\nexhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.
\nThe warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants\nand receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.
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We have agreed that, subject to applicable law, any action, proceeding\nor claim against us arising out of or relating in any way to the warrant agreement 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 we irrevocably\nsubmit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “Risk Factors — Our warrant agreement will designate the courts of the State of New York or the United States\nDistrict 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\nfavorable judicial forum for disputes with us.” This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are\nthe sole and exclusive forum.
Private Placement Warrants\n
Except as described below, the private placement warrants\nhave terms and provisions that are identical to those of the warrants being sold as part of the units in this offering. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement\nwarrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except pursuant to limited exceptions as described under “Principal Shareholders — Transfers of Founder\nShares and Private Placement Warrants,” to our officers and directors and other persons or entities affiliated with the initial purchasers of the private placement warrants) and they will not be redeemable by us (except as described above under\n“— Public Shareholders’ Warrants — Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by our sponsor or its permitted\ntransferees. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same\nbasis as the warrants included in the units being sold in this offering. Any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants will require a vote of\nholders of at least 50% of the number of the then outstanding private placement warrants.
\nOur sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis. Except as described\nabove under “— Public Shareholders’ Warrants — Redemption procedures and cashless exercise,” if holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by\nsurrendering his, her or its warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of\nthe “historical fair market value” (defined below) over the exercise price of the warrants by (y) the historical fair market value. The “historical fair market value” will mean the average reported closing price of the\nClass A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent or on which the notice of redemption is sent to the holders of warrants, as\napplicable.
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\n\n\n The reason that we have agreed that these warrants will be exercisable on a cashless basis so\nlong as they are held by our sponsor and permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities\nin the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell\nour securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public shareholders who could exercise their warrants and sell\nthe Class A ordinary shares received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing\nthe holders to exercise such warrants on a cashless basis is appropriate.
\nIn order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our\nsponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $3,000,000 of such loans may be convertible into warrants of the post-business combination company\nat a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.
\nDividends
\nWe have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our\ninitial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination.\nThe payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share premium (subject to solvency\nrequirements) as permitted under Cayman Islands law.. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in\nconnection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
\nOur Transfer Agent and Warrant Agent
\nThe transfer agent for our ordinary shares and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have\nagreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and employees against all liabilities, including judgments, costs\nand reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.
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Certain Differences in Corporate Law
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Cayman Islands companies are governed by the Companies Act. The\nCompanies Act is modeled on English Law but does not follow recent English Law statutory enactments and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences\nbetween the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.
\nMergers and Similar Arrangements. In certain circumstances, the Companies Act allows for mergers or\nconsolidations between two Cayman Islands companies, or between a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).
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\n\n\n Where the merger or consolidation is between two Cayman Islands companies, the directors of each\ncompany must approve a written plan of merger or consolidation containing certain prescribed information. That plan of merger or consolidation must then be authorized by (a) a special resolution (being (i) the affirmative vote of at least\na two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or\n(ii) a unanimous written resolution of the shareholders) of the shareholders of each company; and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder\nresolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating\nsecurity interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes certain other formalities)\nhave been complied with, the Registrar of Companies will register the plan of merger or consolidation.
\nWhere the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the\ndirectors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (1) that the merger or consolidation is\npermitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been\nor will be complied with; (2) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (3) that no receiver,\ntrustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; and (4) that no scheme, order, compromise or other similar\narrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted; and (5) there is no other reason why it would be against the public interest to\npermit the merger or consolidation.
Where the surviving company is\nthe Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been\nmet: (1) that the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of the foreign company; (2) that in respect of the transfer of any\nsecurity interest granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance\nwith the constitutional documents of the foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; and (3) that the foreign company will, upon the merger\nor consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction.
\nThe Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his or her shares upon their\ndissenting to the merger or consolidation in certain circumstances if they follow a prescribed procedure. In essence, where such rights apply, that procedure is as follows: (a) the shareholder must give his or her written objection to the\nmerger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his or her shares if the merger or consolidation is authorized by the vote;\n(b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must within 20\ndays following receipt of such notice from the constituent company, give the constituent company a written notice of his or her intention to dissent including, among other details, a demand for payment of the fair value of his or her shares;\n(d) within seven days following the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent\n
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\n\n\n \ncompany, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his or her shares at a price that the company determines is the\nfair value and if the company and the shareholder agrees to the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and the shareholder fails to agree to\na price within such 30-day period, within 20 days following the date on which such 30-day period expires, the company (and any dissenting shareholder) must file a\npetition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not\nbeen reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value.\n
Any dissenting shareholder whose name appears on the list filed by\nthe company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not to be available in certain circumstances, for example, to dissenters holding shares of any class\nin respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national\nsecurities exchange or shares of the surviving or consolidated company, or in the context of a parent and subsidiary merger.
\nMoreover, Cayman Islands law also has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain\ncircumstances, such schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands as a “scheme of arrangement” which may be\ntantamount to a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the procedures of which are more rigorous and take longer to complete than the procedures typically required to consummate a merger in the United\nStates), the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of\nshareholders or creditors, as the case may be, that are present and voting either in person or by proxy at an annual general meeting, or extraordinary general meeting summoned for that purpose. The convening of the meetings and subsequently the\nterms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to\napprove the arrangement if it is satisfied that:
\n\n\n| | \n• | \n | \nwe are not proposing to act illegally or beyond the scope of our corporate authority and we have complied with the statutory provisions as to majority vote; |
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\n\n\n| | \n• | \n | \nthe shareholders have been fairly represented at the meeting in question; |
\n\n\n| | \n• | \n | \nthe arrangement is such as a business-person would reasonably approve; and |
\n\n\n| | \n• | \n | \nthe arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.” |
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If a scheme of arrangement or takeover offer (as described below) is\napproved, any dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of U.S. corporations, providing rights to receive payment in cash for the judicially\ndetermined value of the shares.
Squeeze-out Provisions. When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed\nunless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.
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\n\n\n Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some\ncircumstances be achieved through other means to these statutory provisions, such as a share capital exchange, asset acquisition or control, through contractual arrangements, of an operating business.
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Shareholders’ Suits. Ogier,\nour Cayman Islands legal counsel, is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the\navailability of such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based\nboth on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:
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\n\n\n| | \n• | \n | \na company is acting, or proposing to act, illegally or beyond the scope of its authority; |
\n\n\n| | \n• | \n | \nthe act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes that have actually been obtained; or |
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\n\n\n| | \n• | \n | \nthose who control the company are perpetrating a “fraud on the minority.” |
\nA shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to\nbe infringed.
Enforcement of Civil\nLiabilities. The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue\nbefore the federal courts of the United States.
We have been\nadvised by Ogier, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (1) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal\nsecurities laws of the United States or any state and (2) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or\nany state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman\nIslands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation\nto pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of\ntaxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the\npublic policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
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Special Considerations for Exempted\nCompanies. We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the\nCayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and\nprivileges listed below:
\n\n\n| | \n• | \n | \nan exempted company does not have to file an annual return of its shareholders with the Registrar of Companies; |
\n\n\n| | \n• | \n | \nan exempted company’s register of members is not open to inspection; |
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\n\n\n\n\n\n| | \n• | \n | \nan exempted company does not have to hold an annual general meeting; |
\n\n\n| | \n• | \n | \nan exempted company may issue shares with no par value; |
\n\n\n| | \n• | \n | \nan exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
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\n\n\n| | \n• | \n | \nan exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
\n\n\n| | \n• | \n | \nan exempted company may register as a limited duration company; and |
\n\n\n| | \n• | \n | \nan exempted company may register as a segregated portfolio company. |
\n“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of\nthe company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).\n
Our Amended and Restated Memorandum and Articles of Association
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Our amended and restated memorandum and articles of association will\ncontain certain requirements and restrictions relating to this offering that will apply to us until the completion of our initial business combination. These provisions cannot be amended without a special resolution. As a matter of Cayman Islands\nlaw, a resolution is deemed to be a special resolution where it has been approved by either (1) at least two-thirds (or any higher threshold specified in a company’s articles of association) of a\ncompany’s shareholders at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given or (2) if so authorized by a company’s articles of association, by a unanimous\nwritten resolution of all of the company’s shareholders. Our amended and restated memorandum and articles of association will provide that special resolutions must be approved either by at least\ntwo-thirds of our shareholders who attend and vote at a general meeting (i.e., the lowest threshold permissible under Cayman Islands law) (other than amendments relating to the appointment or removal of\ndirectors prior to our initial business combination, which require the approval of at least 90% of our Class B ordinary shares), or by a unanimous written resolution of all of our shareholders.
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Our initial shareholders, including our sponsor, who collectively will\nbeneficially own 20% of our ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering), may participate in any vote to amend our amended and restated memorandum and articles of association and will\nhave the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum and articles of association will provide, among other things, that:
\n\n\n\n| | \n• | \n | \nif we are unable to complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this\nprospectus), we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net\nof taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if\nany); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands\nlaw to provide for claims of creditors and the requirements of other applicable law; |
\n\n\n| | \n• | \n | \n prior to our initial business combination, we may not issue additional shares that would entitle the holders\nthereof to (1) receive funds from the trust account or (2) vote as a class with our public shares (a) on any |
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\n\n\n\n\n\n| | \n \ninitial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business\ncombination beyond 15 months from the closing of this offering or (y) amend the foregoing provisions; |
\n\n\n| | \n• | \n | \nin the event we enter into a business combination with a target business that is affiliated with our sponsor, our directors or our officers (which we currently do not intend to do), we, or a committee of independent and\ndisinterested directors, will obtain an opinion from an independent investment banking firm, or from an independent accounting firm, that such a business combination is fair to us from a financial point of view; |
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\n\n\n| | \n• | \n | \nif a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other\ninformation about our initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act; |
\n\n\n| | \n• | \n | \nif we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, but are not obligated to, extend the period of time to consummate a business combination by an additional\nthree months on two separate occasions (for a total of up to 21 months to complete a business combination); in order to extend the time available for us to consummate our initial business combination, our sponsor (or its affiliates or designees)\nupon five days advance notice prior to the applicable deadline, must deposit into the trust account for each three-month extension (of which there may be no more than two such extensions) $2,250,000 or $2,587,500 if the underwriters’\nover-allotment option is exercised in full ($0.10 per share in either case), on or prior to the date of the applicable deadline, and any such payments would be funded from the proceeds of a non-interest bearing loan between our sponsor and us; such\nloan may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender, and the terms of the warrants would be identical to the terms of the private placement warrants; |
\n
\n\n\n| | \n• | \n | \nin the event our units are listed on Nasdaq, our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust\naccount (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination; |
\n
\n\n\n| | \n• | \n | \nif our shareholders 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\nordinary 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 15 months from the closing of this\noffering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) or (b) with respect to any other provision relating to shareholders’ rights or\npre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and\noutstanding public shares; and |
\n\n\n| | \n• | \n | \nwe will not effectuate our initial business combination with another blank check company or a similar company with nominal operations. |
\n
In addition, our amended and restated memorandum and articles of\nassociation will provide that under no circumstances will we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion of our\ninitial business combination.
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\n\n\n The Companies Act permits a company incorporated in the Cayman Islands to amend its memorandum\nand articles of association with the approval of a special resolution. A company’s articles of association may specify that the approval of a higher majority is required. Accordingly, although we could amend any of the provisions relating to\nour proposed offering, structure and business plan which are contained in our amended and restated memorandum and articles of association, we view all of these provisions as binding obligations to our shareholders and neither we, nor our officers or\ndirectors, will take any action to amend or waive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares.
\n
Anti-Money Laundering — Cayman Islands
\n
If any person in the Cayman Islands knows or suspects or has reasonable\ngrounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering or is involved with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their attention in\nthe course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to\nthe Proceeds of Crime Act (2021 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to\nthe Terrorism Act (2018 Revision) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the\ndisclosure of information imposed by any enactment or otherwise.
Cayman Islands\nData Protection
We have certain duties under the Data\nProtection Act, 2017 of the Cayman Islands (the “DPA”) based on internationally accepted principles of data privacy.
\nPrivacy Notice
\nIntroduction
\nThis privacy notice puts our shareholders on notice that through your investment in the Company you will provide us with certain personal\ninformation which constitutes personal data within the meaning of the DPA (“personal data”).
\nIn the following discussion, the “company” refers to us and our affiliates and/or delegates, except where the context requires\notherwise.
Investor Data
\n
We will collect, use, disclose, retain and secure personal data to the\nextent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our\nactivities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational\ninformation security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.
\n
In our use of this personal data, we will be characterized as a\n“data controller” for the purposes of the DPA, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the\nDPA or may process personal information for their own lawful purposes in connection with services provided to us.
\nWe may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a\nshareholder and/or any individuals connected with a shareholder as an
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\n\n\n\n
\n\n\n \ninvestor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history,\ncorrespondence records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.
\nWho this Affects
\nIf you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements\nsuch as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in the Company, this will be relevant for those individuals and you should transmit the\ncontent of this Privacy Notice to such individuals or otherwise advise them of its content.
\nHow the Company May Use a Shareholder’s Personal Data
\n
The Company, as the data controller, may collect, store and use\npersonal data for lawful purposes, including, in particular:
\n\n\n| | \n(i) | \n | \nwhere this is necessary for the performance of our rights and obligations under any purchase agreements; |
\n\n\n| | \n(ii) | \n | \nwhere this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or |
\n
\n\n\n| | \n(iii) | \n | \nwhere this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms. |
\n
Should we wish to use personal data for other specific purposes\n(including, if applicable, any purpose that requires your consent), we will contact you.
\nWhy We May Transfer Your Personal Data
\nIn certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the\nrelevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.
\n
We anticipates disclosing personal data to persons who provide services\nto us and their respective affiliates (which may include certain entities located outside the United States, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.
\n
The Data Protection Measures We Take
\n
Any transfer of personal data by us or our duly authorized affiliates\nand/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPA.
\nWe and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures\ndesigned to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.
\nWe shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms\nor those data subjects to whom the relevant personal data relates.
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\n\n\n\n
\n\n\n Certain Anti-Takeover Provisions of Our Amended and Restated Memorandum and Articles of Association
\n
Our amended and restated memorandum and articles of association will\nprovide that our board of directors will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual general\nmeetings.
Our authorized but unissued Class A ordinary shares\nand preference shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The\nexistence of authorized but unissued and unreserved Class A ordinary shares and preference shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
\n
Securities Eligible for Future Sale
\n
Immediately after this offering we will have 28,125,000 (or\n32,343,750 if the underwriters’ over-allotment option is exercised in full) ordinary shares issued and outstanding. Of these shares, the 22,500,000 Class A ordinary shares (or 25,875,000 shares if the underwriters’ over-allotment\noption is exercised in full) sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the\nSecurities Act. All of the remaining 5,625,000 (or 6,468,750 if the underwriters’ over-allotment option is exercised in full) founder shares and all 14,400,000 (or 16,087,500 if the underwriters’ over-allotment option is exercised in full)\nprivate placement warrants are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering, and are subject to transfer restrictions as set forth elsewhere in this prospectus.
\n
Rule 144
\n
Pursuant to Rule 144, a person who has beneficially owned ordinary\nshares or warrants for at least six months would be entitled to sell their securities provided that (1) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and\n(2) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period\nas we were required to file reports) preceding the sale.
Persons\nwho have beneficially owned restricted ordinary shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which\nsuch person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:
\n\n\n| | \n• | \n | \n1% of the total number of ordinary shares then issued and outstanding, which will equal 225,000 shares immediately after this offering (or 258,750 if the underwriters exercise their over-allotment option in full); or\n |
\n\n\n| | \n• | \n | \nthe average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
\n
Sales by our affiliates under Rule 144 are also limited by manner of\nsale provisions and notice requirements and to the availability of current public information about us.
\nRestrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies
\n
Rule 144 is not available for the resale of securities initially issued\nby shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are\nmet:
\n\n\n| | \n• | \n | \nthe issuer of the securities that was formerly a shell company has ceased to be a shell company; |
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\n\n\n\n
\n\n\n\n\n\n| | \n• | \n | \nthe issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
\n\n\n| | \n• | \n | \nthe issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports\nand materials), other than Current Reports on Form 8-K; and |
\n\n\n| | \n• | \n | \nat least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
\n
As a result, our initial shareholders will be able to sell their\nfounder shares and our sponsor will be able to sell its private placement warrants, pursuant to Rule 144 without registration, one year after we have completed our initial business combination.
\n
Registration and Shareholder Rights
\n
The holders of the founder shares, private placement warrants and any\nwarrants that may be issued on conversion of working capital loans and extension loans (and any ordinary shares issuable upon the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans and\nextension loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of this offering requiring us to register\nsuch securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that we register such securities. In addition, the holders have certain “piggy-back”\nregistration rights with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.\nHowever, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable\nlock-up period, which occurs (1) in the case of the founder shares, on the earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our initial\nbusiness combination, (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances,\nsubdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after our initial business combination, or (y) the date\nfollowing the completion of our initial business combination on which we complete a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to\nexchange their Class A ordinary shares for cash, securities or other property, and (2) in the case of the private placement warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of\nour initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
\nIn addition, pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following\nconsummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.
\n
Listing of Securities
\n
We intend to apply to list our units, Class A ordinary shares and\nwarrants on Nasdaq under the symbols “IVCAU”, “IVCA” and “IVCAW”, respectively. We expect that our units will be listed on Nasdaq promptly on or after the effective date of the registration statement. Following the date\nthe Class A ordinary shares and warrants are eligible to trade separately, we anticipate that the Class A ordinary shares and warrants will be listed separately and as a unit on Nasdaq. We cannot guarantee that our securities will be\napproved for listing on Nasdaq.
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\n\n\n INCOME TAX CONSIDERATIONS
\n
The following summary of certain Cayman Islands and U.S. federal income\ntax considerations relevant to an investment in our units, Class A ordinary shares and warrants is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This\nsummary does not deal with all possible tax consequences relating to an investment in our ordinary shares and warrants, such as the tax consequences under state, local and other tax laws.
\n
Prospective investors should consult their professional advisors on the\npossible tax consequences of buying, holding or selling any securities under the laws of their country of citizenship, residence or domicile.
\nCayman Islands Taxation
\nThe following is a discussion on certain Cayman Islands income tax consequences of an investment in our securities. The discussion is a general\nsummary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances and does not consider tax consequences other than those arising under\nCayman Islands law.
Under Existing Cayman Islands Laws
\n
Payments of dividends and capital in respect of our securities will not\nbe subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income\nor corporate tax. The Cayman Islands currently has no income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax.
\nNo stamp duty is payable in respect of the issue of the warrants. An instrument of transfer in respect of a warrant is stampable if executed in\nor brought into the Cayman Islands.
No stamp duty is payable in\nrespect of the issue of our securities or on an instrument of transfer in respect of our securities.
\nThe Company has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied\nfor and received an undertaking from the Financial Secretary of the Cayman Islands in the following form:
\nThe Tax Concessions Act
\n(2018 Revision)
\nUndertaking as to Tax Concessions
\nIn accordance with the provision of section 6 of The Tax Concessions Act (2018 Revision), the Financial Secretary undertakes with Investcorp\nIndia Acquisition Corp (“the Company”).
\n\n\n| | \n1. | \n | \nThat no law which is hereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and |
\n
\n\n\n| | \n2. | \n | \nIn 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 shall be payable: |
\n
\n\n\n| | \n2.1 | \n | \non or in respect of the shares, debentures or other obligations of the Company; |
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\n\n\n\n
\n\n\n\n\n\n| | \n2.2 | \n | \nby way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Act (2018 Revision). |
\n
\n\n\n| | \n3. | \n | \nThese concessions shall be for a period of 20 years from the date hereof. |
\nU.S. Federal Income Tax Considerations
\nGeneral
\nThe following discussion summarizes certain U.S. federal income tax considerations generally applicable to the acquisition, ownership and\ndisposition of our units, Class A ordinary shares, and warrants (which we refer to collectively as our securities). Because the components of a unit are separable at the option of the holder, the holder of a unit generally should be treated,\nfor U.S. federal income tax purposes, as the owner of the underlying Class A ordinary share and warrant components of the unit, as the case may be. As a result, the discussion below with respect to actual holders of Class A ordinary shares\nand warrants should also apply to holders of units (as the deemed owners of the underlying Class A ordinary shares and warrants that comprise the units). This discussion applies only to securities that are held as a capital asset for U.S.\nfederal income tax purposes (generally, property held for investment), is applicable only to holders who purchased units in this offering, and assumes that any distributions on our ordinary shares will be paid in U.S. dollars.
\n
This discussion is based on the Internal Revenue Code of 1986, as\namended (the “Code”), administrative pronouncements, judicial decisions, and final, temporary, and proposed Treasury regulations (“Treasury Regulations”) as of the date hereof, changes to any of which subsequent to the date of\nthis prospectus may affect the tax consequences described herein. We have not requested, and will not request, a ruling from the IRS with respect to any of the U.S. federal income tax consequences described below, and as a result there can be no\nassurance that the IRS will not disagree with or challenge any of the conclusions we have reached and describe herein. This discussion does not address any aspect of state, local or non-U.S. taxation, or any\nU.S. federal taxes other than income taxes (such as gift and estate taxes).
\nThis discussion does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances, including\nthe alternative minimum tax, and the different consequences that may apply if you are subject to special rules that apply to certain types of investors, such as:
\n\n\n| | \n• | \n | \nfinancial institutions; |
\n\n\n| | \n• | \n | \nregulated investment companies; |
\n\n\n| | \n• | \n | \nreal estate investment trusts; |
\n\n\n| | \n• | \n | \ninsurance companies; |
\n\n\n| | \n• | \n | \ndealers or traders subject to a mark-to-market method of accounting with respect to the securities; |
\n
\n\n\n| | \n• | \n | \npersons holding the securities as part of a “straddle,” hedge, integrated transaction or similar transaction; |
\n\n\n| | \n• | \n | \npersons who acquired the securities through the exercise or cancellation of employee share options or otherwise as compensation for their services; |
\n
\n\n\n| | \n• | \n | \nU.S. holders (as defined below) whose functional currency is not the U.S. dollar; |
\n\n\n| | \n• | \n | \nU.S. expatriates; |
\n\n\n| | \n• | \n | \npartnerships or other pass-through entities for U.S. federal income tax purposes; |
\n\n\n| | \n• | \n | \nU.S. holders owning or considered as owning 10 percent or more (measured by vote or value) of the ordinary shares; and |
\n\n\n| | \n• | \n | \ntax-exempt entities. |
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\n\n\n\n
\n\n\n If you are a partnership or other pass-through entity (or other entity or arrangement treated as\nsuch) for U.S. federal income tax purposes, the U.S. federal income tax treatment of your partners or other owners will generally depend on the status of the partners (or other owners) and your activities. If you are a partner (or other owner) of a\npartnership or other pass-through entity that acquires our securities, you are urged to consult your tax advisor regarding the tax consequences of acquiring, owning and disposing of our securities.
\n
THIS DISCUSSION IS ONLY A SUMMARY OF THE U.S. FEDERAL INCOME TAX\nCONSEQUENCES OF THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF OUR SECURITIES. EACH PROSPECTIVE INVESTOR IN OUR SECURITIES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION,\nOWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.
\n
Allocation of Purchase Price and Characterization of a Unit
\n
No statutory, administrative or judicial authority directly addresses\nthe treatment of a unit or instruments similar to a unit for U.S. federal income tax purposes and, therefore, that treatment is not entirely clear. The acquisition of a unit should be treated for U.S. federal income tax purposes as the acquisition\nof one Class A ordinary share and one-half of one warrant to acquire one of our Class A ordinary shares. We intend to treat the acquisition of a unit in this manner and, by purchasing a unit, you\nwill agree to adopt such treatment for U.S. federal income tax purposes. For U.S. federal income tax purposes, each holder of a unit must allocate the purchase price paid by such holder for such unit between the one Class A ordinary share and\nthe one-half of one warrant based on the relative fair market value of each at the time of issuance. The price allocated to each Class A ordinary share and the\none-half of one warrant should be the shareholder’s tax basis in such share or one-half of one warrant, as the case may be. Any disposition of a unit should be\ntreated for U.S. federal income tax purposes as a disposition of the Class A ordinary share and one-half of one warrant comprising the unit, and the amount realized on the disposition should be allocated\nbetween the Class A ordinary share and one-half of one warrant based on their respective relative fair market values. The separation of the Class A ordinary share and the one-half of one warrant comprising a unit should not be a taxable event for U.S. federal income tax purposes.
\nThe foregoing treatment of the Class A ordinary shares and warrants and a holder’s purchase price allocation are not binding on the\nIRS or the courts. Because there are no authorities that directly address instruments that are similar to the units, no assurance can be given that the IRS or the courts will agree with the characterization described above or the discussion below.\nAccordingly, each prospective investor is urged to consult its own tax advisors regarding tax consequences of an investment in a unit (including alternative characterizations of a unit). The balance of this discussion assumes that the\ncharacterization of the units described above is respected for U.S. federal income tax purposes.
\nU.S. holders
\nThis section applies to you if you are a “U.S. holder.” A U.S. holder is a beneficial owner of our units, Class A ordinary\nshares, or warrants that is, for U.S. federal income tax purposes, one of the following:
\n\n\n| | \n• | \n | \nan individual citizen or resident of the United States; |
\n\n\n| | \n• | \n | \na corporation (or other entity taxable as a corporation) organized in or under the laws of the United States, any state thereof or the District of Columbia; |
\n
\n\n\n| | \n• | \n | \nan estate whose income is subject to U.S. federal income tax regardless of its source; or |
\n\n\n| | \n• | \n | \n a trust, if (i) a court within the United States is able to exercise primary supervision over the\nadministration of the trust and one or more U.S. persons (as defined in the Code) have authority to control |
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\n\n\n\n
\n\n\n\n\n\n| | \n \nall substantial decisions of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a U.S. person. |
\n
Taxation of Distributions
\n
Subject to the passive foreign investment company (“PFIC”)\nrules discussed below, a U.S. holder generally will be required to include in gross income as dividends the amount of any cash distribution paid on our Class A ordinary shares. A cash distribution on such shares generally will be treated as\nforeign source dividend income for U.S. federal income tax purposes to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such amount will be\nincludible in gross income by you on the date that you actually or constructively receive the distribution in accordance with your regular method of accounting for U.S. federal income tax purposes. Dividends paid by us will be taxable to a corporate\nU.S. holder at regular rates and will not be eligible for the dividends- received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations.
\n
Distributions in excess of such earnings and profits generally will be\napplied against and reduce the U.S. holder’s basis in its Class A ordinary shares (but not below zero) and, to the extent in excess of such basis, will be treated as capital gain from the sale or exchange of such Class A ordinary\nshares.
With respect to\nnon-corporate U.S. holders, under tax laws currently in effect, dividends generally will be taxed at the lower applicable long-term capital gains rate (see “— Gain or Loss on Sale, Taxable Exchange\nor Other Taxable Disposition of Class A Ordinary Shares and Warrants” below) only if (i) our Class A ordinary shares are readily tradable on an established securities market in the United States and certain other requirements are\nmet, and (ii) we are not, in the year in which the dividend is paid and the prior year, a PFIC. U.S. holders are urged to consult their own tax advisors regarding the availability of the lower rate for any dividends paid with respect to our\nClass A ordinary shares.
Gain or Loss on Sale, Taxable\nExchange, or Other Taxable Disposition of Class A Ordinary Shares and Warrants
\nSubject to the PFIC rules as described below, upon a sale or other taxable disposition of our Class A ordinary shares or warrants which,\nin general, would include a redemption of Class A ordinary shares or warrants as described below, and including as a result of a dissolution and liquidation in the event we do not consummate an initial business combination within the required\ntime period, and subject to the PFIC rules discussed below, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. holder’s adjusted tax basis in the\nClass A ordinary shares or warrants.
Any such capital gain or\nloss generally will be long-term capital gain or loss if the U.S. holder’s holding period for the Class A ordinary shares or warrants so disposed of exceeds one year. It is unclear, however, whether the redemption rights with respect to\nthe Class A ordinary shares described in this prospectus may suspend the running of the applicable holding period for this purpose. Long-term capital gains recognized by non-corporate U.S. holders will be\neligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.
\nGenerally, the amount of gain or loss recognized by a U.S. holder on such a disposition will be an amount equal to the difference between\n(i) the sum of the amount of cash and the fair market value of any property received in such disposition (or, if the Class A ordinary shares or warrants are held as part of units at the time of the disposition, the portion of the amount\nrealized on such disposition that is allocated to the Class A ordinary shares or warrants based upon the then fair market values of the Class A ordinary shares and the warrants included in the units) and (ii) the U.S. holder’s\nadjusted tax basis in its Class A ordinary shares or warrants so disposed of. A U.S. holder’s adjusted tax basis in its Class A ordinary shares or warrants generally will equal the U.S. holder’s acquisition cost (that is, as\ndiscussed above, the portion of the purchase price of a unit allocated to a
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\n\n\n \nClass A ordinary share or warrant or, as discussed below, the U.S. holder’s initial basis for Class A ordinary shares received upon exercise of warrants) less, in the case of a\nClass A ordinary share, any prior distributions (including deemed distributions) treated as a return of capital.
\nRedemption of Class A Ordinary Shares
\nSubject to the PFIC rules discussed below, in the event that a U.S. holder’s Class A ordinary shares are redeemed pursuant to the\nredemption provisions described in this prospectus under “Description of Securities — Ordinary Shares” or if we purchase a U.S. holder’s Class A ordinary shares in an open market transaction, the treatment of the transaction\nfor U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of the Class A ordinary shares under Section 302 of the Code. If the redemption qualifies as a sale, the U.S. holder will be treated as\ndescribed under “U.S. holders — Gain or Loss on Sale, Taxable Exchange, or Other Taxable Disposition of Class A Ordinary Shares and Warrants” above. If the redemption does not qualify as a sale, the U.S. holder will be treated as\nreceiving a corporate distribution with the tax consequences described above under “U.S. holders — Taxation of Distributions.” Whether a redemption qualifies for sale treatment will depend largely on the total number of our shares\ntreated as held by the U.S. holder (including any shares constructively owned by the U.S. holder as a result of owning warrants) relative to all of our shares outstanding both before and after the redemption. The redemption of Class A ordinary\nshares generally will be treated as a sale of the Class A ordinary shares (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. holder, (ii) results in a\n“complete termination” of the U.S. holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. holder. These tests are explained more fully below.
\n
In determining whether any of the foregoing tests are satisfied, a U.S.\nholder takes into account not only shares actually owned by the U.S. holder, but also our shares that are constructively owned by it. A U.S. holder may constructively own, in addition to shares owned directly, shares owned by certain related\nindividuals and entities in which the U.S. holder has an interest or that have an interest in such U.S. holder, as well as any shares the U.S. holder has a right to acquire by exercise of an option, which would generally include Class A\nordinary shares which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our issued and outstanding voting shares actually and constructively owned by the U.S.\nholder immediately following the redemption of Class A ordinary shares must, among other requirements, be less than 80% of the percentage of our issued and outstanding voting shares actually and constructively owned by the U.S. holder\nimmediately before the redemption. There will be a complete termination of a U.S. holder’s interest if either (i) all of our shares actually and constructively owned by the U.S. holder are redeemed or (ii) all of our shares actually\nowned by the U.S. holder are redeemed and the U.S. holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the U.S. holder does not constructively own any\nother shares. The redemption of the Class A ordinary shares will not be essentially equivalent to a dividend if a U.S. holder’s conversion results in a “meaningful reduction” of the U.S. holder’s proportionate interest in\nus. Whether the redemption will result in a meaningful reduction in a U.S. holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small\nreduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. holder is urged to consult with its\nown tax advisors as to the tax consequences of a redemption.
If\nnone of the foregoing tests are satisfied, then the redemption will be treated as a corporate distribution and the tax effects will be as described under “U.S. holders — Taxation of Distributions,” above. After the application of\nthose rules, any remaining tax basis of the U.S. holder in the redeemed Class A ordinary shares will be added to the U.S. holder’s adjusted tax basis in its remaining shares, or, if it has none, to the U.S. holder’s adjusted tax basis\nin its warrants or possibly in other shares constructively owned by it.
\nU.S. holders who actually or constructively own five percent (or, if our Class A ordinary shares are not then publicly traded, one\npercent) or more of our shares (by vote or value) may be subject to special reporting
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\n\n\n \nrequirements with respect to a redemption of Class A ordinary shares, and such holders are urged to consult with their own tax advisors with respect to their reporting requirements.
\n
Exercise, Lapse or Redemption of a Warrant
\n
Subject to the PFIC rules discussed below and except as discussed below\nwith respect to the cashless exercise of a warrant, a U.S. holder generally will not recognize gain or loss upon the acquisition of an ordinary share on the exercise of a warrant for cash. A U.S. holder’s tax basis in a Class A ordinary\nshare received upon exercise of the warrant generally will be an amount equal to the sum of the U.S. holder’s initial investment in the warrant (i.e., the portion of the U.S. holder’s purchase price for a unit that is allocated to the\nwarrant, as described above under “Allocation of Purchase Price and Characterization of a Unit”) and the exercise price. The U.S. holder’s holding period for a Class A ordinary share received upon exercise of the warrant will\nbegin on the date following the date of exercise (or possibly the date of exercise) of the warrants and will not include the period during which the U.S. holder held the warrants. If a warrant is allowed to lapse unexercised, a U.S. holder generally\nwill recognize a capital loss equal to such holder’s tax basis in the warrant.
\nThe tax consequences of a cashless exercise of a warrant are not clear under current tax law. A cashless exercise may be tax-free, either because the exercise is not a gain realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either\ntax-free situation, a U.S. holder’s basis in the Class A ordinary shares received would equal the holder’s basis in the warrant. If the cashless exercise were treated as not being a gain\nrealization event, a U.S. holder’s holding period in the Class A ordinary shares would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the warrant. If the cashless exercise were\ntreated as a recapitalization, the holding period of the Class A ordinary shares would include the holding period of the warrant. It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or loss\nwould be recognized. In such event, a U.S. holder could be deemed to have surrendered warrants equal to the number of Class A ordinary shares having a value equal to the exercise price for the total number of warrants to be exercised. The U.S.\nholder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the ordinary shares received represented by the warrants deemed surrendered and the U.S. holder’s tax basis in the warrants deemed\nsurrendered. In this case, a U.S. holder’s tax basis in the Class A ordinary shares received would equal the sum of the fair market value of the ordinary shares represented by the warrants deemed surrendered and the U.S. holder’s tax\nbasis in the warrants exercised. A U.S. holder’s holding period for the Class A ordinary shares would commence on the date following the date of exercise (or possibly the date of exercise) of the warrant.
\n
Due to the absence of authority on the U.S. federal income tax\ntreatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. holders are urged to consult their\ntax advisors regarding the tax consequences of a cashless exercise.
\nWe intend to treat the exercise of a warrant occurring after our giving notice of an intention to redeem the warrant for $0.10 as described in\nthe section of this prospectus entitled “Description of Securities — Warrants — Public Shareholders’ Warrants — Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or\nexceeds $10.00” as if we redeemed such warrant for Class A ordinary shares which, while not free from doubt, should be treated as a “recapitalization” for U.S. federal income tax purposes. Accordingly, subject to the PFIC rules\ndescribed below, a U.S. holder should not recognize any gain or loss on such deemed redemption of warrants for Class A ordinary shares. In such event, a U.S. holder’s aggregate tax basis in the Class A ordinary shares received\ngenerally should equal the U.S. holder’s aggregate tax basis in the warrants redeemed and the holding period for the Class A ordinary shares received should include the U.S. holder’s holding period for the surrendered warrants.\nHowever, if this transaction were instead to be characterized for U.S. federal income tax purposes as an exercise of the warrant (which we do not expect), then the tax treatment would instead be treated as described under “U.S. Holders —\nExercise, Lapse or Redemption of a Warrant.”
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\n\n\n Possible Constructive Distributions
\n
The terms of the warrants provide for an adjustment to the number of\nordinary shares for which the warrants may be exercised or to the exercise price of the warrants in certain events, as discussed in the section of this prospectus captioned “Description of Securities — Warrants — Public\nShareholders’ Warrants.” An adjustment which has the effect of preventing dilution generally is not taxable. The U.S. holders of the warrants would, however, be treated as receiving a constructive distribution from us if, for example, the\nadjustment increases the warrant holders’ proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of Class A ordinary shares that would be obtained upon exercise) as a result of a distribution of\ncash to the holders of our Class A ordinary shares, which is taxable to the U.S. holders of such ordinary shares as described under “— Taxation of Distributions” above. Such constructive distribution would be subject to tax as\ndescribed under that section in the same manner as if the U.S. holders of the warrants received a cash distribution from us equal to the fair market value of such increased interest.
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Passive Foreign Investment Company Rules
\n
A foreign corporation will be a PFIC for any taxable year in which\n(i) at least 75% of its gross income in such taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of\nits assets, ordinarily determined based on fair market value and averaged quarterly over such taxable year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held\nfor the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of\npassive assets.
Because we are a blank check company, with no\ncurrent active business, we believe that it is likely that we will meet the PFIC asset or income test for periods prior to the acquisition of a company or assets in a business combination. Pursuant to a\nstart-up exception, however, a corporation will not be a PFIC for the first taxable year in which the corporation has gross income (the “start-up year”), if\n(1) no predecessor of the corporation was a PFIC; (2) it is established to the satisfaction of the IRS that it will not be a PFIC for either of the first two taxable years following the start-up\nyear; and (3) the corporation is not in fact a PFIC for either of those years. The applicability of the start-up exception to us will not be known until after the close of our current taxable year and,\nperhaps, until after the close of our start-up year and the first two taxable years following our start-up year (within the meaning of the\nstart-up exception). Although subject to uncertainty, it is possible that we could be treated as a PFIC for a taxable year prior to our start-up year (within the meaning\nof the start-up exception). After the acquisition of a company or assets in a business combination, we may still meet one of the PFIC tests depending on the timing of the acquisition and the amount of our\npassive income and assets as well as the passive income and assets of the acquired business. If the company that we acquire in a business combination is a PFIC, then we will not qualify for the start-up\nexception. Our actual PFIC status for our current taxable year or any subsequent taxable year, however, will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC\nfor our current taxable year or any future taxable year.
The Code\nprovides that, to the extent provided in Treasury regulations, if any person has an option to acquire shares of a PFIC, the shares will be considered as owned by that person. Under proposed Treasury regulations that have a retroactive effective\ndate, an option to acquire shares of a PFIC is generally treated as ownership of those PFIC shares. The remainder of this discussion assumes that the PFIC rules will apply to our warrants if we are PFIC. However, you should consult your tax adviser\nregarding the application of the PFIC rules to our warrants prior to the finalization of the proposed Treasury regulations.
\nIf we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of our\nClass A ordinary shares or warrants and, in the case of our Class A ordinary shares,
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\n\n\n \nthe U.S. holder did not make either a timely “mark-to-market election” (as described below) or a timely\nqualified electing fund (“QEF”) election for our first taxable year as a PFIC in which the U.S. holder held (or was deemed to hold) ordinary shares, as described below, such holder generally will be subject to special rules with respect\nto: (i) any gain recognized by the U.S. holder on the sale or other disposition of its ordinary shares or warrants; and (ii) any “excess distribution” made to the U.S. holder (generally, any distributions to such U.S. holder\nduring a taxable year of the U.S. holder that are greater than 125% of the average annual distributions received by such U.S. holder in respect of the ordinary shares during the three preceding taxable years of such U.S. holder or, if shorter, such\nU.S. holder’s holding period for the ordinary shares).
Under\nthese rules:
\n\n\n| | \n• | \n | \nsuch gain or excess distribution will be allocated ratably over the U.S. holder’s holding period for ordinary shares or warrants; |
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\n\n\n| | \n• | \n | \nthe amount allocated to the U.S. holder’s taxable year in which the U.S. holder recognized gain or received the excess distribution, or to the portion of such holding period before the first day of our first\ntaxable year in which we are a PFIC, will be taxed as ordinary income; and |
\n\n\n| | \n• | \n | \nthe amount allocated to other taxable years (or portions thereof) of the U.S. holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. holder,\nand an interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. holder. |
\n
In general, if we are determined to be a PFIC, a U.S. holder of\nordinary shares can avoid the PFIC tax consequences described above in respect to our Class A ordinary shares by making a timely QEF election to include in income its pro rata share of our net capital gains (as long-term capital gain) and other\nearnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. holder in which or with which our taxable year ends. A U.S. holder may make a separate election to defer the\npayment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.
\nA U.S. holder may not make a QEF election with respect to its warrants to acquire our Class A ordinary shares. As a result, if a U.S. holder\nsells or otherwise disposes of such warrants (other than upon exercise of such warrants) and we were a PFIC at any time during the period the U.S. holder held such warrants, any gain recognized generally will be subject to the special tax and\ninterest charge rules treating the gain as an excess distribution, as described above. If a U.S. holder that exercises such warrants properly makes a QEF election with respect to the newly acquired Class A ordinary shares (or has previously made a\nQEF election with respect to our Class A ordinary shares), the QEF election will apply to the newly acquired Class A ordinary shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income\ninclusions resulting from the QEF election, will continue to apply with respect to such newly acquired Class A ordinary shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the U.S.\nholder held the warrants), unless the U.S. holder makes a purging election under the PFIC rules. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the\nspecial tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. holder will have a new basis and holding period in the ordinary shares acquired upon the exercise of\nthe warrants for purposes of the PFIC rules.
The QEF election is\nmade on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. holder generally makes a QEF election by attaching a\ncompleted IRS Form 8621 (Return by a Shareholder of a Passive Foreign investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the\ntax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S.\n
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\n\n\n \nholders are urged to consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
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In order to comply with the requirements of a QEF election, a U.S.\nholder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. holder such information as the IRS may require, including a PFIC annual information statement,\nin order to enable the U.S. holder to make and maintain a QEF election, but there can be no assurance that we will timely provide such required information, as there is no assurance that we will have timely knowledge of our status as a PFIC in the\nfuture or of the required information to be provided.
If a U.S.\nholder has made a QEF election with respect to our Class A ordinary shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the U.S. holder\nholds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our Class A ordinary shares generally will be taxable as capital gain and no interest\ncharge will be imposed. As discussed above, U.S. holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were\npreviously included in income generally should not be taxable as a dividend to such U.S. holders. The tax basis of a U.S. holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed\nbut not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the U.S. holder is treated under the applicable attribution rules as owning shares in a QEF.
\n
Although a determination as to our PFIC status will be made annually,\nan initial determination that we are a PFIC will generally apply for subsequent years to a U.S. holder who held ordinary shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A U.S.\nholder who makes the QEF election discussed above for our first taxable year as a PFIC in which the U.S. holder holds (or is deemed to hold) our Class A ordinary shares, however, will not be subject to the PFIC tax and interest charge rules\ndiscussed above in respect to such shares. In addition, such U.S. holder will not be subject to the QEF inclusion regime with respect to such shares for any taxable year of us that ends within or with a taxable year of the U.S. holder and in which\nwe are not a PFIC. On the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the U.S. holder holds (or is deemed to hold) our Class A ordinary shares, the PFIC rules discussed above will\ncontinue to apply to such shares unless the holder makes a purging election, as described above, and pays the tax and interest charge with respect to the gain inherent in such shares attributable to the\npre-QEF election period.
\nAlternatively, if a U.S. holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. holder\nmay make a mark-to-market election with respect to such shares for such taxable year. If the U.S. holder makes a valid mark-to-market election for the first taxable year of the U.S. holder in which the U.S. holder holds (or is deemed to hold) ordinary shares in us and for which we are determined to be a PFIC, such holder\ngenerally will not be subject to the PFIC rules described above in respect to its ordinary shares. Instead, in general, the U.S. holder will include as ordinary income each year the excess, if any, of the fair market value of its ordinary shares at\nthe end of its taxable year over the adjusted basis in its ordinary shares. These amounts of ordinary income would not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. The U.S. holder also\nwill be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its ordinary shares over the fair market value of its ordinary shares at the end of its taxable year (but only to the extent of the net amount of\npreviously included income as a result of the mark-to-market election). The U.S. holder’s basis in its ordinary shares will be adjusted to reflect any such income\nor loss amounts, and any further gain recognized on a sale or other taxable disposition of the ordinary shares will be treated as ordinary income. Currently, a\nmark-to-market election may not be made with respect to warrants.
\nThe mark-to-market election is available only for stock that is\nregularly traded on a national securities exchange that is registered with the SEC, including Nasdaq (on which we intend to list the ordinary shares), or on
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\n\n\n \na foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless the ordinary shares ceased to\nqualify as “marketable stock” for purposes of the PFIC rules or the IRS consented to the revocation of the election. U.S. holders are urged to consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our Class A ordinary shares under their particular circumstances.
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If we are a PFIC and, at any time, have a foreign subsidiary that is a\nPFIC, U.S. holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or\npart of our interest in, the lower-tier PFIC or the U.S. holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. We will endeavor to cause any lower-tier PFIC to provide to a U.S. holder the information that may be\nrequired to make or maintain a QEF election with respect to the lower-tier PFIC. However, there is no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any\nsuch lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide the required information. U.S. holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.\n
A U.S. holder that owns (or is deemed to own) shares in a PFIC\nduring any taxable year of the U.S. holder may have to file an IRS Form 8621 (whether or not a QEF or market-to-market election is made) and such other information as\nmay be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.
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The rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. holders of our Class A ordinary shares\nand warrants are urged to consult their own tax advisors concerning the application of the PFIC rules to our Class A ordinary shares and warrants under their particular circumstances.
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Tax Reporting
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Certain U.S. holders may be required to file an IRS Form 926 (Return of\na U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property (including cash) to us. Substantial penalties may be imposed on a U.S. holder that fails to comply with this reporting requirement. Furthermore, certain U.S.\nholders who are individuals and certain entities will be required to report information with respect to such U.S. holder’s investment in “specified foreign financial assets” on IRS Form 8938, subject to certain exceptions. An interest\nin the Company constitutes a specified foreign financial asset for these purposes if it is not held in an account maintained with a U.S. financial institution. Persons who are required to report specified foreign financial assets and fail to do so\nmay be subject to substantial penalties. Potential investors are urged to consult with their own tax advisers regarding the foreign financial asset reporting obligations and their application to an investment in Class A ordinary shares and\nwarrants. Each U.S. holder is urged to consult with its own tax advisor regarding this reporting obligation.
\nAdditional Tax on Net Investment Income
\nCertain U.S. holders that are individuals, estates and trusts are required to pay a 3.8 percent tax on “net investment income”\n(or in the case of an estate or trust, “undistributed net investment income”), which generally includes, among other things, interest on, and capital gains from the sale or other disposition of, the securities, subject to certain\nlimitations and exceptions. You are urged to consult your own tax advisors regarding the applicability of this additional tax to your ownership and disposition of the securities.
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\n\n\n Non-U.S. Holders
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This section applies to you if you are a\n“Non-U.S. holder.” A Non-U.S. holder is a beneficial owner of our units, Class A ordinary shares, or warrants that is, for U.S. federal income tax\npurposes, one of the following:
\n\n\n| | \n• | \n | \na non-resident alien individual, other than certain former citizens and residents of the United States subject to U.S. tax as expatriates; |
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\n\n\n| | \n• | \n | \na foreign corporation; or |
\n\n\n| | \n• | \n | \nan estate or trust that is not a U.S. holder; |
\nbut generally does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition. If you are such an\nindividual, you are urged to consult your tax advisor regarding the U.S. federal income tax consequences of the sale or other disposition of our securities.
\nDividends (including constructive dividends) paid or deemed paid to a Non-U.S. holder in respect to our\nClass A ordinary shares generally will not be subject to U.S. federal income tax, unless the dividends are effectively connected with the Non-U.S. holder’s conduct of a trade or business within the\nUnited States (and are attributable to a U.S. permanent establishment if an applicable treaty so requires). In addition, a Non-U.S. holder generally will not be subject to U.S. federal income tax on any gain\nattributable to a sale or other disposition of our Class A ordinary shares or warrants unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty,\nis attributable to a permanent establishment or fixed base that such holder maintains in the United States).
\nDividends and gains that are effectively connected with the Non-U.S. holder’s conduct of a trade\nor business in the United States (and are attributable to a U.S. permanent establishment if an applicable treaty so requires) generally will be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a\ncomparable U.S. holder and, in the case of a Non-U.S. holder that is a corporation for U.S. federal income tax purposes, also may be subject to an additional branch profits tax at a 30% rate or a lower\napplicable tax treaty rate.
The U.S. federal income tax treatment\nof a Non-U.S. holder’s exercise of a warrant, or the lapse of a warrant held by a Non-U.S. holder, generally will correspond to the U.S. federal income tax\ntreatment of the exercise or lapse of a warrant by a U.S. holder, as described under “U.S. holders — Exercise, Lapse or Redemption of a Warrant,” above, although to the extent a cashless exercise results in a taxable exchange, the\nconsequences would be similar to those described in the preceding paragraphs above for a Non-U.S. holder’s gain on the sale or other disposition of our Class A ordinary shares and warrants.
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Information Reporting and Backup Withholding
\n
Dividend payments with respect to our Class A ordinary shares and\nproceeds from the sale, exchange or redemption of our Class A ordinary shares may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. holder who furnishes a\ncorrect taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. A Non-U.S. holder generally will eliminate\nthe requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise\nestablishing an exemption.
Backup withholding is not an additional\ntax. Amounts withheld as backup withholding may be credited against a U.S. holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing\nthe appropriate claim for refund with the IRS and furnishing any required information.
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\n\n\n UNDERWRITING
\n
Under the terms and subject to the conditions contained in an\nunderwriting agreement dated as of the date of this prospectus we have agreed to sell to the underwriters named below, for whom Citigroup Global Markets Inc. and Jefferies LLC are acting as representatives, the following respective numbers of units:\n
\n\n\n\n\n\n | \n\n | \n | \n | \n |
\n\n| Underwriters | \n | \nUnits | \n |
\n\n\n\n| Citigroup Global Markets Inc. | \n | \n | \n | \n |
\n\n| Jefferies LLC | \n | \n | \n | \n |
\n\n | \n | \n | \n | \n |
\n\n| Total | \n | \n | \n22,500,000 | \n |
\n\n | \n | \n | \n | \n |
\n
The underwriting agreement\nprovides that the underwriters are obligated to purchase all the units in the offering if any are purchased, other than those units covered by the over-allotment option described below.
\n
We have granted to the underwriters a 45-day option to purchase on a pro rata basis up to 3,375,000 additional units at the initial public offering price, less the underwriting discounts and commissions. The option may be exercised only to cover any\nover-allotments of units.
The underwriters propose to offer\nthe units initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $ per unit. After the initial public\noffering the underwriters may change the public offering price and concession and discount to broker/dealers.
\nThe following table summarizes the compensation and estimated expenses we will pay.
\n
\n\n\n\n\n\n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n |
\n\n| | \n | \nPer Unit(1) | \n | \n | \nTotal(1) | \n |
\n\n| | \n | \nWithout
Over-
allotment | \n | \n | \nWith
Over-
allotment | \n | \n | \nWithout
Over-
allotment | \n | \n | \nWith
Over-
allotment | \n |
\n\n\n\n| Underwriting discounts and commissions paid by us | \n | \n$ | \n0.55 | \n | \n | \n$ | \n0.55 | \n | \n | \n$ | \n12,375,000 | \n | \n | \n$ | \n14,231,250 | \n |
\n
\n\n\n| (1) | \n | \nIncludes $0.35 per unit, or $7,875,000 in the aggregate (or up to $9,056,250 if the underwriters’ over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be\nplaced in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination. Does not include certain fees and expenses payable to\nthe underwriters in connection with this offering. |
\nWe estimate that our out-of-pocket expenses for this offering\nwill be approximately $1,000,000, excluding underwriting discounts and commissions. We have agreed to pay for fees and expenses of the underwriters’ legal counsel related to the Financial Industry Regulatory Authority, Inc., or FINRA, not to\nexceed $20,000.
The representatives have informed us that the\nunderwriters do not intend to make sales to discretionary accounts.
\nThe private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not\nbe transferable, assignable or salable until 30 days after the completion of our initial business combination (except with respect to permitted transferees as described herein under “Principal Shareholders — Transfers of Founder Shares and\nPrivate Placement Warrants”).
We, our sponsor and our\nofficers and directors have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, without the prior written consent of Citigroup Global Markets Inc. and Jefferies LLC for a period of 180 days\nafter the date of this prospectus, any units, warrants, ordinary shares or any other securities convertible into, or exercisable, or exchangeable for, ordinary shares; provided, however, that we may (1) issue and sell the private placement warrants\nor warrants issued upon
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\n\n\n\n
\n\n\n \nconversion of working capital loans and extension loans (if any), (2) issue and sell the additional units to cover our underwriters’ over-allotment option (if any), (3) register with the SEC\npursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, the resale of the private placement warrants and the Class A ordinary shares issuable upon exercise of the warrants and the\nfounder shares, and (4) issue securities in connection with our initial business combination. Citigroup Global Markets Inc. and Jefferies LLC in their discretion may release any of the securities subject to these\nlock-up agreements at any time without notice.
\nOur sponsor has agreed not to transfer, assign or sell any of its founder shares until the earlier to occur of: (A) one year after the\ncompletion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120\ndays after our initial business combination, or (y) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public\nshareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (except with respect to permitted transferees as described herein under “Principal Shareholders — Transfers of Founder\nShares and Private Placement Warrants”). Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares.
\n
We have agreed to indemnify the underwriters against certain\nliabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.
\nWe intend to apply to list our units on Nasdaq under the symbol “IVCAU” and, once the Class A ordinary shares and warrants begin\nseparate trading, to have our Class A ordinary shares and warrants listed on Nasdaq under the symbols “IVCA” and “IVCAW,” respectively.
\nPrior to this offering, there has been no public market for our securities. Consequently, the initial public offering price for the units was\ndetermined by negotiations between us and the representatives.
The\ndetermination of our per unit offering price was more arbitrary than would typically be the case if we were an operating company. Among the factors considered in determining initial public offering price were the history and prospects of companies\nwhose principal business is the acquisition of other companies, prior offerings of those companies, our management, our capital structure, and currently prevailing general conditions in equity securities markets, including current market valuations\nof publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the units, Class A ordinary shares or warrants will sell in the public market after this offering will not be lower than\nthe initial public offering price or that an active trading market in our units, Class A ordinary shares or warrants will develop and continue after this offering.
\nIf we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, if we extend the\ntime to complete a business combination as described in this prospectus), the trustee and the underwriters have agreed that: (i) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any\naccrued interest thereon, then in the trust account; and (ii) that the deferred underwriters’ discounts and commissions will be distributed on a pro rata basis, together with any accrued interest thereon (which interest shall be net of\ntaxes payable) to the public shareholders.
In connection with the\noffering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.
\n
\n\n\n| | \n• | \n | \nStabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. |
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\n\n\n\n\n\n| | \n• | \n | \nOver-allotment involves sales by the underwriters of units in excess of the number of units the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a\ncovered short position or a naked short position. In a covered short position, the number of units over-allotted by the underwriters is not greater than the number of units that they may purchase in the over-allotment option. In a naked short\nposition, the number of units involved is greater than the number of units in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing units in the open\nmarket. |
\n\n\n| | \n• | \n | \nSyndicate covering transactions involve purchases of the units in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of units to close out\nthe short position, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which they may purchase units through the over-allotment option. If the underwriters\nsell more units than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying units in the open market. A naked short position is more likely to be created if the underwriters are concerned\nthat there could be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in the offering. |
\n
\n\n\n| | \n• | \n | \nPenalty bids permit the representatives to reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to\ncover syndicate short positions. |
These stabilizing\ntransactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our units or preventing or retarding a decline in the market price of the units. As a result the price of our units may\nbe higher than the price that might otherwise exist in the open market. These transactions may be effected on Nasdaq or otherwise and, if commenced, may be discontinued at any time.
\n
We are not under any contractual obligation to engage any of the\nunderwriters to provide any services for us after this offering, and have no present intent to do so but we may do so at our discretion. However, any of the underwriters may introduce us to potential target businesses or assist us in raising\nadditional capital in the future including by acting as a placement agent in a private offering or underwriting or arranging debt financing. If any of the underwriters provide services to us after this offering, we may pay such underwriter fair and\nreasonable fees that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with any of the underwriters and no fees for such services will be paid to any of the underwriters prior to\nthe date that is 60 days from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with this offering and we may pay the underwriters of this offering or any entity\nwith which they are affiliated a finder’s fee or other compensation for services rendered to us in connection with the completion of a business combination. Any fees we may pay the underwriters or their affiliates for services rendered to us\nafter this offering may be contingent on the completion of a business combination and may include non-cash compensation. The underwriters or their affiliates that provide these services to us may have a\npotential conflict of interest given that the underwriters are entitled to the deferred portion of their underwriting compensation for this offering only if an initial business combination is completed within the specified timeframe.
\n
Some of the underwriters and their affiliates have engaged in, and may\nin the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates, including in connection with acting in an advisory capacity or as a potential financing source in conjunction\nwith our potential acquisition of a company. They have received, or may in the future receive, customary fees and commissions for these transactions.
\nIn addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of\ninvestments and actively trade debt and equity securities (or related derivative securities)
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\n\n\n\n
\n\n\n \nand financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or\ninstruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or\nrecommend to clients that they acquire, long and/or short positions in such securities and instruments.
\nA prospectus in electronic format may be made available on the web sites maintained by one or more of the underwriters, or selling group\nmembers, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of units to underwriters and selling\ngroup members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.
\n
The units are offered for sale in those jurisdictions in the United\nStates, Europe, Asia and elsewhere where it is lawful to make such offers.
\nEach of the underwriters has represented and agreed that it has not offered, sold or delivered and will not offer, sell or deliver any of the\nunits directly or indirectly, or distribute this prospectus or any other offering material relating to the units, in or from any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof\nand that will not impose any obligations on us except as set forth in the underwriting agreement.
\nWe do not currently intend to register as a broker/dealer, merge with or acquire a registered broker/ dealer, or otherwise become a member of\nFINRA. However, in the event that we acquire a FINRA member or an entity affiliated with a FINRA member in the future, we have confirmed for the underwriters that FINRA Rule 5121 would apply.
\n
PRIIPs Regulation/Prohibition of Sales to European Economic Area Retail Investors\n
The units are not intended to be offered, sold or otherwise\nmade available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail\nclient as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the “Insurance Distribution Directive”), where that\ncustomer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129; and the expression “an offer”\nincludes the communication in any form and by any means of sufficient information on the terms of the offer and the units to be offered so as to enable an investor to decide to purchase or subscribe for the units. Consequently, no key information\ndocument required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the units or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling\nthe units or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
\nProhibition of Sales to United Kingdom Retail Investors
\nThe units are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to\nany retail investor in the United Kingdom. For these purposes: (a) the expression retail investor means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No\n2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the\n“FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it\nforms part of domestic law by virtue of the EUWA; or (iii) not
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\n\n\n\n
\n\n\n \na qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA; and the expression “an offer” includes the\ncommunication in any form and by any means of sufficient information on the terms of the offer and the units to be offered so as to enable an investor to decide to purchase or subscribe for the units. Consequently, no key information document\nrequired by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the units or otherwise making them available to retail investors in the UK has been\nprepared and therefore offering or selling the units or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
\nNotice to Prospective Investors in the United Kingdom
\nThis prospectus is only for distribution to and directed at: (i) in the United Kingdom, persons having professional experience in matters\nrelating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) and high net worth entities falling within Article 49(2)(a) to (d) of the\nOrder; (ii) persons who are outside the United Kingdom; and (iii) any other person to whom it can otherwise be lawfully distributed (all such persons together being referred to as “Relevant Persons”). Any investment or investment\nactivity to which this prospectus relates is available only to and will be engaged in only with Relevant Persons, and any person who is not a Relevant Person should not rely on it. It is a condition of you receiving this document that you represent\nand warrant to the issuer and its professional advisers and contractors that (i) you are a Relevant Person; and (ii) you have read and agree to comply with the contents of this notice.
\n
Each of the underwriters severally represents, warrants and agrees as\nfollows:
\n\n\n| | \n(a) | \n | \nit has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to\npersons who have professional experience in matters relating to investments falling with Article 19(5) of the Order or in circumstances in which section 21 of FSMA does not apply to the company; and |
\n
\n\n\n| | \n(b) | \n | \nit has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the units in, from or otherwise involving the United Kingdom. |
\n
Notice to Prospective Investors in Japan
\n
The underwriters will not offer or sell any of our units directly or\nindirectly in Japan or to, or for the benefit of any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person,\nexcept in each case pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan and any other applicable laws and regulations of Japan. For purposes of this paragraph,\n“Japanese person” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.
\nNotice to Prospective Investors in Hong Kong
\nThe underwriters and each of their affiliates have not (i) offered or sold, and will not offer or sell, in Hong Kong, by means of any\ndocument, our units other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap.571) of Hong Kong and any rules made under that Ordinance or (b) in other circumstances which do not result in\nthe document being a “prospectus” as defined in the Companies Ordinance (Cap. 32 of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance or (ii) issued or had in its possession for the\npurposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere any advertisement, invitation or document relating to our units which is directed at, or the contents of which are likely to\nbe accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with
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\n\n\n\n
\n\n\n \nrespect to our securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures\nOrdinance and any rules made under that Ordinance. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the\ncontents of this document, you should obtain independent professional advice.
\nNotice to Prospective Investors in Singapore
\nThis prospectus or any other offering material relating to our units has not been and will not be registered as a prospectus with the Monetary\nAuthority of Singapore, and the units will be offered in Singapore pursuant to exemptions under Section 274 and Section 275 of the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”).\nAccordingly our units may not be offered or sold, or be the subject of an invitation for subscription or purchase, nor may this prospectus or any other offering material relating to our units be circulated or distributed, whether directly or\nindirectly, to the public or any member of the public in Singapore other than (a) to an institutional investor or other person specified in Section 274 of the Securities and Futures Act, (b) to a sophisticated investor, and in\naccordance with the conditions specified in Section 275 of the Securities and Futures Act or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.
\n
Notice to Prospective Investors in Germany
\n
Each person who is in possession of this prospectus is aware of the\nfact that no German sales prospectus (Verkaufsprospekt) within the meaning of the Securities Sales Prospectus Act (Wertpapier- Verkaufsprospektgesetz, the “Act”) of the Federal Republic of Germany has been or will be published with respect\nto our units. In particular, each underwriter has represented that it has not engaged and has agreed that it will not engage in a public offering in (offentliches Angebot) within the meaning of the Act with respect to any of our units otherwise than\nin accordance with the Act and all other applicable legal and regulatory requirements.
\nNotice to Prospective Investors in France
\nThe units are being issued and sold outside the Republic of France and that, in connection with their initial distribution, it has not offered\nor sold and will not offer or sell, directly or indirectly, any units to the public in the Republic of France, and that it has not distributed and will not distribute or cause to be distributed to the public in the Republic of France this prospectus\nor any other offering material relating to the units, and that such offers, sales and distributions have been and will be made in the Republic of France only to qualified investors (investisseurs qualifiés) in accordance with Article L.411-2 of the Monetary and Financial Code and decrét no. 98-880 dated 1st October, 1998.
\n
Notice to Prospective Investors in the Netherlands
\n
Our units may not be offered, sold, transferred or delivered in or from\nthe Netherlands as part of their initial distribution or at any time thereafter, directly or indirectly, other than to, individuals or legal entities situated in The Netherlands who or which trade or invest in securities in the conduct of a business\nor profession (which includes banks, securities intermediaries (including dealers and brokers), insurance companies, pension funds, collective investment institution, central governments, large international and supranational organizations, other\ninstitutional investors and other parties, including treasury departments of commercial enterprises, which as an ancillary activity regularly invest in securities; hereinafter, “Professional Investors”), provided that in the offer,\nprospectus and in any other documents or advertisements in which a forthcoming offering of our units is publicly announced (whether electronically or otherwise) in The Netherlands it is stated that such offer is and will be exclusively made to such\nProfessional Investors. Individual or legal entities who are not Professional Investors may not participate in the offering of our units, and this prospectus or any other offering material relating to our units may not be considered an offer or the\nprospect of an offer to sell or exchange our units.
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\n\n\n Notice to Prospective Investors in the Cayman Islands
\n
No offer or invitation, whether directly or indirectly may be made to\nthe public in the Cayman Islands to subscribe for our securities.
Notice to\nProspective Investors in Canada
Resale Restrictions\n
The distribution of units in Canada is being made only in\nthe provinces of Ontario, Quebec, Alberta and British Columbia on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of these\nsecurities are made. Any resale of the units in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a\ndiscretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the securities.
\n
Representations of Canadian Purchasers
\n
By purchasing units in Canada and accepting delivery of a purchase\nconfirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:
\n\n\n| | \n• | \n | \nthe purchaser is entitled under applicable provincial securities laws to purchase the units without the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as\ndefined under National Instrument 45-106 — Prospectus Exemptions, |
\n\n\n| | \n• | \n | \nthe purchaser is a “permitted client” as defined in National Instrument 31-103 — Registration Requirements, Exemptions and Ongoing Registrant Obligations,\n |
\n\n\n| | \n• | \n | \nwhere required by law, the purchaser is purchasing as principal and not as agent, and |
\n\n\n| | \n• | \n | \nthe purchaser has reviewed the text above under Resale Restrictions. |
\nConflicts of Interest
\nCanadian purchasers are hereby notified that the underwriters are relying on the exemption set out in section 3A.3 or 3A.4, if applicable,\nof National Instrument 33-105 — Underwriting Conflicts from having to provide certain conflict of interest disclosure in this document.
\n
Statutory Rights of Action
\n
Securities legislation in certain provinces or territories of Canada\nmay provide a purchaser with remedies for rescission or damages if the prospectus (including any amendment thereto) such as this document contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the\npurchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser of these securities in Canada should refer to any applicable provisions of the securities legislation of the\npurchaser’s province or territory for particulars of these rights or consult with a legal advisor.
\nEnforcement of Legal Rights
\nAll of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible\nfor Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to\nsatisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.
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\n\n\n Taxation and Eligibility for Investment
\n
Canadian purchasers of units should consult their own legal and tax\nadvisors with respect to the tax consequences of an investment in the units in their particular circumstances and about the eligibility of the units for investment by the purchaser under relevant Canadian legislation.
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\n\n\n LEGAL MATTERS
\n
Winston & Strawn LLP is acting as counsel in connection with\nthe registration of our securities under the Securities Act, and as such, will pass upon the validity of the securities offered in this prospectus with respect to the units and the warrants. Ogier will pass upon the validity of the securities\noffered in this prospectus with respect to the ordinary shares and matters of Cayman Islands law. In connection with this offering, Davis Polk & Wardwell LLP, New York, New York, is acting as counsel to the underwriters.
\n
EXPERTS
\n
The financial statements of Investcorp India Acquisition Corp as of\nDecember 31, 2021 and for the period from February 19, 2021 (inception) through December 31, 2021 appearing in this prospectus have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report thereon\n(which contains an explanatory paragraph relating to substantial doubt about the ability of Investcorp India Acquisition Corp to continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere in this prospectus,\nand are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
\nWHERE YOU CAN FIND ADDITIONAL INFORMATION
\n
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information\nabout us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents,\nthe references are materially complete but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement for copies of the actual contract,\nagreement or other document.
Upon completion of this offering, we\nwill be subject to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement,\nover the internet at the SEC’s website at www.sec.gov.
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\n\n\n INDEX TO FINANCIAL STATEMENTS
\n
INVESTCORP INDIA ACQUISITION CORP
\n
\n\n
F-1
\n\n\n\n
\n\n\n REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
\n
To the Shareholder and Board of Directors of
\nInvestcorp India Acquisition Corp
\nOpinion on the Financial Statements
\nWe have audited the accompanying balance sheet of Investcorp India Acquisition Corp (f/k/a Investcorp Acquisition Corp.) (the\n“Company”) as of December 31, 2021, the related statements of operations, changes in shareholder’s equity and cash flows for the period from February 19, 2021 (inception) through December 31, 2021, and the related notes\n(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its\noperations and its cash flows for the periods from February 19, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
\n
Explanatory Paragraph—Going Concern
\n
The accompanying financial statements have been prepared assuming that\nthe Company will continue as a going concern. As more fully described in Note 1, the Company’s ability to execute its business plan is dependent upon its completion of the proposed initial public offering described in Note 3 to the financial\nstatements. The Company has working capital deficit as of December 31, 2021 and lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance of the financial\nstatements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 and 3. The financial statements do not\ninclude any adjustments that might result from the outcome of this uncertainty.
\nBasis for Opinion
\nThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the\nCompany’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company\nin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial\nreporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial\nreporting. Accordingly, we express no such opinion.
Our audit\nincluded performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,\nevidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the\nfinancial statements. We believe that our audit provides a reasonable basis for our opinion.
\n/s/ Marcum LLP
\nMarcum LLP
\nWe have served as the Company’s auditor since 2021.
\nBoston, MA
February 16, 2022, except for Note 9 as to which\nthe date is March 23, 2022.
\n
F-2
\n\n\n\n
\n\n\n INVESTCORP INDIA ACQUISITION CORP
\nBALANCE SHEET
\n\n\n\n\n\n | \n\n | \n | \n | \n |
\n\n| | \n | \nDecember 31,
2021 | \n |
\n\n\n\n| ASSETS | \n | \n | \n | \n |
\n\n| Deferred offering costs | \n | \n$ | \n494,650 | \n |
\n\n | \n | \n | \n | \n |
\n\n| Total Assets | \n | \n$ | \n494,650 | \n |
\n\n | \n | \n | \n | \n |
\n\n| LIABILITIES AND SHAREHOLDER’S EQUITY | \n | \n | \n | \n |
\n\n| Current Liabilities | \n | \n | \n | \n |
\n\n| Accrued offering costs | \n | \n$ | \n147,472 | \n |
\n\n| Due to Sponsor | \n | \n | \n325,765 | \n |
\n\n | \n | \n | \n | \n |
\n\n| Total current liabilities | \n | \n | \n473,237 | \n |
\n\n | \n | \n | \n | \n |
\n\n| Commitments and Contingencies (Note 6) | \n | \n | \n | \n |
\n\n| Shareholder’s Equity | \n | \n | \n | \n |
\n\n| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding | \n | \n | \n— | \n |
\n\n| Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; none\noutstanding | \n | \n | \n— | \n |
\n\n| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares\nissued and outstanding(1) | \n | \n | \n719 | \n |
\n\n| Additional paid in capital | \n | \n | \n24,281 | \n |
\n\n| Class B ordinary shares subscription receivable | \n | \n | \n— | \n |
\n\n| Accumulated deficit | \n | \n | \n(3,587 | \n) |
\n\n | \n | \n | \n | \n |
\n\n| Total shareholder’s equity | \n | \n | \n21,413 | \n |
\n\n | \n | \n | \n | \n |
\n\n| Total Liabilities and Shareholder’s Equity | \n | \n$ | \n494,650 | \n |
\n\n | \n | \n | \n | \n |
\n
\n\n\n| (1) | \n | \nOn March 22, 2022, the Company surrendered 718,750 shares of Class B ordinary shares as a result of updated terms of the proposed public offering. All share amounts and related information have been retroactively\nrestated to reflect the surrender (Note 9). Includes an aggregate of up to 843,750 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 8). |
\n
The accompanying notes are an integral part of these financial\nstatements.
\n
F-3
\n\n\n\n
\n\n\n INVESTCORP INDIA ACQUISITION CORP
\nSTATEMENT OF OPERATIONS
\n\n\n\n\n\n | \n\n | \n | \n | \n |
\n\n| | \n | \nFor the period
from February 19,
2021 (inception)
through December 31, 2021 | \n |
\n\n\n\n| Formation costs | \n | \n$ | \n3,587 | \n |
\n\n | \n | \n | \n | \n |
\n\n| Net loss | \n | \n$ | \n3,587 | \n |
\n\n | \n | \n | \n | \n |
\n\n| Weighted average shares outstanding, basic and diluted(1) | \n | \n | \n5,625,000 | \n |
\n\n | \n | \n | \n | \n |
\n\n| Basic and diluted net loss per common share | \n | \n$ | \n(0.00 | \n) |
\n\n | \n | \n | \n | \n |
\n
\n\n\n| (1) | \n | \nOn March 22 2022, the Company surrendered 718,750 shares of Class B ordinary shares as a result of updated terms of the proposed public offering. All share amounts and related information have been retroactively\nrestated to reflect the surrender (Note 9). Excludes an aggregate of up to 843,750 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 8). |
\n
The accompanying notes are an integral part of these financial\nstatements.
\n
F-4
\n\n\n\n
\n\n\n INVESTCORP INDIA ACQUISITION CORP
\nSTATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY
\nFOR THE PERIOD FROM FEBRUARY 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021
\n
\n\n\n\n\n\n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n | \n\n | \n | \n | \n |
\n\n| | \n | \nClass B Ordinary
Shares | \n | \n | \nAdditional
Paid-in
Capital | \n | \n | \nSubscription
Receivable | \n | \n | \nAccumulated
Deficit | \n | \n | \nTotal
Shareholder’s
Equity | \n |
\n\n| | \n | \nShares | \n | \n | \nAmount | \n |
\n\n\n\n| Balance — February 19, 2021 (inception) | \n | \n | \n— | \n | \n | \n$ | \n— | \n | \n | \n$ | \n— | \n | \n | \n$ | \n— | \n | \n | \n$ | \n— | \n | \n | \n$ | \n— | \n |
\n\n| Issuance of Class B ordinary shares to\nSponsors(1) | \n | \n | \n6,468,750 | \n | \n | \n | \n719 | \n | \n | \n | \n24,281 | \n | \n | \n | \n— | \n | \n | \n | \n— | \n | \n | \n | \n25,000 | \n |
\n\n| Class B ordinary shares subscription receivable | \n | \n | \n— | \n | \n | \n | \n— | \n | \n | \n | \n— | \n | \n | \n | \n(10,000 | \n) | \n | \n | \n— | \n | \n | \n | \n(10,000 | \n) |
\n\n| Receipt of Subscription Receivable | \n | \n | \n— | \n | \n | \n | \n— | \n | \n | \n | \n— | \n | \n | \n | \n10,000 | \n | \n | \n | \n— | \n | \n | \n | \n10,000 | \n |
\n\n| Net loss | \n | \n | \n— | \n | \n | \n | \n— | \n | \n | \n | \n— | \n | \n | \n | \n— | \n | \n | \n | \n(3,587 | \n) | \n | \n | \n(3,587 | \n) |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\n\n| Balance — December 31, 2021 | \n | \n | \n6,468,750 | \n | \n | \n$ | \n719 | \n | \n | \n$ | \n24,281 | \n | \n | \n | \n— | \n | \n | \n$ | \n(3,587 | \n) | \n | \n$ | \n21,413 | \n |
\n\n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\n
\n\n\n| (1) | \n | \nOn March 22, 2022, the Company surrendered 718,750 shares of Class B ordinary shares as a result of updated terms of the proposed public offering. All share amounts and related information have been retroactively\nrestated to reflect the surrender (Note 9). Includes an aggregate of up to 843,750 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 8). |
\n
The accompanying notes are an integral part of these financial\nstatements.
\n
F-5
\n\n\n\n
\n\n\n INVESTCORP INDIA ACQUISITION CORP
\nSTATEMENTS OF CASH FLOWS
\n\n\n\n\n\n | \n\n | \n | \n | \n |
\n\n| | \n | \nFor the
period from
February 19,
2021
(inception)
through
December 31,
2021 | \n |
\n\n\n\n| Cashflow from operating activities: | \n | \n | \n | \n |
\n\n| Net loss | \n | \n$ | \n(3,587 | \n) |
\n\n| Adjustments to reconcile net loss to net cash used in operating activities: | \n | \n | \n | \n |
\n\n| Changes in operating assets and liabilities: | \n | \n | \n | \n |
\n\n| Accrued offering expenses | \n | \n | \n3,587 | \n |
\n\n | \n | \n | \n | \n |
\n\n| Net cash used in operating activities | \n | \n | \n— | \n |
\n\n| Net change in cash | \n | \n | \n— | \n |
\n\n| Cash at the beginning of the period | \n | \n | \n— | \n |
\n\n | \n | \n | \n | \n |
\n\n| Cash at the end of the period | \n | \n$ | \n— | \n |
\n\n | \n | \n | \n | \n |
\n\n| Non-cash investing and financing\nactivities: | \n | \n | \n | \n |
\n\n| Deferred offering costs included in accrued offering expenses | \n | \n$ | \n143,884 | \n |
\n\n | \n | \n | \n | \n |
\n\n| Deferred offering costs paid through Due to Sponsor | \n | \n$ | \n325,765 | \n |
\n\n | \n | \n | \n | \n |
\n\n| Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary\nshares | \n | \n$ | \n25,000 | \n |
\n\n | \n | \n | \n | \n |
\n
The accompanying notes are an integral\npart of these financial statements.
\n
F-6
\n\n\n\n
\n\n\n INVESTCORP INDIA ACQUISITION CORP
\nNOTES TO FINANCIAL STATEMENTS
\n
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
\n
Investcorp India Acquisition Corp (the “Company”) is a blank\ncheck company incorporated in the Cayman Islands on February 19, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business\ncombination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth\ncompanies. On January 11, 2022, the Company changed its name from Investcorp Acquisition Corp. to Investcorp India Acquisition Corp.
\nAs of December 31, 2021, and for the period from February 19, 2021 (inception) through December 31, 2021, the Company had not yet\ncommenced any operations. All activity for the period from February 19, 2021 (inception) through December 31, 2021, relates to the Company’s formation and the proposed initial public offering (the “Proposed Offering”) which is\ndescribed below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form\nof interest income from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end.
\nThe Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the Proposed Offering of\n22,500,000 units at $10.00 per unit (or 25,875,000 units if the underwriter’s over-allotment option is exercised in full) (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the\n“Public Shares”) which is discussed in Note 3 and the sale of 14,400,000 warrants (or 16,087,500 warrants if the underwriter’s over-allotment option is exercised in full) (the “Private Placement Warrants”) at a price of\n$1.00 per Private Placement Warrant that will close in a private placement to ICE I Holdings Pte. Ltd. (the “Sponsor”) simultaneously with the closing of the Proposed Offering (see Note 4).
\n
The Company’s management has broad discretion with respect to the\nspecific application of the net proceeds of the Proposed Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ\nrules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions\nand taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or\nacquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as\namended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Offering, management has agreed that $10.30 per Unit sold in the\nProposed Offering, including the proceeds from the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in\nSection 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule\n2a-7 under the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to\nthe Company’s shareholders, as described below.
The\nCompany will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in\nconnection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder\n
\n
F-7
\n\n\n\n
\n\n\n\n INVESTCORP INDIA ACQUISITION CORP
\nNOTES TO FINANCIAL STATEMENTS
\n \napproval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business\nCombination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks\nshareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.
\nIf the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the\nCompany’s Certificate of Incorporation 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\nSection 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.\n
The public shareholders will be entitled to redeem their\nshares for a pro rata portion of the amount then in the Trust Account (initially $10.30 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 8). There will be\nno redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These Class A ordinary shares will be recorded at a redemption value and classified as temporary equity upon the completion of the\nProposed Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
\nIf a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the\nCompany will, pursuant to its Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same\ninformation as would be included in a proxy statement with the SEC prior to completing a Business Combination.
\nThe Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or\nafter the Proposed Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Certificate of Incorporation with respect to the Company’s pre-Business\nCombination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem\nany shares (including the Founder Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business\nCombination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to shareholders’ rights of\npre-Business Combination activity and (d) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor\nwill be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Proposed Offering if the Company fails to complete its Business Combination.
\n
If the Company is unable to complete a Business Combination within 15\nmonths from the closing of the Proposed Offering (the “Combination Period”) (or up to 21 months, if the Company extends the time to complete a Business Combination), the Company will (i) cease all operations except for the purpose of\nwinding up, (ii) as promptly as reasonably possible but no 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\ndeposit in the Trust Account, including
\n
F-8
\n\n\n\n
\n\n\n\n INVESTCORP INDIA ACQUISITION CORP
\nNOTES TO FINANCIAL STATEMENTS
\n \ninterest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then\noutstanding public shares, which redemption will completely extinguish public shareholder’s rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly\nas reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject\nin each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the\nevent the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.\nIn the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Proposed Offering price per Unit of $10.00.
\n
The Sponsor has agreed that it will be liable to the Company if and\nto the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business\nCombination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.30 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account,\nif less than $10.30 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all\nrights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Proposed Offering against certain liabilities, including liabilities\nunder the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has\nsufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its shareholders that the Sponsor would be able to satisfy those obligations.\nNone of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the\nSponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the\nCompany waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
\nGoing Concern Consideration
\nAs of December 31, 2021, the Company had $0 in cash and a working capital deficit of $473,237 (excluding deferred offering costs). The Company\nhas incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address\nthis uncertainty through a Proposed Offering as discussed in Note 3. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The financial\nstatements do not include any adjustments that might result from the outcome of this uncertainty.
\nRisks and Uncertainties
\nManagement is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus\ncould have a negative effect on the Company’s financial position, results of
\n
F-9
\n\n\n\n
\n\n\n\n INVESTCORP INDIA ACQUISITION CORP
\nNOTES TO FINANCIAL STATEMENTS
\n \nits operations, close of the Proposed Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial\nstatements do not include any adjustments that might result from the outcome of this uncertainty.
\nNOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
\nBasis of Presentation
\nThe accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America\n(“GAAP”) and pursuant to the rules and regulations of the SEC.
\nThe Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these\nfinancial statements. In connection with the Company’s assessment of going concern consideration in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of\nUncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until the earlier\nof the consummation of the Proposed Offering or one year from the date of issuance of these financial statements.
\nEmerging Growth Company
\nThe Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our\nBusiness Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not\nlimited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic\nreports 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.
\n
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth\ncompanies 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\nregistered 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\nto non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or\nrevised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make\ncomparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because\nof the potential differences in accounting standards used.
\nUse of Estimates
\nThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported\namounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
\n
Making estimates requires management to exercise significant judgment.\nIt is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial
\n
F-10
\n\n\n\n
\n\n\n\n INVESTCORP INDIA ACQUISITION CORP
\nNOTES TO FINANCIAL STATEMENTS
\n \nstatements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ\nsignificantly from those estimates.
Cash and Cash\nEquivalents
The Company considers all short-term\ninvestments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash or cash equivalents as of December 31, 2021.
\n
Income Taxes
\n
The Company complies with the accounting and reporting requirements of\nASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement\nand tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are\nestablished, when necessary, to reduce deferred tax assets to the amount expected to be realized.
\nASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax\npositions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company\nrecognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is\ncurrently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
\nThere is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations,\nincome taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially\nchange over the next twelve months.
Net Loss Per Ordinary\nShare
Net loss per ordinary share is computed by\ndividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 843,750 Class B ordinary\nshares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 7). At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised\nor converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.
\n
Fair Value of Financial Instruments
\n
The fair value of the Company’s assets and liabilities, which\nqualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
\n
The Company applies ASC 820, which establishes a framework for\nmeasuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s\nprincipal or most advantageous
\n
F-11
\n\n\n\n
\n\n\n\n INVESTCORP INDIA ACQUISITION CORP
\nNOTES TO FINANCIAL STATEMENTS
\n \nmarket in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of\nobservable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained\nfrom sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or\nliability and are to be developed based on the best information available in the circumstances.
\nLevel 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement\nare observable inputs, such as quoted prices in active markets for identical assets or liabilities.
\nLevel 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar\nunderlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
\nLevel 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when\nlittle or no market data exists for the assets or liabilities.
\nDeferred Offering Costs Associated with the Proposed Offering
\n
The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of\nprofessional and registration fees incurred through the balance sheet date that are related to the Proposed Offering. Offering costs are charged to shareholder’s equity or the statement of operations based on the relative value of the Public\nand Private Warrants (if accounted for as liabilities) to the proceeds received from the Units sold upon the completion of the Proposed Offering.
\nRedeemable Share Classification
\nThe Company’s ordinary shares that will be sold as part of the Units in the Proposed Offering (“public ordinary shares”) contain\na redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In\naccordance with ASC 480-10-S99, the Company classifies public ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not\nsolely within the control of the Company. The public ordinary shares sold as part of the Units in the Proposed Offering will be issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public\nordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20.
\nThe public ordinary shares are subject to ASC 480-10-S99\nand are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. According to\nASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable.
\n
Derivative Financial Instruments
\n
The Company evaluates its financial instruments to determine if such\ninstruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative\ninstrument is initially recorded
\n
F-12
\n\n\n\n
\n\n\n\n INVESTCORP INDIA ACQUISITION CORP
\nNOTES TO FINANCIAL STATEMENTS
\n \nat its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative\ninstruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether\nor not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
\nRecently Issued Accounting Standards
\nIn August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06,\nDebt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity\n(Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require\nseparation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard\nalso introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share\nguidance, including the requirement to use the if-converted method for all convertible instruments. The new standard is effective for companies that are SEC filers (except for smaller reporting companies) for fiscal years beginning after\nDecember 15, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a\nmodified retrospective or a full retrospective basis. The Company is still evaluating the impact on the Company’s financial statements.
\nManagement does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a\nmaterial effect on the Company’s financial statements.
NOTE 3. PROPOSED\nOFFERING
Pursuant to the Proposed Offering, the Company\nwill offer for sale up to 22,500,000 Units (or 25,875,000 Units if the underwriter’s overallotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one Class A ordinary share, $0.0001 par\nvalue, and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per\nwhole share (see Note 8).
NOTE 4. PRIVATE PLACEMENT
\n
The Sponsor has agreed to purchase an aggregate of 14,400,000\nPrivate Placement Warrants (or 16,087,500 Private Placement Warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant ($14,400,000 in the aggregate, or $16,087,500 if the over-allotment option is exercised in full),\nin a private placement that will close simultaneously with the closing of Proposed Offering.
\nEach Private Placement Warrant is identical to the warrants offered in the Proposed Offering, except there will be no redemption rights or\nliquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if we do not consummate a Business Combination within the Combination Period.
\n
F-13
\n\n\n\n
\n\n\n\n INVESTCORP INDIA ACQUISITION CORP
\nNOTES TO FINANCIAL STATEMENTS
\n NOTE 5. RELATED PARTY TRANSACTIONS
\n
Founder Shares
\n
On March 12, 2021, the Company issued an aggregate of\n7,187,500 Class B ordinary shares (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. In March 2022, our sponsor surrendered, for no consideration, 718,750 founder shares, resulting in our sponsor holding\n6,468,750 founder shares for an aggregate purchase price of $25,000 or approximately $0.0348 per share. The Founder Shares include an aggregate of up to 843,750 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s\nover-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Proposed Offering\n(assuming the Sponsor does not purchase any Public Shares in the Proposed Offering).
\nThe Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the\ncompletion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s shareholders having the right to exchange their ordinary\nshares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,\nreorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Business Combination, the Founder Shares will be released from\nthe lock-up.
\nPromissory Note — Related Party
\nOn March 12, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed\nOffering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and is payable on the earlier of (i) December 31, 2021 (which was amended to September 30, 2022 on\nJanuary 25, 2022) or (ii) the consummation of the Proposed Offering. As of December 31, 2021 the Company has not drawn on the Note.
\nWorking Capital Loans
\nIn order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or\nthe Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be\nrepaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $3,000,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. The\nwarrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held\nin the Trust Account would be used to repay the Working Capital Loans.
\nDue to Sponsor
\nThere are offering costs that are paid by the Sponsor on behalf of the Company. These offering costs are presented on the balance sheet as Due\nto Sponsor and will be paid back in full following the consummation of the Public Offering. The Sponsor paid $325,765 of such related costs on behalf of the Company as of December 31, 2021.
\n
Extension Loans
\n
If the Company anticipates that it may not be able to consummate its\ninitial business combination within 15 months, the Company may, but is not obligated to, extend the period of time to consummate a Business Combination by an additional three months on two separate occasions (for a total of up to 21 months to\ncomplete
\n
F-14
\n\n\n\n
\n\n\n\n INVESTCORP INDIA ACQUISITION CORP
\nNOTES TO FINANCIAL STATEMENTS
\n \na business combination). In order to extend the time available for us to consummate a Business Combination, the Sponsor (or its affiliates or designees), upon five days advance notice prior to\nthe applicable deadline, must deposit into the Trust Account $2,250,000 or $2,587,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the date of the applicable deadline. Any such\npayments would be funded from the proceeds of a non-interest bearing loan between the Sponsor and the Company (the “Extension Loans”). Such Extension Loans may be convertible into warrants, at a price of $1.00 per warrant at the option of\nthe lender. The terms of the warrants would be identical to the terms of the private placement warrants. If the Company completes a Business Combination, the Company would repay such Extension Loans out of the proceeds of the trust account released\nto the Company.
Administrative Services Agreement\n
Commencing on the date of the Proposed Offering and until\ncompletion of the Company’s initial business combination or liquidation, the Company will make a payment of a monthly fee of $10,000 to the Sponsor for office space, utilities and secretarial and administrative services provided to the Company.\n
NOTE 6. COMMITMENTS AND CONTINGENCIES
\n
Registration Rights
\n
The holders of the Founder Shares, Private Placement Warrants and any\nwarrants that may be issued upon conversion of the Working Capital Loans and Extension Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement\nto be signed prior to or on the effective date of the Proposed Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of the\nmajority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to\nregistration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses\nincurred in connection with the filing of any such registration statements.
\nUnderwriting Agreement
\nThe Company will grant the underwriters a 45-day option to purchase up to 3,375,000 additional Units to\ncover over-allotments at the Proposed Offering price, less the underwriting discounts and commissions.
\nThe underwriters will be entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Proposed Offering, or $4,500,000 (or\n$5,175,000 if the over-allotment option in exercised in full). In addition, the underwriters will be entitled to a deferred fee of 3.50% of the gross proceeds of the Proposed Offering, or $7,875,000 (or $9,056,250 if the over-allotment option in\nexercised in full). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
\n
NOTE 7. WARRANT LIABILITY
\n
The Company will account for the 25,650,000 warrants to be issued\nin connection with the Proposed Offering (the 14,400,000 Private Warrants and the 11,250,000 Public Placement Warrants assuming the underwriters’ over-allotment option is not exercised) in accordance with the guidance contained in FASB\nASC 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be\n
\n
F-15
\n\n\n\n
\n\n\n\n INVESTCORP INDIA ACQUISITION CORP
\nNOTES TO FINANCIAL STATEMENTS
\n \nrecorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each\nsuch remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.
\nThe Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the ordinary\nshare warrants. At that time, the portion of the warrant liability related to the ordinary shares warrants will be reclassified to additional paid-in capital.
\nWarrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon\nexercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon\nredemption or liquidation.
The Company will not be obligated to\ndeliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the\nClass A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be\nexercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the\nsecurities laws of the state of the exercising holder, or an exemption from registration is available.
\nThe Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,\nit will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts\nto file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those\nClass A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed\nto maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
\n
Redemption of warrants when the price per Class A\nordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Warrants for redemption:
\n\n\n| | \n• | \n | \nin whole and not in part; |
\n\n\n| | \n• | \n | \nat a price of $0.01 per Public Warrant; |
\n\n\n| | \n• | \n | \nupon not less than 30 days’ prior written notice of redemption to each warrant holder and |
\n\n\n| | \n• | \n | \nif, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for\nany 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
\n
The Company will not redeem the warrants as described above unless an\neffective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the
\n
F-16
\n\n\n\n
\n\n\n\n INVESTCORP INDIA ACQUISITION CORP
\nNOTES TO FINANCIAL STATEMENTS
\n \nwarrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If\nand when the warrants become redeemable by us, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
\n
Redemption of warrants when the price per Class A\nordinary share equals or exceeds $10.00. Once the Warrants become exercisable, the Company may redeem the Warrants for redemption:
\n\n\n| | \n• | \n | \nin whole and not in part; |
\n\n\n| | \n• | \n | \nat a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive\nthat number of shares determined by reference to the table set forth under “Description of Securities — Warrants — Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of our\nClass A ordinary shares (as defined below) except as otherwise described in “Description of Securities — Warrants — Public Shareholders’ Warrants”; |
\n
\n\n\n| | \n• | \n | \nif, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as\ndescribed under the heading “Description of Securities — Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”) for any 20 trading days within the 30-trading\nday period ending three trading days before we send the notice of redemption to the warrant holders; and |
\n\n\n| | \n• | \n | \nif the closing price of our Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send\nthe notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants —\nPublic Shareholders’ Warrants — Anti-Dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
\n
If and when the Public Warrants become redeemable by the Company, the\nCompany may not exercise its redemption right if the issuance of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration\nor qualification.
The exercise price and number of Class A\nordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be\nrequired to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of\nsuch funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company\ncalls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number\nof ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company\nis unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive\nany distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.
\n
F-17
\n\n\n\n
\n\n\n\n INVESTCORP INDIA ACQUISITION CORP
\nNOTES TO FINANCIAL STATEMENTS
\n In addition, if (x) the Company issues additional Class A ordinary shares or\nequity-linked securities for capital raising purposes in connection with the closing of its 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\neffective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such\naffiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding\nof the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20\ntrading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be\nadjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the\ngreater of the Market Value and the Newly Issued Price.
The\nPrivate Placement Warrants will be identical to the Public Warrants included in the Units being sold in the Proposed Offering, except that the Private Placement Warrants will and the ordinary shares issuable upon the exercise of the Private\nPlacement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless\nbasis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or\ntheir permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
\nNOTE 8. SHAREHOLDER’S EQUITY
\nPreference Shares — The Company is authorized to issue 1,000,000 preference shares of $0.0001 par value. At\nDecember 31, 2021 and March 12, 2021, there were no preference shares issued or outstanding.
\nClass A Ordinary Shares — The Company is authorized to issue up to 479,000,000 Class A\nordinary shares, $0.0001 par value. Holders of the Company’s ordinary shares are entitled to one vote for each share. At December 31, 2021 and March 12, 2021, there were no Class A ordinary shares issued or outstanding.
\n
Class B Ordinary Shares\n— The Company is authorized to issue up to 20,000,000 Class B ordinary shares, $0.0001 par value. Holders of the Company’s ordinary shares are entitled to one vote for each share. At December 31, 2021 and\nMarch 12, 2021, there were 6,468,750 Class B ordinary shares issued and outstanding. On March 22, 2022, the Sponsor surrendered, for no consideration, 718,750 Class B ordinary shares, resulting in 6,468,750 Class B ordinary shares issued\nand outstanding, of which an aggregate of up to 843,750 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s\nissued and outstanding common stock after the Proposed Offering (assuming the Sponsor does not purchase any Public Shares in the Proposed Offering).
\nAt inception the Company had $10,000 as a subscription receivable which was received on March 17, 2021.
\n
The Class B ordinary shares will automatically convert into\nClass A ordinary shares on the first business day following the completion of our Business Combination on a one-for-one basis, subject to adjustment for stock\nsplits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional Class A ordinary shares, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed\n
\n
F-18
\n\n\n\n
\n\n\n\n INVESTCORP INDIA ACQUISITION CORP
\nNOTES TO FINANCIAL STATEMENTS
\n \nOffering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders\nof a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B\nordinary shares will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Proposed Offering plus all Class A ordinary shares and equity linked\nsecurities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to\nthe Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as\nprovided above, at any time.
The Company may issue additional\nordinary shares or preference shares to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.
\nNOTE 9. SUBSEQUENT EVENTS
\nManagement of the Company evaluated events that have occurred after the balance sheet date of December 31, 2021 through February 16,\n2022, the date these financial statements were issued. On March 22, 2022, the Sponsor surrendered, for no consideration, 718,750 Class B ordinary shares, resulting in 6,468,750 Class B ordinary shares issued and outstanding, of which an aggregate of\nup to 843,750 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part. All share amounts and related information have been retroactively restated for the share surrender.\n
\n
F-19
\n\n\n\n
\n\n\n
\n
\n22,500,000 Units
\nInvestcorp India Acquisition Corp
\n
\nPROSPECTUS
\n , 2022
\n
\n\n\n\n\n\n | \n\n | \n |
\n\n\n\n | \n |
\n\n| Citigroup | \n | \nJefferies |
\n
Until\n , 2022 (25 days after the date of this prospectus), all dealers that buy, sell or trade our ordinary shares, whether or not participating in this\noffering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
\n
\n
\n\n\n
\n\n\n PART II
\nINFORMATION NOT REQUIRED IN PROSPECTUS
\nItem 13. Other Expenses of Issuance and Distribution.
\nThe estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting\ndiscount and commissions) will be as follows:
\n\n\n\n\n\n | \n\n | \n | \n | \n |
\n\n\n\n| Legal fees and expenses | \n | \n$ | \n373,750 | \n |
\n\n| Printing and engraving expenses | \n | \n$ | \n48,520 | \n |
\n\n| Accounting fees and expenses | \n | \n$ | \n148,000 | \n |
\n\n| SEC/FINRA expenses | \n | \n$ | \n159,600 | \n |
\n\n| Travel and road show expenses | \n | \n$ | \n119,788 | \n |
\n\n| Nasdaq listing and filing fees | \n | \n$ | \n10,000 | \n |
\n\n| Miscellaneous expenses | \n | \n$ | \n140,342 | \n |
\n\n | \n | \n | \n | \n |
\n\n| Total | \n | \n$ | \n1,000,000 | \n |
\n\n | \n | \n | \n | \n |
\n
Item 14. Indemnification of Directors and\nOfficers.
Cayman Islands law does not limit the extent to\nwhich a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to\nprovide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime.
\nOur amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum\nextent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We may purchase a policy of directors’ and officers’ liability insurance\nthat insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
\n
Our officers and directors have agreed to waive any right, title,\ninterest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not\nseek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an\ninitial business combination.
Insofar as indemnification for\nliabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy\nas expressed in the Securities Act and is therefore unenforceable.
\nItem 15. Recent Sales of Unregistered Securities.
\nOn March 12, 2021, we issued to ICE I Holdings Pte. Ltd., our sponsor, an aggregate of 6,468,750 of our Class B ordinary shares in\nexchange for a capital contribution of $25,000, or approximately $0.0035 per share. On March 22, 2022, our sponsor surrendered, for no consideration, 718,750 of our Class B ordinary shares, resulting in our sponsor holding 6,468,750 Class B\nordinary shares (up to 843,750 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised), in exchange for a capital contribution of $25,000 or approximately $0.0348 per share. Such\nsecurities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. The sole\nbusiness of our sponsor is to act as the company’s sponsor in connection with this offering.
\n
II-1
\n\n\n\n
\n\n\n In addition, our sponsor has committed, pursuant to separate written agreements, to purchase\nan aggregate of 14,400,000 private placement warrants (or 16,087,500 if the underwriters’ over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per\nwarrant ($14,400,000 in the aggregate or $16,087,500 if the underwriters’ over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. This issuance will be made pursuant\nto the exemption from registration contained in Section 4(a)(2) of the Securities Act.
\nNo underwriting discounts or commissions were paid with respect to such sales.
\n
Item 16. Exhibits and Financial Statement Schedules.
\n
\n\n\n| (a) | \n | \nExhibits. The following exhibits are being filed herewith: |
\n\n\n\n\n\n | \n | \n | \n\n | \n |
\n\n\n\n| | \n 1.1 | \n | \n | \nForm of Underwriting Agreement* |
\n\n | \n |
\n\n| | \n 3.1 | \n | \n | \n Memorandum and Articles of Association**\n |
\n\n | \n |
\n\n| | \n 3.2 | \n | \n | \nForm of Amended and Restated Memorandum and Articles of Association** |
\n\n | \n |
\n\n| | \n 4.1 | \n | \n | \nSpecimen Unit Certificate** |
\n\n | \n |
\n\n| | \n 4.2 | \n | \n | \nSpecimen Ordinary Share Certificate** |
\n\n | \n |
\n\n| | \n 4.3 | \n | \n | \nSpecimen Warrant Certificate** |
\n\n | \n |
\n\n| | \n 4.4 | \n | \n | \nForm of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant* |
\n\n | \n |
\n\n| | \n 5.1 | \n | \n | \nOpinion of Winston & Strawn LLP* |
\n\n | \n |
\n\n| | \n 5.2 | \n | \n | \nOpinion of Ogier, Cayman Islands legal counsel to the Registrant* |
\n\n | \n |
\n\n| | \n10.1 | \n | \n | \nForm of Letter Agreement among the Registrant, and ICE I Holdings Pte. Ltd. and the directors and officers of Registrant* |
\n\n | \n |
\n\n| | \n10.2 | \n | \n | \nForm of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant* |
\n\n | \n |
\n\n| | \n10.3 | \n | \n | \nForm of Registration and Shareholder Rights Agreement among the Registrant, ICE I Holdings Pte. Ltd. and the holders signatory thereto* |
\n\n | \n |
\n\n| | \n10.4 | \n | \n | \nForm of Private Placement Warrants Purchase Agreement between the Registrant and the holders signatory thereto* |
\n\n | \n |
\n\n| | \n10.5 | \n | \n | \nForm of Indemnity Agreement** |
\n\n | \n |
\n\n| | \n10.6 | \n | \n | \nForm of Administrative Services Agreement between the Registrant and ICE I Holdings Pte. Ltd.** |
\n\n | \n |
\n\n| | \n10.7 | \n | \n | \nPromissory Note, dated as of March 12, 2021, issued to ICE I Holdings Pte. Ltd** |
\n\n | \n |
\n\n| | \n10.8 | \n | \n | \n Amended and Restated Promissory Note, dated\n as of January 25, 2022, issued to ICE I Holdings Pte. Ltd** |
\n\n | \n |
\n\n| | \n10.9 | \n | \n | \n Securities Subscription Agreement, dated March\n 12, 2021, between ICE I Holdings Pte. Ltd. and the Registrant** |
\n\n | \n |
\n\n| | \n14 | \n | \n | \nForm of Code of Ethics** |
\n\n | \n |
\n\n| | \n23.1 | \n | \n | \nConsent of Marcum LLP (included on Exhibit 5.2)* |
\n\n | \n |
\n\n| | \n23.2 | \n | \n | \nConsent of Winston & Strawn LLP (included on Exhibit 5.1)* |
\n\n | \n |
\n\n| | \n23.3 | \n | \n | \nConsent of Ogier (included on Exhibit 5.2)* |
\n
II-2
\n\n\n\n
\n\n\n\n
\n\n\n\n| ** | \n | \nPreviously filed |
\n\n\n| (b) | \n | \nFinancial Statements. See page F-1 for an index to the financial statements and schedules included in the registration statement. |
\n
Item 17. Undertakings.
\n
(a) The undersigned registrant hereby undertakes to provide to the\nunderwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
\n
(b) Insofar as indemnification for liabilities arising under the\nSecurities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange\nCommission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred\nor paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the\nregistrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the\nAct and will be governed by the final adjudication of such issue.
\n(c) The undersigned registrant hereby undertakes that:
\n(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of\nprospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of\nthis registration statement as of the time it was declared effective.
\n(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains\na form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
\n
II-3
\n\n\n\n
\n\n\n SIGNATURES
\n
Pursuant to the requirements of the Securities Act of 1933, as\namended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 23rd day of March, 2022.
\n
\n
\n\n\n\n\n | \n\n | \n |
\n\n\n\n| INVESTCORP INDIA ACQUISITION CORP |
\n\n | \n |
\n\n| By: | \n | \n/s/ Nikhil Kalghatgi |
\n\n | \n | \n Name: Nikhil Kalghatgi \nTitle: Principal Executive Officer |
\n
Pursuant to the\nrequirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
\n
\n\n\n\n\n\n | \n\n | \n | \n\n | \n |
\n\n| Signature | \n | \n Position | \n | \n Date |
\n\n\n\n | \n | \n |
\n\n| /s/ Nikhil Kalghatgi \nNikhil Kalghatgi | \n | \n Principal Executive Officer and Director \n(Principal Executive Officer) | \n | \n March 23, 2022 |
\n\n | \n | \n |
\n\n| * \nDean Clinton | \n | \n Principal Financial Officer \n(Principal Financial Officer and Principal Accounting Officer) | \n | \n March 23, 2022 |
\n\n | \n | \n |
\n\n| * \nRishi Kapoor | \n | \n Director | \n | \nMarch 23, 2022 |
\n\n | \n | \n |
\n\n| | \n | \n | \n | \n |
\n\n | \n | \n |
\n\n| *By: /s/ Nikhil Kalghatgi \nNikhil Kalghatgi \nAttorney-In-Fact | \n | \n | \n | \n |
\n
\n
II-4
\n\n\n\n
\n\n\n AUTHORIZED REPRESENTATIVE
\n
Pursuant to the requirements of Section 6(a) of the Securities\nAct of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Investcorp India Acquisition Corp on the 23rd day of March, 2022.
\n
\n
\n\n\n\n\n | \n\n | \n |
\n\n\n\n| By: | \n | \n /s/ Michael J. Blankenship |
\n\n| Name: Michael J. Blankenship \nTitle: Authorized Representative |
\n
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