UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020

For the fiscal year ended December 31, 2019

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

For the transition period from to

Commission file number: 001-38859

Replay Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

767 Fifth Avenue, 46th Floor
New York, New York		10153
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 891-2700

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Ordinary Share and one-half of one Warrant	RPLA.U	The New York Stock Exchange
Ordinary Shares, par value $0.0001 per share	RPLA	The New York Stock Exchange
Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50	RPLA WS	The New York Stock Exchange

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

None

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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

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

Large accelerated filer ¨		Accelerated filer ¨

Non-accelerated filer x		Smaller reporting company x

		Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

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

As of June 28 30, ~~2019~~2020 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the ordinary shares held by non-affiliates of the registrant was approximately $~~256~~267,~~462~~750,~~500~~000 (based on the closing sales price of the ordinary shares on June 28 30, ~~2019~~2020 of $910.7720, as reported on the New York Stock Exchange).

As of March 25, ~~2020~~ 2021, 35,937,500 of the registrant’s ordinary shares, par value $0.0001 per share, were issued and outstanding.

TABLE OF CONTENTS

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	65
Item 1B.	Unresolved Staff Comments	35
Item 2.	Properties	35
Item 3.	Legal Proceedings	35
Item 4.	Mine Safety Disclosures	35
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	36
Item 6.	~~Selected Financial Data~~[Reserved]	37
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4142
Item 8.	Financial Statements and Supplementary Data	4143
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4143
Item 9A.	Controls and Procedures	4143
Item 9B.	Other Information	4244
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4345
Item 11.	Executive Compensation	4749
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4850
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4951
Item 14.	Principal ~~Accounting~~Accountant Fees and Services	5153
PART IV
Item 15.	Exhibits, and Financial Statement Schedules	5354

CERTAIN TERMS

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

•

references to “we,” “us,” “our,” “the company” or “our company” refer to Replay Acquisition Corp., a Cayman Islands exempted company;

•

references to our “sponsor” refer to Replay Sponsor, LLC, a Delaware limited liability company;

•

references to “public shares” refer to our ordinary shares sold as part of the units in our initial public offering (whether purchased in our initial public offering or thereafter in the open market);

•

references to “warrants” refer to our warrants sold as part of the units in our initial public offering (whether purchased in our initial public offering or thereafter in the open market);

•

references to “founder shares” refer to our ordinary shares initially purchased by our sponsor in a private placement prior to our initial public offering;

•

references to “private placement warrants” refer to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering;

•

references to “ordinary shares” refer to our ordinary shares, par value $0.0001 per share;

•

references to “public shareholders” refer to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that their status as “public shareholders” shall only exist with respect to such public shares;

• references to “management” or our “management team” refer to our officers and directors and our advisory board member; and

• references to “initial shareholders” refer to our sponsor and other holders of our founder shares prior to our initial public offering;.

~~• references to “$,” “US$” and “U.S. dollar” each refer to the United States dollar;~~ii

•CAUTIONARY NOTE ~~references~~REGARDING toFORWARD-LOOKING ~~“Ps.”~~STATEMENTS ~~and~~AND ~~“peso”~~RISK ~~each~~FACTOR ~~refer to the Argentine peso; and~~SUMMARY

•Certain of ~~references~~the statements contained in this Annual Report on Form 10-K constitute “forward-looking statements” for purposes of federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “R$anticipate,” ~~and~~“believe,” “~~real~~continue,” ~~each~~“could,” ~~refer~~“estimate,” to“expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the ~~Brazilian~~absence ~~real~~of these words does not mean that a statement is not forward-looking.

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

~~Certain~~• of the statements contained in this Annual Report on Form 10-K constitute “forward-looking statements” for purposes of federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our orbeing ~~our~~a ~~management’s~~company ~~expectations, hopes,~~with ~~beliefs,~~no ~~intentions~~operating orhistory strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and ~~similar~~no expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our:revenues;

• our ability to ~~complete~~select ~~our~~an ~~initial~~appropriate target business ~~combination~~or businesses;

• ~~success~~our inability ~~retaining~~to orcomplete ~~recruiting,~~our orinitial ~~changes~~business ~~required in~~combination, ~~our~~including ~~officers,~~the ~~key~~Proposed ~~employees~~Business orCombination ~~directors~~(as ~~following~~defined ~~our initial business combination~~below);

• ~~officers~~our ~~and~~expectations ~~directors~~around ~~allocating~~the ~~their~~performance ~~time to other businesses and potentially having conflicts~~ of ~~interest~~the ~~with~~prospective ~~our~~target business or inbusinesses, ~~approving~~including ~~our~~FoA ~~initial business combination,~~ (as adefined ~~result of which they would then receive expense reimbursements~~below);

• ~~potential~~our ~~ability~~success toin ~~obtain~~retaining ~~additional~~or ~~financing~~recruiting, toor ~~complete~~changes required in, our officers, key employees or directors following our initial business combination;

• ~~pool~~our ofofficers ~~prospective~~and ~~target~~directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

• ~~the~~our potential ability ofto ~~our~~obtain ~~officers~~additional ~~and~~financing ~~directors~~ to ~~generate~~complete aour ~~number~~initial ofbusiness ~~potential investment opportunities~~combination;

•

our pool of prospective target businesses;

•

our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases);

•

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

•

potential change in control if we acquire one or more target businesses for stock;

•

the potential liquidity and trading of our securities;

•

the lack of a market for our securities;

• our expectations regarding the time during which we will be an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”);

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

• ~~financial~~the ~~performance.~~trust account not being subject to claims of third parties;

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

•

the other risks and uncertainties discussed in “Item 1A. Risk Factors” and elsewhere in this report.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. For risks relating to FoA and the Proposed Business Combination, please see the Proxy Statement filed with the SEC in connection with the General Meeting to approve the Proposed Business Combination, among other matters, in each case as defined and described below.

iii

PART I

Item 1. Business

Introduction

We are a blank check company incorporated as a Cayman Islands exempted company on November 6, 2018 and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to in this report as our initial business combination. Following our initial business combination, our objective will be to implement or support the acquired business’ growth and operating strategies.

While we may pursue a business combination target in any business, industry or geographical location, we ~~have~~ initially focused our search for a target in Argentina and/or Brazil. ~~Both~~on ~~countries~~industries ~~are~~we ~~recovering~~believed ~~from~~would ~~years~~have offavorable ~~macroeconomic~~prospects and ~~political~~a ~~instability,~~high ~~which~~likelihood ~~discouraged~~of generating ~~investment~~strong ~~and~~risk-adjusted ~~hindered~~returns ~~growth.~~for ~~Although~~our ~~significant~~shareholders. ~~risks~~The toProposed ~~the~~Business ~~recoveries~~Combination ofwith ~~these~~FoA, ~~economies~~described ~~persist~~below, weis ~~believe~~the ~~that these~~result ~~countries~~of ~~are~~an ~~characterized~~extensive ~~by strong long-term growth prospects. We have focused our~~ search for a ~~target~~potential intransaction ~~industries~~utilizing ~~that~~our ~~we believe~~management’s ~~have~~relationships ~~favorable~~with ~~prospects~~management ~~and~~teams ~~a high likelihood~~ of ~~generating strong risk-adjusted returns for our shareholders. Targeted~~public ~~industries~~and ~~include~~private companies, ~~but~~investment ~~are~~professionals ~~not~~at ~~limited~~private ~~to,~~equity ~~the consumer~~firms, ~~telecommunications~~family offices and ~~technology,~~other ~~energy,~~ financial ~~services~~sponsors, ~~and~~owners ~~real~~of ~~estate~~private ~~sectors~~businesses, ~~which~~investment webankers, ~~refer~~consultants toand ~~as the Latin America opportunity sectors~~attorneys.

~~We believe that recent~~In ~~volatility~~December 2018, inwe ~~Argentina~~issued ~~has~~7,187,500 ~~created~~founder ashares ~~favorable~~to ~~backdrop~~our sponsor for ~~long-term~~an ~~investment~~aggregate ~~opportunities.~~purchase ~~Many~~price ~~companies~~of ~~that we believe have attractive underlying fundamentals have been impacted by recent macroeconomic factors~~$25,000, ~~potentially~~or ~~generating an advantageous~~approximately ~~entry~~$0.003 ~~point~~per ~~for investment~~share. ~~Consumption~~In ~~and~~March 2019, ~~real~~our ~~salaries~~sponsor ~~have~~transferred ~~been~~to ~~negatively~~our ~~impacted~~independent bydirectors ~~the~~an ~~very~~aggregate ~~recent~~of ~~economic~~90,000 ~~slowdown.~~founder Weshares ~~believe~~at ~~that~~the ~~improved~~same ~~consumption~~price ~~from~~originally ~~future~~paid ~~recovery of real salaries and foreign direct investment will drive further economic growth with positive tailwinds~~ for ~~valuation~~such ~~improvement~~shares.

~~Similarly,~~The registration westatement ~~believe that~~on ~~Brazil’s~~Form S-1 ~~current~~(File ~~government,~~No. 333-230347) ~~which~~for ~~has~~our ~~entrusted~~initial ~~economic~~public ~~and~~offering ~~monetary~~was ~~policy~~declared toeffective ~~market~~by ~~friendly~~the Securities ~~economists,~~and ~~will~~Exchange ~~focus on~~Commission ~~stricter~~(the ~~fiscal~~“SEC”) ~~policies~~on April 3, ~~initiatives~~2019. toOn ~~improve~~April 8, ~~productivity~~2019, ~~and~~we ~~liberalization~~consummated ofour ~~the~~initial public ~~economy~~offering ~~aiming~~of to28,750,000 ~~put~~units, including the ~~country~~issuance ~~back on~~of ~~the~~3,750,000 ~~path~~units as a result of ~~sustainable~~the ~~development.~~underwriters’ ~~Potential~~full ~~tax~~exercise of ~~and~~their ~~productivity~~over-allotment ~~reforms~~option, ~~combined~~ with aeach ~~larger~~unit ~~agenda~~consisting of ~~privatizations and~~one ~~concessions,~~ordinary ~~may~~share ~~foster~~and ~~short~~one-~~term~~half ~~economic~~of ~~environment~~one ~~and~~warrant. ~~provide~~Each ~~investment~~whole ~~opportunities.~~warrant entitles Wethe ~~expect~~holder ~~Brazil’s~~thereof ~~economic recovery~~to ~~will~~purchase beone ~~driven~~ordinary byshare aat ~~variety~~an exercise price of ~~factors,~~$11.50 ~~including~~per ~~deleveraging~~share. ~~across~~The ~~households~~units ~~and~~in ~~businesses,~~our ~~tax~~initial public ~~reforms~~offering towere ~~simplify a~~sold ~~complex~~at ~~tax~~an ~~system~~offering ~~and~~price ~~more~~of ~~favorable~~$10.00 ~~labor~~per ~~market~~unit, ~~conditions~~generating total gross proceeds of $287,500,000.

WeSimultaneously with ~~expect~~the consummation of our initial public offering and the ~~economic~~full over-allotment option, we consummated the private placement ~~and~~of ~~political~~an ~~developments~~aggregate inof ~~both~~7,750,000 ~~Argentina~~private ~~and~~placement ~~Brazil~~warrants to ~~generate~~our ~~multiple~~sponsor ~~attractive~~at ~~targets~~a inprice ~~the~~of ~~Latin~~$1.00 ~~America~~per ~~opportunity~~private placement warrant, generating ~~sectors~~total gross proceeds of $7,750,000 (the “private placement”).

~~In December 2018,~~A wetotal ~~issued~~of 7$287,~~187,~~500,000 ~~founder~~(or ~~shares~~$10.00 toper unit sold in our ~~sponsor~~initial public offering) of the net proceeds from our initial public offering and the private placement was placed in a trust account established for anthe ~~aggregate~~benefit ~~purchase~~of ~~price~~our public shareholders (the “trust account”), with Continental Stock Transfer & Trust Company acting as trustee, and has been invested only in U.S. “government securities” within the meaning of ~~$25~~Section 2(a)(16) of the Investment Company Act of 1940,~~000~~ as amended (the “Investment Company Act”), having a maturity of 180 days or ~~approximately~~less, ~~$0.003~~or ~~per~~in ~~share.~~money market funds meeting certain conditions Inunder ~~March~~Rule ~~2019~~2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until ~~our~~the ~~sponsor~~earlier ~~transferred~~of: to(i) the completion of our ~~independent~~initial ~~directors~~business ancombination ~~aggregate~~within the required time period and (ii) the distribution of 90the trust account,~~000~~ ~~founder~~as ~~shares~~described atbelow, except that interest earned on the ~~same~~trust ~~price~~account can be released to pay ~~originally~~our ~~paid~~taxes payable and for ~~such~~dissolution ~~shares~~expenses up to $100,000, as applicable.

~~The registration statement~~Transaction oncosts ~~Form S-1~~amounted ~~(File~~to ~~No. 333-230347)~~approximately ~~for our initial public offering was declared effective by the Securities and Exchange Commission (the “SEC”) on April 3, 2019~~$5.9 ~~On April 8~~million, ~~2019,~~consisting weof ~~consummated~~$5.25 ~~our~~million ~~initial public offering~~ of ~~28,750,000~~ ~~units,~~underwriting ~~including~~fees ~~the~~and ~~issuance~~approximately ~~of 3~~$638,~~750,~~000 ~~units~~of asother costs. aIn ~~result~~addition, of the underwriters’ ~~full exercise~~ of ~~their~~our ~~over-allotment option,~~initial ~~with~~public ~~each~~offering ~~unit~~agreed ~~consisting~~to ofdefer ~~one~~approximately ~~ordinary share and one-half of one warrant~~$9.2 ~~Each~~million ~~whole~~in ~~warrant entitles the holder thereof~~underwriting tocommissions, ~~purchase~~which ~~one~~amount ~~ordinary~~will ~~share~~be atpayable anupon ~~exercise~~consummation ~~price~~ of ~~$11.50 per share. The units in~~ our initial ~~public~~business ~~offering were sold at an offering price of $10.00 per unit~~combination, ~~generating~~if ~~total gross proceeds of $287,500,000~~consummated.

~~Simultaneously with~~As ~~the consummation~~ of ~~our~~December ~~initial~~31, ~~public offering and the full over-allotment option~~2020, we ~~consummated~~had ~~the~~approximately ~~private placement of an aggregate of 7~~$850,~~750,~~000 ~~private~~outside ~~placement~~of ~~warrants~~the totrust ~~our~~account ~~sponsor~~and at a ~~price~~working ofcapital ~~$1.00~~deficit ~~per private placement warrant, generating total gross proceeds~~ of approximately $7836,~~750,~~000 ~~(the “private placement”)~~.

~~A total of $287,500,000~~Our ~~(or~~units ~~$10.00~~began ~~per~~trading ~~unit~~on ~~sold~~April 4, in2019 ~~our~~on ~~initial public offering) of~~ the ~~net~~New ~~proceeds~~York ~~from~~Stock ~~our~~Exchange ~~initial public offering and the private placement was placed in a trust account established for the benefit of our public shareholders~~ (the “~~trust account~~NYSE”), ~~with~~under ~~Continental Stock~~the ~~Transfer &~~symbol ~~Trust Company acting as trustee, and has been invested only in~~ “RPLA.U.~~S. “government securities~~” ~~within~~Commencing ~~the~~on ~~meaning of Section~~April ~~2(a)(16)~~18, ~~of the Investment Company Act of 1940~~2019, ~~as amended (~~the ~~“Investment~~ordinary ~~Company~~shares ~~Act”), having~~and awarrants ~~maturity~~comprising ~~of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under~~ the ~~Investment~~units ~~Company~~began ~~Act~~separate ~~which~~trading ~~invest~~on ~~only in direct U.S. government treasury obligations, until~~ the ~~earlier~~NYSE ~~of: (i) the~~under ~~completion of our initial business combination within~~ the ~~required~~symbols ~~time~~“RPLA” ~~period~~ and ~~(ii) the~~“RPLA ~~distribution~~WS,” ofrespectively. ~~the~~Those ~~trust~~units ~~account, as~~not ~~described~~separated ~~below,~~continue ~~except~~to ~~that~~trade ~~interest earned~~ on the ~~trust account can be released to pay our taxes payable and for dissolution~~NYSE ~~expenses~~under upthe tosymbol ~~$100,000, as applicable~~“RPLA.U.”

1On August 15, 2019, we received a written notice (the “Notice”) from the staff of NYSE Regulation of the New York Stock Exchange (“NYSE”) indicating that we were not then in compliance with Section 802.01B of the NYSE Listed Company Manual (the “Manual”), which requires us to maintain a minimum of 300 public shareholders on a continuous basis. Pursuant to the Notice, we were subject to the procedures set forth in Sections 801 and 802 of the Manual. We submitted a business plan that demonstrated how we expected to return to compliance with the minimum public shareholders requirement within 18 months of receipt of the Notice. On October 24, 2019, we were notified by the staff of NYSE Regulation that the NYSE’s Listings Operations Committee agreed to accept our business plan, and we were subject to quarterly monitoring for compliance with such plan. On November 5, 2020, we were notified by the staff of NYSE Regulation that we are a “company back in compliance” with Section 802.01B of the Manual. Our ordinary shares, warrants and units, which trade under the symbols “RPLA,” “RPLA WS” and “RPLA.U,” respectively, continue to be listed and traded on the NYSE and no longer bear the indicator “.BC” on the consolidated tape to indicate noncompliance with the NYSE’s continued listing standards.

Transaction costs amounted to approximately $5.9 million, consisting of $5.25 million of underwriting fees and approximately $638,000 of other costs. In addition, the underwriters of our initial public offering agreed to defer approximately $9.2 million in underwriting commissions, which amount will be payable upon consummation of our initial business combination, if consummated. 1

~~As of December 31,~~Proposed ~~2019,~~Business we had approximately $1.6 million outside of the trust account, approximately $4.6 million of investment income available in the trust account to pay for tax obligations (less up to $100,000 of interest to pay dissolution expenses), and a working capital surplus of approximately $1.6 million.Combination

~~Our~~On October ~~units~~12, ~~began~~2020, ~~trading~~we entered into a Transaction Agreement (the “Transaction Agreement”) with Finance of America Equity onCapital ~~April 4~~LLC, ~~2019~~a onDelaware ~~the~~limited liability company (“FoA”); Finance of America Companies Inc., a Delaware corporation and wholly owned subsidiary of our company (“New ~~York~~Pubco”); ~~Stock~~RPLY ~~Exchange~~Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New Pubco (~~the~~“Replay Merger Sub”); RPLY BLKR Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New Pubco (“~~NYSE~~Blocker Merger Sub”); ~~under~~Blackstone ~~the~~Tactical ~~symbol~~Opportunities Fund (Urban Feeder) – NQ L.P., a Delaware limited partnership (“~~RPLA~~Blocker”); Blackstone Tactical Opportunities Associates – NQ L.UL.C., a Delaware limited liability company (“Blocker GP”); ~~Commencing~~BTO Urban Holdings L.L.C., a Delaware limited onliability ~~April 18~~company (“BTO Urban”), ~~2019~~Blackstone Family Tactical Opportunities Investment Partnership – NQ – ESC L.P., ~~the~~a ~~ordinary~~Delaware ~~shares~~limited partnership (“ESC”), Libman Family Holdings LLC, a Connecticut limited liability company (“Family Holdings”), The Mortgage Opportunity Group LLC, a Connecticut limited liability company (“TMO”), L and ~~warrants~~TF, ~~comprising~~LLC, ~~the~~a ~~units~~North ~~began~~Carolina ~~separate~~limited ~~trading~~liability oncompany ~~the~~(“L&TF”), ~~NYSE~~UFG ~~under~~Management ~~the~~Holdings ~~symbols~~LLC, a Delaware limited liability company (“~~RPLA~~Management Holdings”), and Joe Cayre (each of BTO Urban, ESC, Family Holdings, TMO, L&TF, Management Holdings and Joe Cayre, a “~~RPLA~~Seller” WSand, collectively, the “Sellers”); ~~respectively~~and BTO Urban and Family Holdings, solely in their joint capacity as the representative of the Sellers pursuant to Section 12.18 ~~Those~~of ~~units~~the ~~not~~Transaction ~~separated~~Agreement (the ~~continue~~“Seller Representative”), pursuant to ~~trade~~which onwe agreed to combine with FoA in a series of transactions (collectively, the ~~NYSE~~“Proposed ~~under~~Business Combination”) that will result in New Pubco becoming a publicly-traded company on the ~~symbol~~NYSE and controlling FoA in an “~~RPLA.U.~~UP-C” structure.

~~On August 15,~~The ~~2019,~~Proposed weBusiness ~~received~~Combination encompasses a ~~written~~series ~~notice~~of ~~(the~~transactions to effect an “~~Notice~~UP-C” structure, pursuant to which, among other things: (i) we will change our jurisdiction of incorporation from the ~~staff~~Cayman Islands to the State of Delaware ~~NYSE~~by ~~Regulation~~deregistering ~~indicating~~as ~~that~~an weexempted ~~are~~company ~~not~~in ~~currently~~the Cayman Islands and continuing and domesticating as a limited inliability ~~compliance~~company ~~with~~formed ~~Section 802.01B~~under the laws of the ~~NYSE~~State ~~Listed~~of ~~Company~~Delaware ~~Manual~~ (the “~~Manual~~Domestication”), ~~which~~whereby ~~requires~~(A) each usof our ordinary shares outstanding immediately prior to ~~maintain~~the Domestication will be converted into a unit representing a limited liability company interest in our company (each, a ~~minimum~~“Replay ofLLC ~~300~~Unit”) ~~public~~and ~~shareholders~~(B) we onwill be governed by a limited ~~continuous~~liability ~~basis.~~company ~~Pursuant~~agreement; to(ii) the ~~Notice,~~Sellers weand ~~are~~Blocker ~~subject~~GP will sell to ~~the~~us ~~procedures~~limited ~~set~~liability ~~forth~~company interests in FoA (“FoA Units”) in ~~Sections~~exchange ~~801~~for cash; (iii) Replay Merger Sub will merge with and ~~802~~into ofour company (the ~~Manual.~~“Replay WeMerger”), ~~submitted~~with our company surviving the Replay Merger as a ~~business~~direct ~~plan~~wholly ~~that~~owned ~~demonstrates~~subsidiary ~~how~~of weNew ~~expect~~Pubco and toeach ~~return~~Replay LLC Unit outstanding immediately prior to ~~compliance~~the ~~with~~ effectiveness of the ~~minimum~~Replay ~~public~~Merger ~~shareholders~~being ~~requirement~~converted ~~within~~into 18the right ~~months~~to ofreceive ~~receipt~~one share of ~~the~~New ~~Notice.~~Pubco’s WeClass A ~~anticipate~~common ~~that~~stock, wepar ~~will~~value ~~satisfy~~$0.0001 ~~this~~per share (“Class A ~~listing~~Common ~~requirement~~Stock”); ~~within~~(iv) ~~such~~Blocker ~~time~~will ~~period~~be ~~once~~converted wefrom ~~consummate~~a ~~our~~Delaware ~~initial~~limited ~~business~~partnership ~~combination.~~to Ona ~~October~~Delaware limited liability company; ~~24,~~(v) ~~2019~~Blocker Merger Sub will merge with and into Blocker (the “Blocker Merger”), wewith ~~were~~Blocker ~~notified~~surviving by the ~~staff~~Blocker ofMerger ~~NYSE~~as ~~Regulation~~a ~~that~~direct ~~the~~wholly ~~NYSE’s~~owned ~~Listings~~subsidiary ~~Operations~~of ~~Committee~~New ~~agreed~~Pubco toand ~~accept~~each ~~our~~limited ~~business~~liability ~~plan,~~company interest of ~~and~~Blocker we(each, ~~are~~a ~~currently~~“Blocker ~~subject~~Share”) outstanding immediately prior to ~~quarterly~~the ~~monitoring~~effectiveness ~~for~~of ~~compliance~~the ~~with~~Blocker ~~such~~Merger ~~plan.~~being converted ~~Our~~into ~~ordinary~~the right to receive a combination of shares, ~~warrants~~of Class A Common Stock and ~~units~~cash; ~~will~~(vi) Blocker GP ~~continue~~will tocontribute beits ~~listed~~remaining ~~and~~FoA ~~traded~~Units onto ~~the~~New ~~NYSE~~Pubco ~~during~~in ~~the~~exchange ~~cure~~for ~~period~~shares of Class A Common Stock, ~~subject~~after which New Pubco will contribute such FoA Units to ~~our~~Blocker; ~~compliance~~and ~~with~~(vii) New Pubco will issue to the ~~NYSE’s~~Sellers ~~other~~shares ~~applicable~~of New Pubco’s ~~continued~~Class B ~~listing~~common ~~standards~~stock, ~~and~~par ~~will~~value ~~bear~~$0.0001 ~~the~~per ~~indicator~~share (“~~.BC~~Class B Common Stock”), onwhich will have no economic rights but will entitle each holder of at least one such share (regardless of the ~~consolidated~~number ~~tape~~of shares so held) to ~~indicate~~a ~~noncompliance~~number ~~with~~of votes that is equal to the ~~NYSE’s~~aggregate ~~continued~~number ~~listing~~of ~~standards~~FoA Units held by such holder on all matters on which stockholders of New Pubco are entitled to vote generally.

~~Management~~As a ~~Expertise~~result of the Proposed Business Combination, among other things: (A) New Pubco will indirectly hold (through our company and Blocker) FoA Units and will have the sole and exclusive right to appoint the board of managers of FoA; (B) the Sellers will hold (i) FoA Units that are exchangeable on a one-for-one basis for shares of Class A Common Stock and (ii) shares of Class B Common Stock; and (C) the holders of Blocker Shares outstanding immediately prior to the effectiveness of the Blocker Merger and Blocker GP will, directly or indirectly, hold shares of Class A Common Stock.

~~Our management team~~The isconsummation ~~led by our founders, Edmond Safra, Gregorio Werthein and Gerardo Werthein. Our founders collectively have decades~~ of ~~experience investing~~the ~~in,~~Proposed ~~managing~~Business ~~and~~Combination ~~operating~~is ~~companies~~subject into ~~Argentina across~~ a ~~variety~~number of ~~industries.~~conditions ~~Our~~set ~~founders~~forth ~~also have decades of experience investing~~ in ~~Brazil. We believe that our management team has established a favorable reputation in~~ the ~~Latin~~Transaction ~~American business~~Agreement ~~community~~including, ~~built~~among ~~strong partnerships with first-tier international institutional investors~~others, ~~developed~~receipt aof ~~vast~~the ~~network~~requisite approval of ~~corporate relationships~~our ~~and~~shareholders, ~~acquired~~satisfaction ~~deep knowledge~~ of the ~~region’s~~minimum ~~economic~~cash ~~fundamentals and regulatory environment. In addition to~~requirements ~~our~~provided ~~management~~in ~~team’s~~the ~~direct~~Transaction ~~involvement~~Agreement, wethe ~~have~~termination ~~recruited~~or ~~and~~expiration ~~will~~of ~~continue~~all torequired ~~recruit~~waiting ~~industry~~periods ~~experts~~under tothe ~~evaluate potential~~Hart-Scott-Rodino ~~investment~~Antitrust ~~opportunities.~~Improvements WeAct ~~believe~~of ~~that~~1976, ~~our~~as ~~management~~amended ~~team’s~~(the ~~extensive~~“HSR ~~network~~Act”), inand the ~~region~~execution ~~will~~of ~~allow~~the ~~them~~various torelated ~~attract,~~transaction ~~select and retain high-performing members of management~~agreements.

~~Edmond~~On November ~~Safra~~4, ~~our~~2020, ~~Co-Chief~~the request for early termination of the waiting period under the HSR Act with respect to the Proposed Business ~~Executive~~Combination ~~Officer,~~was isgranted by the ~~founder~~Federal ~~and~~Trade ~~President~~Commission. ofOn ~~EMS~~February ~~Capital~~12, LP2021, athe SEC declared effective New ~~York-based~~Pubco’s ~~investment~~registration statement ~~manager~~on ~~with~~Form ~~over~~S-4 $1(File No.9 ~~billion~~333-249897), as amended, filed with the SEC in ~~assets~~ ~~under~~connection ~~management~~with asthe ofProposed ~~December 31,~~Business ~~2019.~~Combination (the ~~Mr. Safra~~“New isPubco ~~also~~Registration Statement”), which includes a ~~Vice~~proxy ~~President~~statement ~~and~~with ~~director~~respect ofto M.our ~~Safra &~~extraordinary general ~~Co.~~meeting of shareholders (the “General Meeting”) to approve the Proposed Business Combination, ~~Inc.~~ among other matters, that constitutes a ~~multi-asset~~prospectus ~~class~~of ~~investment~~New ~~management~~Pubco ~~company~~with ~~that~~respect ~~serves~~to as the ~~family~~securities ~~office~~to ofbe issued in the ~~late~~Proposed ~~Moise~~Business YCombination. ~~Safra.~~On HeFebruary ~~has~~12, ~~extensive~~2021, ~~experience~~we ~~investing~~filed ~~across~~our ~~various~~definitive ~~strategies,~~proxy ~~asset~~statement ~~classes,~~on ~~sectors~~Schedule ~~and~~14A ~~geographies.~~(the He“Proxy ~~has~~Statement”) ~~been~~with anthe ~~active~~SEC, which ~~investor~~was inmailed ~~the~~on ~~public~~or ~~and~~about ~~private~~that ~~markets~~date into ~~Brazil~~our ~~for~~shareholders ~~the~~as ~~past~~of ~~two~~January ~~decades~~28, ~~and~~2021, inthe ~~Argentina~~record date for the ~~past~~General ~~six~~Meeting. ~~years,~~The ~~most recently~~General ~~including~~Meeting ~~private~~has ~~real~~been ~~estate~~scheduled ~~development~~for ~~projects~~March in25, ~~Buenos Aires~~2021.

Gregorio Werthein, our Co-Chief Executive Officer, currently serves as a board member and an executive committee member of Transportadora de Gas del Sur SA (NYSE: TGS). Previously, he served as an Executive Managing Director of Werthein Group (2012 to August 2019), and also as a board member of GNNW S.A., Experta ART and Cachay S.A. 2

~~Gerardo~~Concurrently with ~~Werthein~~the execution of the Transaction Agreement, ~~our~~(i) we entered into subscription agreements with various investors, including ~~Advisory~~an ~~Board~~affiliate ~~Member~~of our sponsor, ~~has~~pursuant ~~been~~to awhich ~~principal~~such investors agreed to purchase our ordinary shares (which ordinary shares will be converted into Replay LLC Units pursuant to the Domestication and ~~shareholder~~then will be converted into the right to receive shares of Class A ~~Werthein~~Common Stock pursuant to the Replay Merger) (each such subscription agreement, a “Replay PIPE Agreement”), and (ii) New Pubco entered into subscription agreements with certain funds affiliated with The Blackstone Group ~~since~~Inc. ~~1990~~and Brian L. ~~Over~~Libman and certain entities controlled by him (collectively, the ~~last~~“Principal ~~three~~Stockholders”, ~~decades~~and together with the investors party to the Replay PIPE Agreements, ~~Mr. Gerardo~~the “PIPE Investors”) pursuant to which the Principal Stockholders ~~Werthein~~agreed ~~has~~to ~~played~~purchase anshares ~~instrumental~~of ~~role~~Class A inCommon ~~Werthein~~Stock ~~Group~~(together with our ordinary shares being purchased pursuant to the Replay PIPE Agreements, ~~executing~~the ~~more~~“PIPE ~~than~~Shares”). ~~fifty~~In ~~M&A~~the ~~and~~aggregate, ~~corporate~~the ~~finance~~PIPE ~~transactions~~Investors have committed to purchase $250.0 million inof ~~Argentina~~PIPE Shares, at a purchase price of $10.00 Mrper PIPE Share, including $10. ~~Gerardo~~0 ~~Werthein’s~~million ~~transaction~~of ~~experience~~PIPE ~~includes:~~Shares to be purchased by an affiliate of our sponsor.

•FoA is ~~the~~a ~~acquisition~~vertically integrated, ~~together~~diversified ~~with~~lending ~~the~~platform ~~Sielecki~~that ~~family,~~connects ofborrowers awith 23investors.3% ~~stake~~FoA inoperates ~~BankBoston~~with ~~Argentina~~the ~~(later~~goal ~~known~~of minimizing asrisk; ~~Standard~~it ~~Bank~~offers ~~Argentina)~~a indiverse ~~April~~set ~~2007,~~of ~~with~~high-quality ~~the~~consumer ~~remaining~~loan ~~76.7%~~products ~~stake~~and ~~being~~distributes ~~acquired~~that byrisk ~~Standard~~to ~~Bank.~~investors ~~The~~for ~~combined~~an up-front ~~investments~~cash ~~represented~~profit ~~total~~and ~~consideration~~typically ofsome ~~approximately~~future ~~$170~~performance-based ~~million~~participation. In ~~November~~addition ~~2012~~to FoA’s profitable lending operations, ~~ICBC~~it ~~acquired~~provides ana ~~aggregate~~variety of ~~80%~~services ofto ~~Standard~~lenders ~~Bank~~through ~~Argentina~~its ~~for~~Lender ~~$600~~Services ~~million~~segment, which ~~included~~augments ~~the~~its ~~complete~~lending ~~stakes~~profits with ofan ~~the~~attractive ~~Werthein~~fee-oriented ~~and~~revenue ~~Sielecki families;~~stream.

2Management Expertise

·Our management ~~the~~team ~~acquisition~~is ofled aby ~~48%~~our ~~stake~~founders, inEdmond ~~Telecom Argentina~~Safra, ~~the~~Gregorio ~~largest~~Werthein ~~telecommunications~~and ~~company~~Gerardo inWerthein. ~~Argentina,~~Our ~~from~~founders ~~France~~collectively ~~Telecom~~have ~~for~~decades of ~~$125~~experience ~~million~~investing in, ~~September~~managing ~~2003,~~and anoperating ~~investment~~companies ~~which~~across ~~Werthein~~a ~~Group~~variety ~~partially~~of ~~exited~~industries. We believe that our management team has established a favorable reputation in ~~March~~the ~~2011~~business community, ~~when~~built itstrong ~~sold~~partnerships with first-tier international institutional investors and developed a ~~10%~~vast ~~stake~~network ~~for~~of ~~$145~~corporate ~~million~~relationships. In addition to our management team’s direct involvement, we have recruited and ~~completely~~will ~~exited~~continue byto ~~May~~recruit ~~2017~~industry ~~through~~experts ~~share~~to ~~amortizations~~evaluate ~~and~~potential ~~dividend~~investment ~~payments~~opportunities. ~~for~~We ~~approximately~~believe ~~$470~~that our ~~million;~~management team’s extensive network will allow them to attract, select and retain high-performing members of management.

·We have drawn and will continue to draw upon the ~~acquisition~~extensive networks, relationships and investment personnel of Laour ~~Caja~~management deteam and ~~Ahorro~~our ysponsor ~~Seguro~~to identify, ~~one~~source, negotiate and execute an initial business combination, including the Proposed Business Combination. We believe that the reputations of the ~~largest~~members ~~insurance~~of ~~companies~~our inmanagement ~~Argentina~~team will make us a preferred partner for potential initial business combination targets, insuch ~~1994~~as FoA. Furthermore, anwe ~~investment~~believe ~~which~~that ~~Werthein~~these ~~Group~~relationships ~~exited~~give inus ~~2015~~access to key resources to understand macroeconomic trends, government policies and reforms, regulatory frameworks, investor expectations and market sentiment.

~~Mr. Gerardo Werthein~~The ~~has~~past ~~held~~performance ~~a variety~~ of ~~leadership~~our ~~positions,~~management ~~including~~team ~~Vice~~and ~~Chairman~~their ofaffiliates ~~the~~is ~~board~~not ofa ~~directors~~guarantee of(i) that ~~Telecom~~we ~~Argentina~~will ~~from~~be ~~2003~~able to ~~2017,~~ ~~where~~identify hea ~~negotiated~~suitable candidate ~~and~~for ~~completed~~our ainitial ~~$3.3~~business ~~billion~~combination ~~debt~~or ~~refinancing,~~(ii) of ~~one~~success ofwith ~~the~~respect ~~largest~~to ~~private~~any ~~debt~~business ~~restructurings~~combination inwe ~~Argentina’s history.~~may Mrconsummate. ~~Gerardo~~ You ~~Werthein~~should ~~also~~not ~~acted~~rely ason the ~~CEO~~historical record of ~~Holding~~our ~~Caja~~sponsor, demanagement ~~Ahorro~~team yand ~~Seguro~~their ~~from~~affiliates ~~1994~~as toindicative ~~2009.~~of ~~Over~~our ~~his tenure~~future asperformance. ~~CEO,~~None of the ~~company~~members ~~increased~~of ~~its~~our ~~participation~~management inteam ~~the~~has ~~market~~any topast ~~become~~experience ~~the~~with ~~largest~~any ~~insurance~~blank ~~group~~check incompanies ~~Argentina~~or special purpose acquisition companies.

~~We have drawn and~~Initial ~~will~~Business continue to draw upon the extensive networks, relationships and investment personnel of our management team and our sponsor to identify, source, negotiate and execute an initial business combination in the Latin America opportunity sectors. Our management team has built these relationships over multiple decades of investment and operating experience in Latin America. We believe that the reputations of the members of our management team will make us a preferred partner for potential initial business combination targets. Furthermore, we believe that these relationships give us access to key resources to understand macroeconomic trends, government policies and reforms, regulatory frameworks, investor expectations and market sentiment in the region.Combination

The ~~past performance~~ rules of the NYSE require that our ~~management~~initial ~~team~~business ~~and~~combination ~~their~~must ~~affiliates~~be iswith ~~not~~one aor ~~guarantee~~more ~~(i) that~~operating webusinesses ~~will~~or beassets ~~able~~with a fair market value equal to ~~identify~~at aleast ~~suitable~~80% ~~candidate~~of ~~for our~~the ~~initial~~net ~~business~~assets ~~combination~~held orin trust (~~ii)~~ net of ~~success~~taxes ~~with~~payable ~~respect~~and toexcluding the amount of any deferred ~~business~~underwriting ~~combination~~discount weheld ~~may~~in ~~consummate~~trust). ~~You~~We ~~should not~~refer ~~rely~~to onthis as the ~~historical~~80% ~~record~~ of net assets test. If our ~~sponsor,~~board ~~management~~of ~~team~~directors ~~and~~is ~~their~~not able ~~affiliates~~to asindependently ~~indicative~~determine ofthe ~~our~~fair ~~future~~market ~~performance. None~~value of the ~~members~~target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of ~~our~~FINRA, ~~management~~or ~~team~~from ~~has~~an ~~any~~independent ~~past~~accounting ~~experience~~firm, with ~~any~~respect ~~blank~~to ~~check~~the ~~companies~~satisfaction of orsuch ~~special~~criteria. ~~purpose~~We ~~acquisition~~do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business ~~companies~~combination.

~~Business~~We anticipate ~~Strategy~~structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% 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.

Our business strategy is to identify and complete our initial business combination with a company in the Latin America opportunity sectors. We believe that there is an opportunity to take advantage of the recent economic volatility in Argentina to acquire a high-quality, but undervalued, company or asset, as well as of the new economic environment in Brazil, and leverage our expertise to build a strong business with competitive advantages that have the potential to improve the target’s overall value proposition. 3

We will ~~believe~~provide our ~~management~~public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion ~~team~~of ~~has~~our ~~significant~~initial ~~experience:~~business combination either (1) in connection with a shareholder 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 combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We 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 approval for business or other reasons. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination.

·We have ~~identifying~~until April 8, ~~sourcing~~2021 to complete our initial business combination, ~~negotiating~~unless we obtain the approval of our shareholders to amend our amended and ~~executing~~restated ~~acquisitions~~memorandum and articles of association to extend the date by which we must complete our initial business combination. If we are unable to complete our initial business combination within such time period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the ~~Latin~~aggregate ~~America~~amount ~~opportunity~~then ~~sectors~~on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, wind up our affairs and subsequently 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. 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 by April 8, 2021 (or such later date as may be approved by our shareholders in accordance with our amended and restated memorandum and articles of association).

~~· investing in, managing and operating companies across a variety of industries;~~Competition

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

~~· developing and executing strategic business plans to grow companies, both organically and inorganically;~~Employees

·We currently ~~partnering~~have ~~with~~three ~~other~~executive ~~industry~~officers and do not intend to have any full-~~leading~~time ~~players~~employees prior to ~~increase~~the ~~sales~~completion ~~and~~of ~~improve~~our ~~profitability,~~initial business ~~enhancing~~combination. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any such person will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the ~~competitive~~current ~~position~~stage of ~~companies;~~the business combination process.

~~· implementing an optimized capital structure that enables companies to achieve their next phase of growth;~~Our Website

·Our corporate ~~accessing~~website ~~the~~address ~~capital~~is ~~markets,~~www.replayacquisition.com. ~~including~~The ~~local~~information ~~and~~contained ~~international~~on ~~capital~~or ~~sources,~~accessible ~~across~~through ~~various~~our ~~business~~corporate ~~cycles;~~website or ~~and~~any other website that we may maintain is not incorporated by reference into this report.

~~· running successful and growing businesses throughout changing macroeconomic, legal, tax and regulatory environments.~~ 4

3Periodic Reporting and Audited Financial Statements

~~Our acquisition plan~~We ishave toregistered ~~leverage~~ our ~~management~~units, ~~team’s~~ordinary ~~networks~~shares ofand ~~potential~~warrants ~~transaction~~under ~~sources~~the ~~where~~Securities weExchange ~~believe~~Act aof ~~combination~~1934, ofas ~~our~~amended ~~management~~(the “Exchange ~~team’s~~Act”) ~~industry~~and ~~relationships~~have reporting obligations, ~~knowledge~~including ~~and~~the ~~experience~~requirement ~~could~~that ~~effect~~we afile ~~positive~~annual, ~~transformation~~quarterly orand ~~augmentation~~current ofreports ~~existing~~with ~~businesses~~the ~~or assets~~SEC. ~~Over~~Such ~~the~~reports ~~course~~and ofother ~~their~~information ~~careers,~~filed by the ~~members~~company ofwith ~~our~~the ~~management~~SEC ~~team~~are ~~have~~available ~~developed~~free aof ~~broad~~charge ~~network~~on ofour ~~contacts~~ website and on ~~corporate~~the ~~relationships~~SEC’s ~~that~~website weat ~~believe~~www.sec.gov. ~~will~~The ~~serve~~contents asof athese ~~useful~~websites ~~source~~are ofnot ~~acquisition~~incorporated ~~opportunities.~~into Wethis ~~plan~~report. toIn ~~leverage relationships~~accordance with ~~management~~the ~~teams~~requirements of ~~public~~the ~~and~~Exchange ~~private companies~~Act, ~~investment~~our ~~professionals~~annual atreports ~~private~~will ~~equity~~contain ~~firms and other~~ financial ~~sponsors, owners~~statements ofaudited ~~private~~and ~~businesses,~~reported ~~government~~on ~~bodies,~~by ~~investment bankers, restructuring advisers, consultants, attorneys and accountants,~~our ~~which~~independent weregistered ~~believe~~public ~~should provide us with a number of business combination opportunities~~accountants.

~~Upon~~We will ~~completion~~provide shareholders with audited financial statements of a prospective target business as part of any tender offer materials ~~our~~or ~~initial~~proxy ~~public~~solicitation ~~offering,~~materials sent to shareholders to assist them in assessing the ~~members~~target ofbusiness. ~~our~~These ~~management~~financial ~~team~~statements may ~~began~~be ~~communicating~~required to be prepared in accordance with, ~~their~~or ~~networks~~be ofreconciled ~~relationships~~to, United States generally accepted accounting principles (“U.S. GAAP”) or international financial reporting standards (“IFRS”), depending on the circumstances and the historical financial statements may be required to ~~articulate~~be audited in accordance with the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the ~~parameters~~pool ~~for~~of ~~our~~potential ~~search~~target businesses we may acquire because some targets may be unable to provide such financial statements in time for aus ~~target~~to ~~business~~disclose such financial statements in accordance with federal proxy rules and acomplete ~~potential~~our initial business combination ~~and~~within ~~began~~the prescribed time frame. While this may limit the ~~process~~pool of ~~pursuing~~potential ~~and reviewing~~business ~~potentially~~combination ~~interesting~~candidates, ~~leads~~we do not believe that this limitation will be material.

~~Acquisition~~We were ~~Criteria~~required to evaluate our internal control procedures for the fiscal year ended December 31, 2020 as required by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-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 comply with the independent registered public accounting firm attestation requirements on our internal control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

~~Consistent~~We are ~~with~~an ~~our business~~“emerging ~~strategy~~growth company,” weas ~~have~~defined ~~identified~~in Section 2(a) of the ~~following~~Securities ~~general~~Act ~~criteria~~of ~~and~~1933, ~~guidelines~~as ~~that~~amended we(the ~~believe~~“Securities ~~are~~Act”), ~~important~~as inmodified ~~evaluating prospective~~by ~~targets~~the JOBS Act, and will remain such for ~~our~~up ~~initial~~to ~~business~~five ~~combination~~years. WeAs ~~will~~such, ~~use~~we ~~these~~are ~~criteria~~eligible to ~~and~~take ~~guidelines~~advantage inof ~~evaluating~~certain ~~acquisition~~exemptions ~~opportunities,~~from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but wenot ~~may~~limited ~~decide~~to, not being required to ~~enter~~comply ~~into~~with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic ~~initial~~reports ~~business~~and ~~combination~~proxy ~~with~~statements, and exemptions from the requirements of holding a ~~target~~non-binding ~~that~~advisory ~~does~~vote on executive compensation and shareholder approval of any golden parachute payments not ~~meet~~previously ~~these~~approved. ~~criteria~~However, ~~and~~if ~~guidelines~~our annual gross revenue is $1.07 billion or more, if our non-convertible debt issued within a three-year period exceeds $1 billion or the market value Weof ~~expect~~our toordinary ~~weigh~~shares ~~potential~~held ~~upside~~by ~~from~~non-affiliates ~~growth~~exceeds in$700 million on the ~~target~~last ~~business~~day ~~and~~of anthe ~~improved~~second ~~capital~~fiscal ~~structure~~quarter ~~against~~of any ~~identified~~given fiscal ~~downside~~year, ~~risks.~~we Wewould ~~intend~~cease to ~~focus~~be onan ~~target~~emerging ~~businesses~~growth ~~that~~company as of the following fiscal year. As an emerging growth company, we ~~believe:~~have elected, under Section 107(b) of the JOBS Act, to 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.

·Additionally, we are ~~leading~~a ~~players~~“smaller orreporting ~~high~~company” as defined in Item 10(f)(1) of Regulation S-~~quality~~K. ~~assets~~Smaller ~~within~~reporting ~~one~~companies may take advantage of ~~the~~certain ~~Latin~~reduced ~~America~~disclosure ~~opportunity~~obligations, ~~sectors~~including, among other things, providing only two years of audited financial statements. We ~~intend~~will toremain ~~seek~~ a ~~target~~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 ~~has~~year’s asecond ~~leading~~fiscal ~~position~~quarter, and ~~technology~~(2) our annual revenues equaled or ~~product~~exceeded ~~capability~~$100 inmillion during such completed fiscal year or the ~~consumer,~~market ~~telecommunications~~value ~~and~~of ~~technology,~~our ~~energy,~~ordinary shares ~~financial~~held ~~services~~by ~~and~~non-affiliates ~~real~~equals ~~estate~~or ~~sectors;~~exceeds $700 million as of the end of that year’s second fiscal quarter.

~~· are fundamentally sound with consistent operational performance and free cash flow generation~~Item 1A. WeRisk expect to target a business that has historically exhibited profitability and strong cash flow generation. Our management team has a proven track record accelerating growth of companies with strong past performance;Factors

·Ownership of ~~are~~our ~~well-suited~~securities ~~for~~involves a high degree of risk. If any of the ~~volatility~~following inevents ~~local~~occur, our business, financial ~~markets.~~condition Weand operating ~~intend~~results tomay ~~seek~~be ~~targets~~materially adversely affected. In that ~~can~~event, ~~thrive~~the ~~throughout~~trading ~~volatile~~price ~~market~~of ~~conditions~~our ~~such~~securities ascould ~~export-oriented~~decline, ~~businesses~~and you ~~with~~could ~~global~~lose ~~sales~~all or ~~where~~part Uof your investment.S This report also contains forward-looking statements that involve risks and uncertainties. Our ~~dollar~~actual results could differ materially from those anticipated in the forward-~~denominated~~looking ~~revenues~~statements ~~will~~as bea ~~prioritized;~~result of specific factors, including the risks described below.

·In addition ~~are~~to atthe anrisks ~~inflection~~and ~~point~~uncertainties set forth below, ~~such~~we asface ~~requiring~~certain ~~additional~~material ~~capital~~risks and uncertainties related to ~~achieve~~the aProposed Business ~~growth~~Combination ~~strategy~~with FoA. WeIf ~~intend~~we succeed in effecting the Proposed Business Combination, we will face additional and different risks and uncertainties related to ~~look~~the ~~for~~business ~~targets~~of ~~that~~FoA. ~~have~~Such ~~clear~~material ~~opportunities~~risks ~~for~~are ~~long-term~~set ~~sustainable~~forth ~~growth,~~in ~~but~~the ~~which~~Proxy ~~require~~Statement ~~our~~filed ~~capital~~with orthe SEC ~~expertise~~in connection with the General Meeting to ~~execute~~approve athe ~~growth~~Proposed ~~strategy;~~Business Combination, among other matters.

· have the potential to further improve their performance under our ownership. We intend to seek targets where we believe we can improve company results by leveraging our transactional, financial, managerial and investment experience as well as our extensive networks and insights. We believe our management team has the right skills and capabilities to enhance companies’ results and consolidate competitive positions in their sectors; 5

~~· may benefit from capital markets access.~~ We are ~~intend to seek~~ a ~~target~~blank ~~that~~check ~~may~~company ~~benefit~~with ~~from~~no ~~being,~~operating orhistory ~~has~~and ~~the~~no ~~potential to become~~revenues, aand ~~public~~you ~~company~~have ~~with~~no anbasis ~~increased~~on ~~public~~which ~~profile,~~to ~~enhanced~~evaluate ~~corporate~~our ~~governance~~ability ~~and increased access~~ to achieve aour ~~more~~business ~~diversified pool of capital; and~~objective.

·We are ~~exhibit~~a ~~unrecognized~~newly ~~value~~incorporated ~~and~~company ~~desirable~~established ~~returns~~under onthe ~~capital.~~laws Weof ~~will~~the ~~look~~Cayman ~~for~~Islands ~~targets~~with ~~that~~no operating results to date. Because we lack ~~believe~~an operating history, you have ~~been~~no ~~undervalued~~basis byupon ~~the~~which ~~marketplace~~to ~~based~~evaluate onour ability to achieve our ~~analysis~~business ~~and~~objective ~~due~~of ~~diligence~~completing our ~~review~~initial business combination with one or more target businesses. We may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

~~These criteria are~~Our ~~not~~independent ~~intended~~registered topublic beaccounting ~~exhaustive.~~firm’s ~~Any~~report ~~evaluation~~contains ~~relating~~an toexplanatory ~~the~~paragraph ~~merits~~that ofexpresses asubstantial ~~particular~~doubt ~~initial business combination may be based,~~about ~~to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that~~ our ~~management~~ability ~~may deem relevant. In the event that we decide~~ to ~~enter~~continue ~~into~~as ~~our initial business combination with~~ a ~~target~~“going 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 business combination, which would be in the form of proxy solicitation or tender offer materials that we would file with the SECconcern.”

4As of December 31, 2020, we had approximately $850,000 outside of the trust account and a working capital deficit of approximately $836,000. Further, we have incurred, expect to continue to incur, significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital are discussed under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our initial business combination, including the Proposed 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 report do not include any adjustments that might result from our inability to continue as a going concern.

~~Initial~~Our public ~~Business~~shareholders ~~Combination~~may not be afforded 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.

~~The~~We may ~~rules of~~not ~~the NYSE~~hold ~~require~~a ~~that~~shareholder vote to approve our initial business combination ~~must~~unless bethe ~~with~~business ~~one~~combination orwould ~~more~~require ~~operating~~shareholder approval ~~businesses~~under applicable law or ~~assets~~stock ~~with~~exchange arules or ~~fair~~if ~~market~~we ~~value equal~~decide to athold ~~least~~a ~~80%~~shareholder vote for business or other reasons. For instance, the rules of the ~~net~~NYSE ~~assets~~currently ~~held~~allow us to engage in ~~trust~~a ~~(net~~tender offer in lieu of ~~taxes~~a ~~payable~~shareholder ~~and~~meeting, ~~excluding~~but would ~~the~~still ~~amount~~require us to obtain shareholder approval if we were seeking to issue more than 20% of ~~any~~our ~~deferred~~issued ~~underwriting~~and outstanding ~~discount~~shares ~~held~~to a target business as consideration in ~~trust)~~any business combination. WeTherefore, ~~refer~~if we were structuring a business combination that required us to ~~this~~issue asmore ~~the~~than 8020% of ~~net~~our ~~assets~~issued ~~test.~~and Ifoutstanding ~~our~~shares, ~~board~~we ofwould ~~directors~~seek isshareholder ~~not~~approval ~~able~~of tosuch ~~independently~~business ~~determine~~combination. However, except as required by applicable law or stock exchange rules, the ~~fair~~decision ~~market~~as ~~value~~to whether we will seek shareholder approval of ~~the~~a ~~target~~proposed business combination or ~~businesses,~~will weallow ~~will~~shareholders ~~obtain~~to ansell ~~opinion~~their ~~from~~shares anto ~~independent~~us ~~investment~~in a tender offer will be made ~~banking~~by ~~firm~~us, ~~that~~solely isin our discretion, and will be based on a ~~member~~variety of ~~FINRA~~factors, orsuch ~~from~~as anthe ~~independent~~timing ~~accounting~~of ~~firm,~~the ~~with~~transaction ~~respect~~and to whether the ~~satisfaction~~terms of ~~such~~the ~~criteria~~transaction would otherwise require us to seek shareholder approval. Accordingly, we may consummate our initial Webusiness docombination ~~not~~even ~~intend~~if toholders ~~purchase~~of ~~multiple~~a ~~businesses~~majority inof ~~unrelated~~the ~~industries~~issued inand ~~conjunction~~outstanding ~~with~~ordinary ~~our~~shares ~~initial~~do ~~business~~not approve of the business combination we consummate.

~~We anticipate structuring~~If ~~our~~we ~~initial~~seek ~~business~~shareholder ~~combination~~approval ~~so that the post-transaction company in which our public shareholders own shares will own or acquire 100%~~ of ~~the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure~~ our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, ~~but~~ we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our ~~shareholders prior to our~~ initial ~~business combination may collectively own a minority interest in the post-transaction company~~shareholders, ~~depending~~officers ~~on valuations ascribed to the target~~ and usdirectors ~~in the~~have ~~business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new~~agreed ~~shares~~to invote ~~exchange for all of the issued and outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest~~ in ~~the~~favor ~~target. However, as a result~~ of ~~the~~such ~~issuance of a substantial number of new shares, our shareholders immediately prior to our~~ initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, ~~the~~regardless ~~portion~~ of ~~such~~how ~~business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If~~ our ~~initial~~public ~~business~~shareholders ~~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~~vote.

WeUnlike many ~~will~~other ~~provide~~blank ~~our public~~check ~~shareholders~~companies ~~with~~in which the ~~opportunity~~initial toshareholders ~~redeem~~agree ~~all~~to orvote atheir ~~portion~~founder ofshares ~~their~~in ~~ordinary~~accordance ~~shares~~with ~~upon~~the majority of the ~~completion~~votes ofcast ~~our~~by ~~initial business~~the ~~combination~~public ~~either~~shareholders ~~(1)~~ in connection with aan ~~shareholder~~initial ~~meeting~~business ~~called~~combination, toour ~~approve~~initial ~~the~~shareholders ~~business~~have agreed ~~combination or~~ (~~2) by means~~and oftheir apermitted ~~tender~~transferees ~~offer.~~will ~~The~~agree), ~~decision~~pursuant as to ~~whether~~the weterms ~~will~~of ~~seek~~a ~~shareholder~~letter ~~approval~~agreement ofentered ainto ~~proposed~~with ~~business~~us, ~~combination~~to ~~or conduct~~vote atheir ~~tender~~founder ~~offer~~shares ~~will~~and beany ~~made~~public byshares ~~us,~~held ~~solely~~by them in ~~our~~favor ~~discretion,~~of ~~and~~our ~~will~~initial bebusiness ~~based~~combination. onAs a ~~variety~~result, ofin ~~factors~~addition to ~~such~~our asinitial ~~the~~shareholders’ ~~timing~~founder ofshares ~~the transaction~~ and ~~whether~~ the ~~terms~~ordinary ofshares underlying the ~~transaction~~units ~~would~~that ~~require~~affiliates usof toour ~~seek~~sponsor purchased ~~shareholder~~in ~~approval~~our ~~under~~initial ~~applicable~~public ~~law~~offering, orwe ~~stock exchange~~would ~~listing~~need ~~requirement.~~8,281,251, ~~Asset~~or ~~acquisitions~~28.8%, ~~and~~of ~~share~~the ~~purchases~~28,750,000 ~~would~~public ~~not~~shares ~~typically~~sold ~~require~~in ~~shareholder~~our ~~approval while direct~~initial ~~mergers~~public ~~with~~offering ~~our~~to ~~company~~be ~~where~~voted wein dofavor ~~not~~of ~~survive~~a ~~and~~transaction ~~any~~(assuming ~~transactions~~all ~~where~~issued weand ~~issue~~outstanding ~~more~~shares ~~than~~are ~~20%~~voted), ofsubject ~~our~~to ~~issued~~any ~~and outstanding~~higher ~~ordinary~~threshold ~~shares~~as oris ~~seek~~required toby ~~amend~~Cayman ~~our~~Islands ~~amended~~or ~~and~~other ~~restated~~applicable ~~memorandum~~law, ~~and~~in ~~articles~~order ofto ~~association~~have ~~would~~such ~~require~~initial ~~shareholder~~business ~~approval~~combination approved. WeOur ~~intend~~directors toand ~~conduct~~officers ~~redemptions~~have ~~without~~entered ainto ~~shareholder~~letter ~~vote~~agreements ~~pursuant~~similar to the ~~tender~~one ~~offer~~signed ~~rules of~~by ~~the~~our ~~SEC~~initial ~~unless~~shareholders ~~shareholder~~with respect ~~approval~~to ispublic ~~required~~shares acquired by ~~applicable~~them, ~~law~~if orany. ~~stock~~We ~~exchange~~expect ~~listing~~that ~~requirement~~our orinitial weshareholders ~~choose~~and totheir ~~seek~~permitted ~~shareholder~~transferees ~~approval~~will ~~for~~own ~~business~~at orleast ~~other~~27% ~~reasons.~~of Weour ~~will~~issued ~~consummate~~and ~~our~~outstanding ~~initial~~ordinary ~~business~~shares ~~combination~~at ~~only~~the iftime weof ~~have~~any ~~net~~such ~~tangible~~shareholder ~~assets~~vote. ofAccordingly, atif ~~least~~we ~~$5,000,001~~seek shareholder ~~upon~~approval ~~such~~of ~~consummation~~our ~~and~~initial business combination, ~~solely~~it ifis wemore ~~seek~~likely that the necessary shareholder approval, awill ~~majority~~be ofreceived than would be the ~~issued~~case ~~and~~if ~~outstanding~~such ~~ordinary~~persons ~~shares~~agreed ~~voted are~~to ~~voted~~vote their founder shares in ~~favor~~accordance with the majority of the ~~business~~votes ~~combination~~cast by our public shareholders.

WeYour ~~have~~only ~~until~~opportunity ~~April 8, 2021~~ to ~~complete~~affect ~~our~~the ~~initial~~investment ~~business~~decision ~~combination.~~regarding Ifa wepotential ~~are unable to complete our initial~~ business combination ~~within~~ ~~such time period, we~~ will: ~~(1) cease~~be ~~all~~limited ~~operations~~to ~~except for~~ the ~~purpose~~ exercise of ~~winding~~your ~~up;~~right ~~(2) as promptly as reasonably possible but not more than 10 business days thereafter, subject~~ to ~~lawfully available funds therefor,~~ redeem ~~the~~your ~~public~~ shares~~, at~~ afrom ~~per-share~~us ~~price,~~for ~~payable in~~ cash, ~~equal~~unless towe ~~the~~seek ~~aggregate~~shareholder ~~amount~~approval ~~then on deposit in the trust account, including interest (less up to $100,000~~ of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, 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, which will expire worthless if we fail to complete our initial business combination ~~by April 8, 2021~~.

~~Competition~~You may not be provided with an opportunity 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 opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, if we do not seek shareholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.

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

We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, 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 (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 relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

~~Employees~~ 6

~~We currently have three~~The ~~executive~~ability ~~officers and do not intend to have any full-time employees prior to the completion~~ of our ~~initial~~public ~~business~~shareholders ~~combination. Members~~to ofexercise ~~our~~redemption ~~management~~rights ~~team~~with ~~are~~respect ~~not obligated~~ to ~~devote~~a ~~any~~large ~~specific~~ number of ~~hours to~~ our ~~matters~~shares ~~but~~may ~~they~~not ~~intend~~allow ~~to devote~~us ~~as much of their time as they deem necessary~~ to ~~our~~complete ~~affairs~~the ~~until~~most wedesirable ~~have completed our initial~~ business combination. ~~The~~or ~~amount of~~optimize ~~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~~capital ~~business combination and the current stage of the business combination process~~structure.

~~Our~~At the ~~Website~~time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights and, therefore, we will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third-party financing.

~~Our corporate website~~Raising ~~address~~additional isthird-party ~~www.replayacquisition.com.~~financing ~~The~~may ~~information~~involve ~~contained~~dilutive onequity issuances or ~~accessible~~the ~~through~~incurrence ~~our~~of ~~corporate~~indebtedness ~~website~~at orhigher ~~any~~than ~~other website~~desirable ~~that~~levels. weThe above considerations may ~~maintain~~limit isour ~~not~~ability ~~incorporated~~to bycomplete ~~reference~~the ~~into~~most ~~this~~desirable ~~report~~business combination available to us or optimize our capital structure.

~~Periodic~~The ability ~~Reporting~~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 ~~Audited~~that ~~Financial~~you would have to wait for liquidation in order ~~Statements~~to redeem your shares.

~~We have registered~~If our ~~units,~~initial ~~ordinary~~business ~~shares~~combination ~~and~~agreement ~~warrants~~requires ~~under~~us ~~the~~to ~~Securities~~use ~~Exchange~~a ~~Act~~portion of ~~1934,~~the ascash ~~amended~~in (the ~~“Exchange~~trust ~~Act”)~~account to pay the purchase price, ~~and~~or requires us to have ~~reporting~~a ~~obligations,~~minimum ~~including~~amount of cash at closing, the ~~requirement~~probability that weour ~~file~~initial ~~annual~~business combination would be unsuccessful increases. If our initial business combination is unsuccessful, ~~quarterly~~you ~~and~~would ~~current~~not ~~reports~~receive ~~with~~your ~~the~~pro ~~SEC.~~rata Inportion ~~accordance~~of the trust account ~~with~~until we liquidate the ~~requirements~~trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open ~~Exchange~~market; ~~Act~~however, at such time our ~~annual~~shares ~~reports~~may ~~will~~trade ~~contain~~at ~~financial~~a ~~statements~~discount ~~audited~~to ~~and~~the ~~reported~~pro rata amount per share in the trust account. In either situation, you may suffer a material loss on byyour investment or lose the benefit of funds expected in connection with our ~~independent~~redemption ~~registered~~until ~~public~~we ~~accountants~~liquidate or you are able to sell your shares in the open market.

~~We will provide shareholders~~The ~~with~~requirement ~~audited~~that ~~financial~~we ~~statements~~complete ofour ainitial ~~prospective target~~ business ascombination ~~part~~within ofthe ~~any~~prescribed ~~tender~~time ~~offer~~frame ~~materials~~may orgive ~~proxy~~potential ~~solicitation~~target businesses ~~materials~~leverage ~~sent~~over tous ~~shareholders to assist them~~ in ~~assessing~~negotiating ~~the~~a ~~target~~ business. ~~These~~combination ~~financial~~and ~~statements~~ may belimit ~~required~~the totime ~~be prepared~~we have in ~~accordance~~which ~~with, or be reconciled~~ to, ~~United~~conduct ~~States~~due ~~generally~~diligence ~~accepted~~on ~~accounting principles (“U.S. GAAP”)~~potential orbusiness ~~international~~combination ~~financial reporting standards (“IFRS”)~~targets, ~~depending on the circumstances and the historical financial statements may be required to be audited~~ in ~~accordance~~particular ~~with~~as ~~the~~we ~~Public~~approach ~~Company~~our ~~Accounting~~dissolution ~~Oversight Board (United States)~~deadline, orwhich ~~PCAOB. These~~could ~~financial~~undermine ~~statement~~our ~~requirements~~ability ~~may limit the pool of potential target businesses we may acquire because some targets may be unable~~ to ~~provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and~~ complete our initial business combination ~~within~~on ~~the~~terms ~~prescribed time frame. While this may limit the pool of potential business combination candidates, we do not believe~~ that ~~this~~would ~~limitation~~produce ~~will~~value befor ~~material~~our shareholders.

WeAny potential ~~will~~target bebusiness ~~required to~~with ~~evaluate~~which ~~our~~we ~~internal~~enter ~~control~~into ~~procedures~~negotiations ~~for~~concerning ~~the~~a ~~fiscal~~business ~~year~~combination ~~ending~~will ~~December 31,~~be ~~2020~~aware asthat ~~required~~we bymust ~~the Sarbanes-Oxley~~complete ~~Act~~our ofinitial ~~2002~~business ~~(the~~combination ~~“Sarbanes-Oxley~~by ~~Act”).~~April 8, ~~Only~~2021, inunless we obtain the ~~event~~approval weof ~~are~~our ~~deemed~~shareholders to beamend aour ~~large~~amended and ~~accelerated~~restated ~~filer~~memorandum orand anarticles ~~accelerated filer~~of ~~will~~association weto beextend ~~required~~the todate ~~have~~by ~~our~~which ~~internal~~we ~~control~~must ~~procedures~~complete ~~audited~~our initial business combination. Consequently, Asuch target business may ~~not~~obtain beleverage over us in ~~compliance~~negotiating ~~with~~a ~~the~~business combination, knowing that if we do not ~~provisions~~complete ofour ~~the~~initial ~~Sarbanes-Oxley~~business ~~Act~~combination ~~regarding~~with ~~adequacy~~that ofparticular ~~their~~target ~~internal~~business, ~~controls.~~we ~~The~~may ~~development~~be ofunable ~~the~~to ~~internal~~complete ~~controls~~our ofinitial business combination with any ~~such~~target ~~entity~~business. This risk will increase as we get closer to ~~achieve~~the ~~compliance~~end ~~with~~of the ~~Sarbanes-Oxley~~prescribed ~~Act~~time frame. In addition, we may ~~increase~~have ~~the~~limited time to conduct due diligence and ~~costs~~may ~~necessary~~enter tointo ~~complete~~our ~~any~~initial ~~such~~business combination on terms that we would have ~~acquisition~~rejected upon a more comprehensive investigation.

We ~~are an “emerging~~ ~~growth~~may ~~company,”~~not asbe ~~defined~~able ~~in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the JOBS Act, and will remain such for up~~ to ~~five~~complete ~~years. However, if~~ our ~~annual~~initial ~~gross~~business ~~revenue~~combination ~~is $1.07 billion or more, if our non-convertible debt issued~~ within athe ~~three-year~~prescribed ~~period~~time ~~exceeds~~frame, $1in ~~billion~~which orcase ~~the~~we ~~market~~would ~~value~~cease ~~of our ordinary shares~~all ~~held~~operations byexcept ~~non-affiliates~~for ~~exceeds $700 million on~~ the ~~last~~purpose ~~day~~ of ~~the~~winding ~~second~~up ~~fiscal~~and ~~quarter of any given fiscal year,~~ we would ~~cease to~~redeem beour anpublic ~~emerging~~shares ~~growth~~and ~~company as of the following fiscal year. As an emerging growth company~~liquidate, wein ~~have~~which ~~elected,~~case ~~under~~our ~~Section 107(b) of~~public ~~the~~shareholders ~~JOBS~~may ~~Act,~~receive toonly ~~take~~$10.00 ~~advantage~~per ofshare, ~~the~~or ~~extended~~less ~~transition~~than ~~period~~such ~~provided~~amount in ~~Section 7(a)(2)(B) of~~certain ~~the~~circumstances, ~~Securities~~and ~~Act for~~our ~~complying~~warrants ~~with~~will ~~new or revised accounting standards~~expire worthless.

~~Item~~Our sponsor, 1Aofficers and directors have agreed that we must complete our initial business combination by April 8, 2021, unless we obtain the approval of our shareholders to amend our amended and restated memorandum and articles of association to extend the date by which we must complete our initial business combination. ~~Risk~~We ~~Factors~~may not be able to complete the Proposed Business Combination or find another suitable target business and complete our initial business combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the coronavirus (COVID-19) pandemic persists both in the U.S. and globally and, while the extent of the impact of the COVID-19 pandemic on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire.

Ownership of our securities involves a high degree of risk. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. This report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks described below. 7

6If we have not completed our initial business combination within such time period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, wind up our affairs and subsequently dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors herein.

WeIf we ~~are~~seek ashareholder ~~blank~~approval ~~check~~of ~~company~~our ~~with~~initial business combination, our sponsor, directors, officers, advisors or any of their affiliates nomay ~~operating~~elect ~~history~~to ~~and~~purchase noshares ~~revenues~~from public shareholders, ~~and~~which ~~you~~may ~~have~~influence noa ~~basis~~vote on ~~which~~a toproposed ~~evaluate~~business ~~our~~combination ~~ability~~and toreduce the ~~achieve~~public “float” of our ~~business~~ordinary ~~objective~~shares.

WeIf we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or any of their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. Such a ~~newly~~purchase ~~incorporated~~may include a contractual acknowledgement ~~company~~that ~~established~~such ~~under~~shareholder, although still the ~~laws~~record holder of our shares, is no longer the ~~Cayman~~beneficial ~~Islands~~owner ~~with~~thereof noand ~~operating~~therefore agrees ~~results~~not to ~~date~~exercise its redemption rights. ~~Because~~In wethe ~~lack~~event anthat ~~operating~~our ~~history~~sponsor, directors, officers, advisors or any of their affiliates ~~you~~purchase shares in privately negotiated transactions from public shareholders who have noalready ~~basis~~elected ~~upon~~to ~~which~~exercise their redemption rights, such selling shareholders would be required to ~~evaluate~~revoke ~~our~~their ~~ability~~prior elections to ~~achieve~~redeem their 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 with our initial business ~~objective~~combination. The purpose of ~~completing~~such purchases could be to vote such shares in favor of our initial business combination and thereby increase the likelihood of obtaining shareholder approval of our initial ~~with~~business ~~one~~combination or ~~more~~to ~~target~~satisfy ~~businesses.~~a Weclosing ~~may~~condition bein ~~unable~~an agreement with a target that requires us to ~~complete~~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. IfThis wemay ~~fail~~result toin ~~complete~~the completion of our initial business combination, wethat ~~will~~may ~~never~~not ~~generate~~otherwise ~~any~~have ~~operating~~been ~~revenues~~possible.

~~Our~~In addition, ~~public~~if ~~shareholders~~such ~~may~~purchases ~~not~~are ~~be afforded~~made, anthe ~~opportunity~~public to“float” ~~vote~~of on our ~~proposed~~ordinary ~~business~~shares ~~combination,~~and ~~which~~the ~~means~~number weof ~~may~~beneficial ~~complete~~holders of our ~~initial~~securities ~~business~~may ~~combination even~~be ~~though~~reduced, apossibly ~~majority~~making ofit ~~our~~difficult ~~public~~to ~~shareholders~~maintain door ~~not~~obtain ~~support~~the ~~such~~quotation, listing or trading of our securities on a ~~combination~~national securities exchange.

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

IfWe will wecomply ~~seek~~with ~~shareholder~~the ~~approval~~tender ~~of our~~offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our ~~initial~~tender ~~shareholders~~offer or proxy materials, ~~officers~~as ~~and~~applicable, ~~directors~~such ~~have~~shareholder ~~agreed~~may not become aware of the opportunity to ~~vote~~redeem inits ~~favor~~shares. ofIn ~~such~~addition, ~~initial~~the tender ~~business~~offer ~~combination~~documents or proxy materials, ~~regardless~~as applicable, that we will furnish to holders of ~~how~~our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public ~~shareholders~~shares. ~~vote~~In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

~~Unlike many other blank~~You ~~check~~will ~~companies~~not in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our initial shareholders have ~~agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and~~ any ~~public~~rights ~~shares~~or ~~held~~interests ~~by them~~ in ~~favor~~funds offrom ~~our initial business combination. As a result, in addition to our initial shareholders’ founder shares and~~ the ~~ordinary~~trust ~~shares underlying the units that affiliates of our sponsor purchased in our initial public offering~~account, we ~~would~~except ~~need~~under ~~8,281,251,~~certain orlimited 28circumstances.~~8%,~~ ofTo ~~the 28,750,000 public shares sold in our initial public offering to be voted in favor of~~liquidate ayour ~~transaction (assuming all issued and outstanding shares are voted)~~investment, ~~subject to any higher threshold as is required by Cayman Islands or other applicable law~~therefore, inyou ~~order~~may tobe ~~have~~forced ~~such initial business combination approved. Our directors and officers have entered into letter agreements similar~~ to ~~the~~sell ~~one~~your ~~signed by our initial shareholders with respect to~~ public shares ~~acquired~~or ~~by them~~warrants, ~~if any.~~potentially ~~We expect that our initial shareholders and their permitted transferees will own~~ at ~~least~~a ~~27% of our issued and outstanding ordinary shares at the time of any such shareholder vote~~loss. Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.

~~Your~~Our public shareholders will be entitled to receive funds from the trust account only ~~opportunity~~upon the earliest to ~~affect~~occur of: (1) the ~~investment~~completion ~~decision~~of ~~regarding~~our ainitial ~~potential~~ business combination, ~~will~~and bethen ~~limited~~only in connection with those ordinary shares that such shareholder properly elected to redeem, subject to the ~~exercise~~limitations described elsewhere in this report, (2) the redemption of ~~your~~any ~~right~~public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem ~~your~~100% of our public shares if we do not complete our initial ~~from~~business uscombination ~~for~~by ~~cash~~April 8, ~~unless~~2021 we(or ~~seek~~such ~~shareholder~~later ~~approval~~date as may be approved by our shareholders in accordance with our amended and restated memorandum and articles of ~~such~~association) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (3) the redemption of our public shares if we are unable to complete our initial business combination by April 8, 2021 (or such later date as may be approved by our shareholders in accordance with our amended and restated memorandum and articles of association), subject to applicable law and as further described elsewhere in this report. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

You may not be provided with an opportunity 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 opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, if we do not seek shareholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination. 8

The NYSE ~~ability~~may ofdelist our ~~public~~securities ~~shareholders to~~from ~~redeem~~trading ~~their~~on ~~shares~~its ~~for~~exchange, ~~cash~~which ~~may~~could ~~make~~limit ~~our~~investors’ ~~financial~~ability ~~condition unattractive~~ to ~~potential~~make ~~business~~transactions ~~combination targets, which~~in ~~may~~our ~~make~~securities itand ~~difficult~~subject ~~for~~ us to ~~enter~~additional ~~into~~trading ~~a business combination with a target~~restrictions.

~~We may seek to enter~~Our ~~into~~units, aordinary ~~business~~shares ~~combination~~and ~~transaction~~warrants ~~agreement~~are ~~with~~currently alisted ~~prospective~~on ~~target~~the ~~that~~NYSE. ~~requires~~We ascannot aassure ~~closing~~you ~~condition~~ that weour ~~have~~securities ~~a minimum~~will ~~net~~continue ~~worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be~~to ~~able~~be tolisted ~~meet~~on ~~such~~the ~~closing~~NYSE ~~condition~~in ~~and,~~the asfuture aor ~~result,~~prior ~~would not be able~~ to ~~proceed~~our ~~with~~initial ~~the~~ business combination. ~~Furthermore, in~~In noorder ~~event~~to ~~will~~continue welisting ~~redeem~~ our ~~public~~securities on ~~shares in an amount that would cause our net tangible assets, after payment of~~ the ~~deferred underwriting~~NYSE ~~commissions,~~prior to beour ~~less~~initial ~~than~~business $5combination,~~000,001~~ ~~(so that~~ we domust ~~not~~maintain ~~then~~certain ~~become~~financial, ~~subject~~distribution toand ~~the~~share ~~SEC’s~~price ~~“penny stock”~~levels. ~~rules)~~Generally, orwe ~~any~~must ~~greater~~maintain ~~net~~a ~~tangible~~minimum ~~asset~~number orof ~~cash~~holders ~~requirement~~of ~~that~~our ~~may~~securities. beAdditionally, ~~contained~~ in ~~the~~connection ~~agreement~~with ~~relating to~~ our initial business combination~~. Consequently~~, ifwe ~~accepting~~will ~~all~~be ~~properly~~required ~~submitted~~to ~~redemption~~demonstrate ~~requests~~compliance ~~would~~with ~~cause~~the ~~our~~NYSE’s ~~net~~initial ~~tangible~~listing ~~assets~~requirements, towhich beare ~~less~~more rigorous than ~~$5,000,001~~the orNYSE’s ~~such~~continued ~~greater~~listing ~~amount~~requirements, ~~necessary~~in order to ~~satisfy~~continue ato ~~closing~~maintain ~~condition~~the aslisting ~~described~~of ~~above,~~our ~~we would not proceed with such~~securities ~~redemption~~on ~~and~~ the ~~related~~NYSE. ~~business~~For ~~combination~~instance, ~~and~~our ~~may~~share ~~instead~~price ~~search~~would ~~for~~generally anbe ~~alternate~~required ~~business~~to ~~combination.~~be ~~Prospective~~at ~~targets will~~least be$4 ~~aware~~per ofshare. ~~these~~We ~~risks~~cannot ~~and,~~assure ~~thus,~~you ~~may~~that we will be ~~reluctant~~able to ~~enter~~meet ~~into~~those ainitial ~~business~~listing ~~combination~~requirements ~~transaction~~at ~~with~~that ustime.

7On August 15, 2019, we received the Notice from the staff of NYSE Regulation of the NYSE indicating that we were not then in compliance with Section 802.01B of the Manual, which requires us to maintain a minimum of 300 public shareholders on a continuous basis. Pursuant to the Notice, we were subject to the procedures set forth in Sections 801 and 802 of the Manual. We submitted a business plan that demonstrated how we expected to return to compliance with the minimum public shareholders requirement within 18 months of receipt of the Notice. On October 24, 2019, we were notified by the staff of NYSE Regulation that the NYSE’s Listings Operations Committee agreed to accept our business plan, and we were subject to quarterly monitoring for compliance with such plan. On November 5, 2020, we were notified by the staff of NYSE Regulation that we are a “company back in compliance” with Section 802.01B of the Manual. Our ordinary shares, warrants and units, which trade under the symbols “RPLA,” “RPLA WS” and “RPLA.U,” respectively, continue to be listed and traded on the NYSE and no longer bear the indicator “.BC” on the consolidated tape to indicate noncompliance with the NYSE’s continued listing standards.

~~The~~If the ~~ability~~NYSE delists any of our ~~public~~securities ~~shareholders to~~from ~~exercise~~trading ~~redemption~~on ~~rights~~its ~~with~~exchange ~~respect~~and towe aare ~~large~~not ~~number~~able ofto list our ~~shares~~securities ~~may~~on ~~not~~another ~~allow~~national securities usexchange, towe ~~complete~~expect such securities could be quoted on an over-the-counter ~~most~~market. ~~desirable~~If ~~business~~this were to occur, we could ~~combination~~face orsignificant ~~optimize~~material ~~our~~adverse ~~capital~~consequences, ~~structure.~~including:

At• ~~the~~a ~~time~~limited weavailability ~~enter into~~of anmarket ~~agreement~~quotations for our ~~initial~~securities; ~~business~~• ~~combination,~~reduced weliquidity ~~will~~for ~~not~~our ~~know~~securities; ~~how~~• ~~many~~a ~~shareholders~~determination ~~may~~that ~~exercise their redemption rights and, therefore, we will need to structure the transaction based on~~ our ~~expectations~~ordinary asshares toare ~~the~~a ~~number~~“penny ofstock” ~~shares~~which ~~that~~ will berequire ~~submitted for~~brokers ~~redemption.~~trading Ifin our ~~initial~~ordinary ~~business~~shares ~~combination~~to ~~agreement~~adhere ~~requires us~~ to ~~use~~more astringent ~~portion~~rules ofand ~~the~~possibly ~~cash~~result in ~~the trust account to pay the purchase price, or requires us to have~~ a ~~minimum~~reduced ~~amount~~level of ~~cash~~trading atactivity ~~closing, we will need to reserve a portion of the cash~~ in the ~~trust~~secondary ~~account~~trading tomarket ~~meet such requirements, or arrange~~ for ~~third-party~~our ~~financing.~~securities; In• ~~addition, if~~ a ~~larger~~limited ~~number~~amount of ~~shares is~~news ~~submitted~~and ~~for~~analyst ~~redemption~~coverage; ~~than~~and we• ~~initially~~a ~~expected,~~decreased weability ~~may need~~ to ~~restructure~~issue ~~the~~additional ~~transaction~~securities toor ~~reserve~~obtain aadditional ~~greater~~financing ~~portion of the cash~~ in the ~~trust account or arrange for third-party financing~~future.

~~Raising additional~~The ~~third-party~~National ~~financing~~Securities ~~may~~Markets ~~involve~~Improvement ~~dilutive~~Act ~~equity~~of ~~issuances~~1996, which is a federal statute, prevents or preempts the ~~incurrence~~states from regulating the sale of ~~indebtedness~~certain atsecurities, ~~higher~~which ~~than~~are ~~desirable~~referred ~~levels~~to as “covered securities.” Because our units, ordinary shares ~~The~~and ~~above~~warrants ~~considerations~~are ~~may~~listed ~~limit~~on the NYSE, our ~~ability~~units, ordinary shares and warrants are covered securities under such statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to ~~complete~~investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the ~~most~~states ~~desirable~~can ~~business~~regulate ~~combination~~or bar ~~available~~the sale of covered securities in a particular case. While we are not aware of a state having used these powers to usprohibit or restrict the sale of securities issued by blank check companies, other than the state of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or ~~optimize~~threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our ~~capital~~securities ~~structure~~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.

~~The~~Our security ~~ability~~holders ofare ~~our~~not ~~public~~entitled ~~shareholders~~ to ~~exercise~~protections ~~redemption~~normally ~~rights~~afforded ~~with respect~~ to ainvestors ~~large number~~ of ~~our~~many ~~shares~~other ~~could~~blank ~~increase~~check ~~the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares~~companies.

IfSince the ~~our~~net ~~initial~~proceeds ~~business combination~~of ~~agreement~~our ~~requires~~initial uspublic tooffering ~~use~~and athe ~~portion~~sale of the ~~cash~~private inplacement ~~the~~warrants ~~trust~~are ~~account~~intended to ~~pay~~be ~~the~~used ~~purchase~~to ~~price~~complete an initial business combination with a target business that has not been identified, orwe ~~requires~~may usbe deemed to ~~have~~ be a ~~minimum~~“blank ~~amount~~check” company ofunder ~~cash~~the atU.S. ~~closing~~securities laws. However, ~~the~~because ~~probability~~we ~~that~~had ~~our~~net ~~initial~~tangible ~~business~~assets ~~combination~~in ~~would~~excess beof ~~unsuccessful~~$5,000,000 ~~increases.~~upon the completion Ifof our initial ~~business~~public ~~combination~~offering isand ~~unsuccessful,~~the ~~you~~private ~~would~~placement ~~not~~and ~~receive~~filed a ~~your~~Current ~~pro~~Report ~~rata~~on ~~portion~~Form 8-K, ofincluding ~~the~~an ~~trust~~audited balance ~~account~~sheet ~~until~~demonstrating this fact, we ~~liquidate~~ ~~the~~are ~~trust~~exempt ~~account.~~from Ifrules promulgated ~~you~~by ~~are~~the inSEC ~~need~~to ofprotect ~~immediate~~investors ~~liquidity~~in blank check companies, ~~you~~such ~~could~~as ~~attempt~~Rule 419. toAccordingly, ~~sell~~our ~~your~~security ~~shares~~holders inare not afforded the ~~open~~benefits ~~market;~~or protections of those rules. ~~however,~~Among atother ~~such~~things, ~~time~~this means our ~~shares~~units ~~may~~were ~~trade~~immediately attradable aupon ~~discount~~consummation toof ~~the~~our ~~pro~~initial ~~rata~~public ~~amount~~offering ~~per~~and ~~share~~we inhave a ~~the~~longer ~~trust~~period ~~account.~~of Intime ~~either~~to ~~situation, you~~complete ~~may~~our ~~suffer~~initial abusiness ~~material~~combination ~~loss~~than ondo ~~your~~companies ~~investment~~subject orto ~~lose~~Rule 419. Moreover, offerings subject to Rule 419 would prohibit the ~~benefit~~release of any interest earned on funds ~~expected~~held in ~~connection~~the ~~with~~trust ~~our~~account ~~redemption~~to ~~until~~us unless and weuntil ~~liquidate~~the orfunds ~~you~~in ~~are~~the ~~able~~trust toaccount ~~sell~~were ~~your~~released ~~shares~~to us in ~~the~~connection ~~open~~with ~~market~~our completion of an initial business combination.

The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. 9

~~Any potential target~~If ~~business with which~~ we ~~enter~~seek ~~into~~shareholder ~~negotiations~~approval ~~concerning~~of ~~a business combination will be aware that we must complete~~ our initial ~~business~~ ~~combination by April 8, 2021. Consequently, such target~~ business ~~may obtain leverage over us in negotiating a business~~ combination, ~~knowing~~and ~~that if~~ we do not ~~complete~~conduct ~~our~~redemptions ~~initial~~pursuant ~~business~~to ~~combination~~the ~~with~~tender ~~that particular target business~~offer rules, weand ~~may~~if ~~be unable~~you toor ~~complete~~a ~~our~~“group” ~~initial~~of ~~business~~shareholders ~~combination~~are ~~with~~deemed ~~any~~to ~~target~~hold ~~business.~~in ~~This~~excess ~~risk~~of ~~will~~15% ~~increase~~of asour weordinary ~~get~~shares, ~~closer~~you ~~to the end~~will oflose the ~~prescribed~~ability ~~time~~to ~~frame.~~redeem Inall ~~addition,~~such weshares ~~may~~in ~~have~~excess ~~limited~~of ~~time~~15% toof ~~conduct due diligence and may enter into~~ our ~~initial~~ordinary ~~business combination on terms that we would have rejected upon a more comprehensive investigation~~shares.

WeIf we ~~may~~seek shareholder approval of our initial business combination and we do not beconduct ~~able~~redemptions toin ~~complete~~connection with our ~~initial~~ initial business combination ~~within~~pursuant to the ~~prescribed~~tender ~~time~~offer ~~frame~~rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which ~~case~~we refer to as the “Excess Shares.” However, we would ~~cease~~not be restricting our shareholders’ ability to vote all ~~operations~~of ~~except~~their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the ~~purpose~~Excess Shares will ofreduce ~~winding~~your upinfluence ~~and~~over weour ~~would~~ability ~~redeem~~to complete our ~~public~~initial ~~shares~~business combination and ~~liquidate,~~you could suffer a material loss on your investment in ~~which~~us ~~case~~if ~~our~~you ~~public~~sell ~~shareholders~~Excess ~~may~~Shares ~~receive~~in ~~only~~open ~~$10~~market transactions.00 Additionally, you will not receive redemption distributions ~~per~~with ~~share~~respect to the Excess Shares if we complete our initial business combination. And as a result, oryou ~~less~~will ~~than~~continue ~~such~~to ~~amount~~hold that number of shares exceeding 15% and, in ~~certain~~order ~~circumstances~~to dispose of such shares, ~~and~~would ~~our~~be ~~warrants~~required ~~will~~to ~~expire~~sell ~~worthless~~your shares in open market transactions, potentially at a loss.

~~Our sponsor, officers~~Because ~~and~~of ~~directors~~our ~~have~~limited ~~agreed~~resources ~~that~~and wethe ~~must~~significant ~~complete~~competition ~~our~~for ~~initial~~ business combination ~~by April 8~~opportunities, ~~2021.~~it We may ~~not~~ be ~~able~~more todifficult ~~find~~for aus ~~suitable~~to ~~target business and~~ complete our initial business combination. ~~within~~If ~~such~~we ~~time~~are ~~period.~~unable ~~Our ability~~ to complete our initial business combination, ~~may~~our bepublic ~~negatively~~shareholders may ~~impacted~~receive byonly ~~general~~approximately ~~market~~$10.00 ~~conditions~~per share, ~~volatility~~or less in ~~the~~certain ~~capital~~circumstances, ~~and~~on ~~debt~~our ~~markets~~redemption of their shares, and ~~the~~our ~~other~~warrants ~~risks~~will ~~described~~expire ~~herein~~worthless.

8We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial business combination and we are obligated to pay cash for our ordinary shares, it will potentially reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors herein.

If ~~we have not completed~~ ~~our initial business combination within such time period, we will: (1) cease all operations except for~~ the ~~purpose~~funds ~~of winding up; (2) as promptly as reasonably possible but~~ not ~~more~~being ~~than~~held ~~10 business days thereafter, redeem the public shares, at a per-share price, payable~~ in ~~cash, equal to~~ the ~~aggregate amount then on deposit in the~~ trust account, ~~including~~are ~~interest~~insufficient ~~(less up~~ to ~~$100,000 of~~allow ~~interest~~us to ~~pay~~operate ~~dissolution~~until expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3)April ~~as promptly as reasonably possible following such redemption~~8, ~~subject to the approval of our remaining shareholders and our board of directors~~2021, ~~dissolve and~~we ~~liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders~~ may ~~receive~~be ~~only $10.00 per share, or less than $10.00 per share,~~unable onto ~~the~~complete ~~redemption of their shares, and~~ our ~~warrants~~initial ~~will~~business ~~expire worthless~~combination. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors herein.

IfThe funds weavailable ~~seek~~to ~~shareholder~~us ~~approval~~outside of the trust account may not be sufficient to allow us to operate until April 8, 2021, assuming that our initial business combination, is not completed during that time. We expect to incur significant costs in pursuit of our acquisition ~~sponsor,~~plans. ~~directors,~~Management’s ~~officers,~~plans ~~advisors~~to oraddress ~~any~~this need for capital and potential loans from certain of ~~their~~our affiliates are ~~may~~discussed ~~elect~~in tothe ~~purchase~~section ~~shares~~of this report titled “Management’s Discussion and Analysis of Financial Condition and ~~from~~Results ~~public~~of ~~shareholders~~Operations.” However, ~~which~~our ~~may~~affiliates ~~influence~~are anot ~~vote~~obligated onto amake ~~proposed~~loans ~~business~~to ~~combination~~us in the future, and ~~reduce~~we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the ~~public~~future ~~“float”~~may negatively ofimpact the analysis regarding our ~~ordinary~~ability ~~shares~~to continue as a going concern at such time.

~~If we seek shareholder~~We ~~approval~~believe ofthat ~~our~~the ~~initial~~funds ~~business~~available ~~combination~~to ~~and~~us weoutside doof ~~not~~the ~~conduct~~trust ~~redemptions~~account, inwill ~~connection~~be ~~with~~sufficient ~~our~~to ~~initial~~allow ~~business~~us ~~combination pursuant~~ to ~~the~~operate ~~tender~~until ~~offer~~April 8, 2021; ~~rules~~however, ~~our~~we ~~sponsor,~~cannot ~~directors,~~assure ~~officers,~~you ~~advisors~~that orour ~~any~~estimate ofis ~~their~~accurate. ~~affiliates~~Of ~~may~~the ~~purchase~~funds ~~shares~~available ~~in privately~~to ~~negotiated~~us, ~~transactions~~we orcould inuse ~~the~~a ~~open~~portion ~~market~~of ~~either~~the funds ~~prior~~available to orus ~~following~~to ~~the~~pay ~~completion~~fees ofto ~~our~~consultants ~~initial~~to ~~business~~assist ~~combination, although~~us ~~they~~with ~~are~~our ~~under~~search nofor ~~obligation~~a totarget ~~do so~~business. ~~Such~~We acould ~~purchase~~also ~~may~~use ~~include~~ a ~~contractual~~portion of ~~acknowledgement~~the ~~that~~funds ~~such~~as ~~shareholder, although~~a ~~still~~down ~~the~~payment ~~record~~or ~~holder~~to offund ~~our~~a ~~shares, is~~ “no-shop” ~~longer~~provision ~~the~~(a ~~beneficial~~provision ~~owner~~in ~~thereof~~letters ~~and~~of ~~therefore~~intent ~~agrees~~designed ~~not~~ to ~~exercise~~keep ~~its~~target ~~redemption~~businesses ~~rights.~~from In“shopping” ~~the~~around ~~event~~for ~~that~~transactions ~~our~~with ~~sponsor,~~other ~~directors,~~companies ~~officers, advisors~~ or ~~any~~investors ofon ~~their~~terms ~~affiliates~~more ~~purchase shares~~favorable into ~~privately~~such ~~negotiated~~target ~~transactions~~businesses) ~~from~~with ~~public~~respect ~~shareholders who have already elected~~ to ~~exercise~~a ~~their~~particular ~~redemption~~proposed ~~rights~~business combination, ~~such selling~~although ~~shareholders~~we ~~would~~do benot ~~required~~have toany ~~revoke~~current ~~their prior elections~~ intention to ~~redeem~~do ~~their shares~~so. ~~The~~If ~~price~~we ~~per~~entered ~~share~~into ~~paid~~a inletter ~~any such~~of ~~transaction~~intent ~~may~~where bewe ~~different~~paid ~~than~~for the ~~amount~~right ~~per~~to ~~share~~receive aexclusivity ~~public~~from ~~shareholder~~a ~~would~~target ~~receive~~business ifand were itsubsequently ~~elected~~required to ~~redeem~~forfeit ~~its~~such ~~shares in~~funds ~~connection~~(whether ~~with~~as ~~our~~a ~~initial~~result ~~business~~of ~~combination.~~our ~~The~~breach ~~purpose~~or ofotherwise), ~~such~~we ~~purchases~~might ~~could~~not behave sufficient funds to ~~vote~~continue ~~such~~searching ~~shares~~for, inor ~~favor~~conduct ofdue ~~our initial~~diligence ~~business~~with ~~combination~~respect ~~and~~to, ~~thereby~~a ~~increase~~target ~~the~~business. ~~likelihood~~If ofwe ~~obtaining~~are ~~shareholder~~unable ~~approval~~to ofcomplete our initial business combination or, toour ~~satisfy~~public ashareholders ~~closing~~may ~~condition~~receive inonly anapproximately ~~agreement~~$10.00 ~~with~~per ashare, ~~target~~or ~~that~~less ~~requires~~in uscertain tocircumstances, on ~~have~~the aliquidation ~~minimum~~of ~~net~~our ~~worth~~trust oraccount aand ~~certain~~our ~~amount of~~warrants ~~cash~~will atexpire ~~the~~worthless. ~~closing~~See of“—If ~~our~~third ~~initial~~parties ~~business~~bring ~~combination~~claims against us, ~~where~~the itproceeds ~~appears~~held ~~that~~in ~~such~~the ~~requirement~~trust ~~would~~account ~~otherwise~~could ~~not~~ be ~~met. This~~reduced ~~may~~and ~~result~~the inper-share ~~the~~redemption ~~completion~~amount ofreceived ~~our~~by ~~initial~~shareholders may ~~business~~be ~~combination~~less ~~that~~than ~~may~~$10.00 ~~not~~per ~~otherwise~~share” ~~have~~and ~~been~~other ~~possible~~risk factors herein.

In addition, if such purchases are made, the public “float” of our ordinary shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. 10

If the anet ~~shareholder~~proceeds ~~fails~~of toour ~~receive notice~~initial public offering and the sale of ~~our~~the ~~offer~~private toplacement ~~redeem~~warrants ~~our~~not ~~public~~being ~~shares~~held in ~~connection~~the ~~with~~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, and we will depend on loans from our sponsor or ~~fails~~management team to ~~comply~~fund ~~with~~our ~~the~~search, to pay our taxes ~~procedures~~and ~~for~~to ~~tendering~~complete ~~its~~our ~~shares,~~initial ~~such~~business ~~shares~~combination. ~~may~~Our sponsor is not beobligated ~~redeemed~~to fund such loans.

WeAs of ~~will~~December ~~comply~~31, ~~with the~~2020, ~~tender~~we ~~offer~~had ~~rules or~~approximately ~~proxy rules~~$850,000 asoutside ~~applicable,~~of ~~when~~the ~~conducting~~trust ~~redemptions~~account inand ~~connection~~a ~~with~~working ~~our~~capital ~~initial~~deficit ~~business~~of approximately ~~combination~~$836,000. ~~Despite~~If ~~our~~we ~~compliance~~are ~~with~~required ~~these~~to ~~rules,~~seek ifadditional acapital, ~~shareholder~~we ~~fails~~would need to ~~receive~~borrow funds from our ~~tender~~sponsor, ~~offer~~management team or ~~proxy~~other third ~~materials,~~parties ~~as applicable,~~to ~~such~~operate ~~shareholder~~or may ~~not~~be ~~become~~forced ~~aware~~to liquidate. Neither our sponsor, members of ~~the~~our ~~opportunity~~management team nor any of their affiliates is under any obligation to ~~redeem~~loan ~~its~~funds ~~shares~~to us in such circumstances. InAny ~~addition,~~such ~~the~~loans ~~tender~~would ~~offer~~be ~~documents or~~repaid ~~proxy~~only ~~materials,~~from asfunds ~~applicable,~~held ~~that~~outside the wetrust ~~will~~account ~~furnish~~or from funds released to ~~holders~~us upon completion of our ~~public~~initial ~~shares~~business incombination. ~~connection~~If ~~with~~we are unable to complete our initial business combination ~~will~~because ~~describe~~we ~~the~~do ~~various~~not ~~procedures~~have ~~that~~sufficient ~~must~~funds beavailable ~~complied~~to ~~with~~us, inwe ~~order~~will be forced to ~~validly~~cease ~~tender~~operations and orliquidate ~~redeem~~the trust account. In such case, our public ~~shares~~shareholders may receive only $10.00 per share, or less in certain circumstances, Inand ~~the~~our ~~event~~warrants ~~that~~will aexpire ~~shareholder~~worthless. ~~fails~~See to“—If ~~comply~~third ~~with~~parties ~~these~~bring ~~procedures~~claims against us, ~~its~~the ~~shares~~proceeds ~~may~~held ~~not~~in the trust account could be ~~redeemed~~reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors herein.

~~You~~Subsequent to ~~will~~our ~~not~~completion ~~have~~of ~~any~~our ~~rights~~initial business combination, we may be required to take write-downs or ~~interests~~write-offs, restructuring and inimpairment ~~funds~~or ~~from~~other ~~the~~charges ~~trust~~that ~~account,~~could ~~except~~have ~~under~~a ~~certain~~significant ~~limited~~negative ~~circumstances.~~effect Toon ~~liquidate~~our ~~your~~financial ~~investment~~condition, ~~therefore,~~results ~~you~~of ~~may~~operations beand ~~forced~~the toprice ~~sell~~of ~~your~~our ~~public~~securities, ~~shares~~which orcould ~~warrants,~~cause ~~potentially~~you atto alose ~~loss~~some or all of your investment.

~~Our public shareholders~~Even ~~will~~if bewe ~~entitled~~conduct toextensive ~~receive~~due ~~funds~~diligence ~~from~~on ~~the~~a ~~trust~~target ~~account~~business ~~only~~with ~~upon~~which ~~the~~we ~~earliest~~combine, towe ~~occur~~cannot ~~of:~~assure ~~(1) the~~you ~~completion~~that ofthis ~~our~~diligence ~~initial~~will ~~business~~identify ~~combination,~~all ~~and~~material ~~then~~issues ~~only~~that inmay ~~connection~~be present with ~~those~~a ~~ordinary~~particular ~~shares~~target business that ~~such~~it ~~shareholder~~would ~~properly~~be ~~elected~~possible to ~~redeem, subject~~uncover toall ~~the~~material issues ~~limitations~~through ~~described~~a ~~elsewhere~~customary inamount ~~this~~of ~~report~~due diligence, ~~(2) the~~or ~~redemption~~that factors outside of ~~any~~the ~~public~~target ~~shares~~business ~~properly~~and ~~submitted in~~outside ~~connection~~of ~~with~~our acontrol will ~~shareholder~~not ~~vote~~later toarise. ~~amend~~As ~~our~~a ~~amended~~result ~~and~~of ~~restated~~these ~~memorandum~~factors, ~~and~~we ~~articles~~may ofbe ~~association~~forced ~~(A)~~ to ~~modify the~~later ~~substance~~write down or ~~timing~~write ofoff assets, restructure our operations, ~~obligation~~or toincur ~~redeem~~impairment ~~100%~~or ofother ~~our~~charges ~~public~~that ~~shares~~could ifresult wein doour ~~not~~reporting ~~complete~~losses. Even if our ~~initial~~due ~~business~~diligence ~~combination~~successfully byidentifies ~~April 8~~certain risks, ~~2021~~unexpected orrisks ~~(B) with~~may ~~respect~~arise toand ~~any~~previously ~~other~~known ~~provision~~risks ~~relating~~may tomaterialize ~~shareholders’~~in ~~rights~~a ormanner ~~pre-initial~~not ~~business~~consistent with ~~combination~~our ~~activity~~preliminary ~~and~~risk ~~(3) the~~analysis. ~~redemption~~Even ofthough ~~our~~these ~~public~~charges ~~shares~~may ifbe wenon-cash ~~are~~items ~~unable~~and tonot ~~complete~~have ~~our~~an ~~initial~~immediate ~~business~~impact ~~combination by~~on ~~April 8,~~our ~~2021~~liquidity, the ~~subject~~fact tothat ~~applicable~~we ~~law~~report ~~and~~charges asof ~~further~~this ~~described~~nature ~~elsewhere~~could incontribute ~~this~~to ~~report.~~negative Inmarket noperceptions ~~other~~about ~~circumstances~~us ~~will~~or our securities. In aaddition, ~~public~~charges ~~shareholder~~of ~~have~~this ~~any~~nature ~~right~~may orcause ~~interest~~us ofto ~~any~~violate ~~kind~~net inworth ~~the~~or ~~trust~~other ~~account.~~covenants ~~Holders~~to ofwhich ~~warrants~~we ~~will~~may ~~not~~be ~~have~~subject ~~any~~as ~~right~~a toresult of ~~the~~assuming ~~proceeds~~pre-existing debt held inby ~~the~~a ~~trust~~target ~~account~~business ~~with~~or ~~respect~~by tovirtue ~~the~~of ~~warrants~~our obtaining post-combination debt financing. Accordingly, any shareholder or warrant holder who chooses to ~~liquidate~~remain ~~your~~a ~~investment,~~shareholder ~~you~~or ~~may~~warrant beholder ~~forced~~following our initial business combination tocould ~~sell~~suffer ~~your~~a ~~public~~reduction ~~shares~~in orthe ~~warrants,~~value ~~potentially~~of attheir securities. Such shareholders and warrant holders are unlikely to have a ~~loss~~remedy for such reduction in value.

9If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.

~~The~~Our placing ~~NYSE~~of funds in the trust account may ~~delist~~not protect those funds from third-party claims against us. Although we have sought and will continue to seek to have all vendors, service providers (other than our ~~securities~~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 held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from ~~trading~~bringing onclaims ~~its~~against ~~exchange~~the trust account, ~~which~~including, ~~could~~but not ~~limit~~limited ~~investors’~~to, ~~ability~~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 ~~make~~gain ~~transactions~~advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our ~~securities~~management will perform an analysis of the alternatives available to it and ~~subject~~will usenter 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 ~~additional~~us ~~trading~~than ~~restrictions~~any alternative.

~~Our~~Examples of ~~units,~~possible ~~ordinary shares~~instances ~~and~~where ~~warrants~~we ~~are~~may ~~currently~~engage ~~listed~~a onthird party that refuses to execute a waiver include the ~~NYSE.~~engagement Weof ~~cannot~~a ~~assure~~third-party consultant ~~you~~whose ~~that~~particular ~~our~~expertise ~~securities~~or ~~will~~skills ~~continue~~are believed by management to be ~~listed~~significantly onsuperior ~~the~~to those of other consultants ~~NYSE~~that inwould ~~the~~agree ~~future~~to execute a waiver or ~~prior~~in cases where we are unable to ~~our~~find ~~initial~~a ~~business~~service ~~combination~~provider willing to execute a waiver. In addition, ~~order~~there tois ~~continue~~no ~~listing~~guarantee ~~our~~that ~~securities~~such onentities ~~the~~will ~~NYSE~~agree ~~prior~~ to ~~our~~waive ~~initial~~any ~~business~~claims ~~combination~~they may have in the future as a result of, or wearising ~~must~~out ~~maintain~~of, ~~certain~~any ~~financial~~negotiations, ~~distribution~~contracts or agreements with us and ~~share~~will ~~price~~not ~~levels.~~seek ~~Generally,~~recourse weagainst ~~must maintain~~the atrust ~~minimum~~account ~~number~~for any ofreason. ~~holders~~Upon redemption of our ~~securities.~~public ~~Additionally~~shares, inif ~~connection~~we ~~with~~are unable to complete our initial business combination, wewithin ~~will~~the prescribed betimeframe, ~~required~~or toupon ~~demonstrate~~the ~~compliance~~exercise ~~with~~of ~~the~~a ~~NYSE’s~~redemption right in connection with our initial ~~listing~~business ~~requirements~~combination, ~~which~~we ~~are~~will ~~more~~be ~~rigorous~~required to ~~than~~provide ~~the~~for ~~NYSE’s continued~~payment ~~listing~~of ~~requirements,~~claims inof ~~order~~creditors tothat ~~continue~~were tonot ~~maintain~~waived ~~the~~that ~~listing~~may ofbe ~~our~~brought ~~securities~~against onus within the ~~NYSE~~10 years following redemption. ~~For instance~~Accordingly, ~~our~~the per-share ~~price~~ ~~would~~redemption ~~generally~~amount bereceived ~~required~~by topublic shareholders could be atless ~~least~~than the $410.00 per share. initially Weheld ~~cannot~~in ~~assure~~the ~~you~~trust ~~that~~account, wedue ~~will be able~~ to ~~meet~~claims ~~those~~of ~~initial listing~~such ~~requirements at that time~~creditors.

~~On August~~ 15, 2019, we received the Notice from the staff of NYSE Regulation indicating that we are not currently in compliance with Section 802.01B of the Manual, which requires us to maintain a minimum of 300 public shareholders on a continuous basis. Pursuant to the Notice, we are subject to the procedures set forth in Sections 801 and 802 of the Manual. We submitted a business plan that demonstrates how we expect to return to compliance with the minimum public shareholders requirement within 18 months of receipt of the Notice. We anticipate that we will satisfy this listing requirement within such time period once we consummate our initial business combination. On October 24, 2019, we were notified by the staff of NYSE Regulation that the NYSE’s Listings Operations Committee agreed to accept our business plan, and we are currently subject to quarterly monitoring for compliance with such plan. Our ordinary shares, warrants and units will continue to be listed and traded on the NYSE during the cure period, subject to our compliance with the NYSE’s other applicable continued listing standards, and will bear the indicator “.BC” on the consolidated tape to indicate noncompliance with the NYSE’s continued listing standards.11

IfOur sponsor has agreed that it will be liable to us if and to the ~~NYSE~~extent ~~delists~~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 the trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of 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 ~~securities~~indemnity of ~~from~~the ~~trading~~underwriters onof our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its ~~exchange~~indemnity obligations and webelieve that our sponsor’s only assets are securities of our company. Our sponsor may not ~~able~~have sufficient funds available to ~~list~~satisfy those obligations. We have not asked our ~~securities~~sponsor onto ~~another~~reserve ~~national~~for ~~securities~~such obligations, ~~exchange~~and therefore, we ~~expect~~no funds are currently set aside to cover any such ~~securities~~obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced ~~quoted~~to onless anthan ~~over-the-counter~~$10.00 ~~market~~per public share. IfIn ~~this~~such ~~were~~event, we may not be able to ~~occur~~complete our initial business combination, and weyou ~~could~~would ~~face~~receive ~~significant~~such ~~material~~lesser amount per share in connection with any redemption of your public shares. None of our officers ~~adverse~~or ~~consequences,~~directors will indemnify us for claims by third parties including:, without limitation, claims by vendors and prospective target businesses.

•Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a ~~limited~~reduction ~~availability~~in the amount of funds ~~market~~in ~~quotations~~the trust account available for distribution to our ~~securities;~~public shareholders.

•In the event that the proceeds in the trust account are reduced ~~liquidity~~below the lesser of (1) $10.00 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 interest 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 obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our ~~securities;~~public shareholders may be reduced below $10.00 per share.

•If, after awe ~~determination~~distribute ~~that~~the proceeds in the trust account to our ~~ordinary~~public ~~shares~~shareholders, ~~are~~we file a ~~“penny~~bankruptcy ~~stock”~~petition ~~which~~or ~~will~~an ~~require~~involuntary bankruptcy ~~brokers~~petition ~~trading~~is infiled ~~our~~against ~~ordinary~~us ~~shares~~that tois ~~adhere~~not dismissed, a bankruptcy court may seek to ~~more~~recover ~~stringent~~such ~~rules~~proceeds, and ~~possibly~~the ~~result~~members of inour aboard ~~reduced~~of ~~level~~directors ofmay ~~trading~~be ~~activity~~viewed inas ~~the~~having ~~secondary~~breached ~~trading~~their ~~market~~fiduciary ~~for~~duties to our ~~securities;~~creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

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

•If, before adistributing ~~decreased~~the ~~ability~~proceeds in the trust account to ~~issue~~our ~~additional~~public ~~securities~~shareholders, we file a bankruptcy petition or ~~obtain~~an ~~additional~~involuntary bankruptcy ~~financing~~petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the ~~future~~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.

~~The National Securities~~If, ~~Markets~~before ~~Improvement~~distributing ~~Act of 1996, which is a federal statute, prevents or preempts~~ the ~~states~~proceeds ~~from~~in ~~regulating~~ the ~~sale~~trust ofaccount ~~certain securities, which are referred~~ to ~~as “covered securities.” Because~~ our ~~units,~~public ~~ordinary shares and warrants are listed on the NYSE~~shareholders, ~~our~~we ~~units,~~file a ~~ordinary~~winding ~~shares~~up ~~and~~petition ~~warrants~~or ~~are~~winding up ~~covered~~petition ~~securities~~is ~~under~~filed ~~such~~against ~~statute.~~us ~~Although~~that ~~the~~is ~~states~~not ~~are~~dismissed, ~~preempted from regulating~~ the ~~sale~~proceeds ofheld ~~our~~in ~~securities,~~ the ~~federal~~trust ~~statute~~account ~~does~~could ~~allow~~be ~~the~~subject ~~states~~ to ~~investigate~~applicable ~~companies if there is a suspicion~~insolvency ~~of fraud~~law, and, ifmay ~~there~~be isincluded ~~a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities~~ in aour ~~particular~~liquidation ~~case.~~estate ~~While~~and wesubject ~~are not aware of a state having used these powers~~ to ~~prohibit or restrict~~ the ~~sale~~claims of ~~securities issued~~third byparties ~~blank~~with ~~check~~priority ~~companies,~~over ~~other than~~ the ~~state~~claims of ~~Idaho, certain state securities regulators view blank check companies~~ ~~unfavorably~~our ~~and~~shareholders. ~~might~~To ~~use~~the ~~these~~extent ~~powers,~~any orliquidation ~~threaten~~claims todeplete ~~use~~the ~~these~~trust ~~powers~~account, ~~to hinder~~ the ~~sale~~per-share ofamount ~~securities~~that ofwould ~~blank~~otherwise ~~check companies~~be inreceived ~~their~~by ~~states.~~our ~~Further,~~shareholders ifin weconnection ~~were~~with ~~no longer listed on the NYSE,~~ our ~~securities~~liquidation 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~~reduced.

~~Our~~If we ~~security holders~~ are ~~not~~deemed ~~entitled~~ to ~~protections~~be ~~normally~~an ~~afforded~~investment company under the Investment Company Act, we may be required to ~~investors~~institute ofburdensome ~~many~~compliance requirements ~~other~~and ~~blank~~our ~~check~~activities ~~companies~~may be restricted, which may make it difficult for us to complete our initial business combination.

~~Since the net proceeds~~If ofwe ~~our initial public offering and the sale of the private placement warrants~~ are ~~intended~~deemed to be ~~used to complete~~ an ~~initial~~investment ~~business combination with a target business that has not been identified, we may be deemed to be a “blank check”~~ company under ~~the~~ ~~U.S. securities laws. However, because we had net tangible assets in excess of $5,000,000 upon~~ the ~~completion~~Investment ofCompany ~~our initial public offering and the private placement and filed a Current Report on Form 8-K~~Act, ~~including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly,~~ our ~~security~~activities ~~holders~~may ~~are~~be ~~not afforded the benefits or protections of those rules. Among other things~~restricted, ~~this~~ means our units were immediately tradable upon consummation of our initial public offering and we have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, offerings subject to Rule 419 would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.including:

10• restrictions on the nature of our investments; and

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

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as the “Excess Shares.” However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.12

~~Because~~ each of ~~our~~which ~~limited~~may ~~resources and~~make ~~the significant competition for business combination opportunities,~~ it ~~may be more~~ difficult for us to complete our initial ~~business~~ ~~combination. If we are unable to complete our initial~~ business combination~~, our public shareholders may receive only approximately $10~~.~~00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.~~

~~We expect to encounter~~In ~~intense competition from other entities having a business objective similar to ours~~addition, ~~including~~we ~~private investors (which~~ may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have ~~extensive experience~~imposed inupon identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial business combination and we are obligated to pay cash for our ordinary shares, it will potentially reduce the resources available to us ~~for~~burdensome our initial business combination. 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 combinationrequirements, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors herein.including:

If• ~~the~~registration ~~funds~~as ~~not~~an ~~being~~investment ~~held~~company inwith the ~~trust~~ ~~account~~SEC; ~~are~~• ~~insufficient~~adoption toof ~~allow~~a usspecific toform ~~operate~~of ~~until~~corporate ~~April 8~~structure; and • reporting, ~~2021~~record keeping, wevoting, ~~may~~proxy beand ~~unable~~disclosure torequirements ~~complete~~and ~~our~~other ~~initial~~rules ~~business combination~~and regulations.

~~The funds available~~We todo usnot ~~outside~~believe ofthat ~~the~~our ~~trust~~anticipated ~~account~~principal ~~may~~activities ~~not~~will besubject ~~sufficient to allow~~ us to ~~operate~~the ~~until~~Investment ~~April 8,~~Company ~~2021,~~Act. ~~assuming~~The ~~that~~proceeds ~~our~~held ~~initial~~in the ~~business~~trust ~~combination~~account ismay ~~not~~be ~~completed~~invested ~~during~~by ~~that~~the ~~time.~~trustee Weonly ~~expect~~in toU.S. ~~incur~~government ~~significant~~treasury ~~costs~~bills inwith ~~pursuit~~a maturity of ~~our~~180 days ~~acquisition~~or ~~plans.~~less or ~~Management’s~~in ~~plans~~money tomarket ~~address~~funds ~~this~~investing ~~need~~solely ~~for~~in ~~capital~~U.S. Treasuries and ~~potential~~meeting ~~loans~~certain ~~from~~conditions ~~certain~~under ofRule 2a-7 ~~our~~under ~~affiliates~~the ~~are~~Investment Company ~~discussed~~Act. inBecause the ~~section~~ investment of ~~this~~the ~~report~~proceeds ~~titled~~is ~~“Management’s~~restricted ~~Discussion~~to ~~and~~these ~~Analysis~~instruments, ofwe ~~Financial~~believe ~~Condition~~we ~~and~~meet ~~Results~~the ofrequirements ~~Operations.”~~for ~~However,~~the ~~our~~exemption ~~affiliates~~provided ~~are~~in ~~not~~Rule 3a-1 ~~obligated~~promulgated tounder ~~make~~the ~~loans~~Investment Company Act. If we were deemed to usbe insubject to the Investment ~~future~~Company Act, ~~and~~compliance wewith ~~may~~these ~~not~~additional beregulatory ~~able~~burdens towould ~~raise~~require additional ~~financing~~expenses for which we have ~~from~~not ~~unaffiliated~~allotted ~~parties~~funds ~~necessary~~and tomay ~~fund~~hinder our ~~expenses~~ability to complete a business combination. ~~Any~~If ~~such~~we ~~event~~are inunable ~~the~~to ~~future~~complete our initial business combination, our public shareholders may ~~negatively~~receive ~~impact~~only ~~the~~approximately ~~analysis~~$10.00 ~~regarding~~per share, or less in certain circumstances, on the ~~our~~liquidation ~~ability~~of toour ~~continue~~trust asaccount aand ~~going~~our ~~concern~~warrants atwill ~~such~~expire ~~time~~worthless.

11Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

We ~~believe that the~~ ~~funds~~are ~~available~~subject to uslaws ~~outside~~and ofregulations ~~the~~enacted ~~trust~~by ~~account~~national, ~~will~~regional beand ~~sufficient~~local togovernments. ~~allow~~In usparticular, towe ~~operate~~are ~~until~~required ~~April 8,~~to ~~2021; however,~~comply wewith ~~cannot~~certain ~~assure~~SEC ~~you~~and ~~that~~other ~~our~~legal ~~estimate is accurate~~requirements. OfCompliance ~~the~~with, ~~funds~~and ~~available~~monitoring ~~to us~~of, weapplicable ~~could~~laws ~~use~~and aregulations ~~portion~~may ofbe ~~the funds available~~difficult, totime usconsuming toand ~~pay~~costly. ~~fees~~Those tolaws ~~consultants~~and toregulations ~~assist~~and ustheir ~~with~~interpretation ~~our~~and ~~search~~application ~~for~~may ~~a target business. We could~~ also ~~use~~change afrom ~~portion~~time ofto ~~the funds as~~time aand ~~down~~those ~~payment~~changes orcould tohave ~~fund~~ a ~~“no-shop”~~material ~~provision~~adverse (aeffect ~~provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors~~ on ~~terms~~our ~~more favorable to such target businesses) with respect to a particular proposed~~ business ~~combination~~, ~~although~~investments weand doresults ~~not~~of ~~have any current intention to do so~~operations. IfIn weaddition, ~~entered~~a ~~into~~failure ~~a letter of intent where we paid for the right~~ to ~~receive~~comply ~~exclusivity~~with ~~from~~applicable alaws ~~target~~or ~~business~~regulations, ~~and were subsequently required to forfeit such funds (whether~~ as ainterpreted ~~result~~and ~~of our breach or otherwise)~~applied, wecould ~~might not~~ have ~~sufficient~~a ~~funds~~material toadverse ~~continue~~effect ~~searching~~on our ~~for~~business, orincluding ~~conduct~~our ~~due~~ability ~~diligence with respect~~ to, anegotiate ~~target~~and ~~business. If we are unable to~~ complete our initial business combination, ~~our~~ ~~public~~and ~~shareholders~~results ~~may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation~~ of ~~our~~ ~~trust account and our warrants will expire worthless~~operations. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors herein.

If ~~the net proceeds of our initial~~ ~~public~~we ~~offering and the sale of the private placement warrants not being held in the trust account~~ are ~~insufficient,~~unable ~~it could limit the amount available~~ to ~~fund~~consummate our ~~search for a target business or businesses and complete our~~ initial business combination ~~and~~by ~~we will~~April 8, ~~depend~~2021, ~~on loans from~~ our ~~sponsor~~public orshareholders ~~management~~may ~~team~~be forced to ~~fund~~wait beyond ~~our search~~April 8, to2021 ~~pay~~before ~~our~~redemption ~~taxes~~from ~~and to complete~~ our ~~initial~~trust ~~business combination~~account. ~~Our sponsor is not obligated to fund such loans.~~

AsIf we ofare ~~December~~unable to consummate our initial business combination by April 318, ~~2019~~ 2021, unless we ~~had~~obtain ~~approximately~~the ~~$1.6~~approval ~~million~~of ~~outside~~our shareholders to amend our amended and restated memorandum and articles of association to extend the ~~trust~~date ~~account~~by which we must complete our initial business combination, ~~approximately~~we ~~$4.6~~will ~~million~~distribute ofthe ~~investment~~aggregate ~~income~~amount ~~available~~ then on deposit in the trust account, toincluding ~~pay~~interest ~~for tax obligations~~ (less up to $100,000 of interest to pay dissolution expenses), and awhich ~~working~~interest ~~capital surplus~~shall be net of ~~approximately~~taxes ~~$1.6~~payable), ~~million.~~pro Ifrata weto ~~are~~our ~~required~~public shareholders toby ~~seek~~way ~~additional~~of ~~capital,~~redemption weand ~~would~~cease ~~need~~all tooperations ~~borrow~~except ~~funds~~for ~~from~~the purposes of winding up of our ~~sponsor~~affairs, as further described ~~management~~elsewhere ~~team~~in orthis ~~other~~report. ~~third~~Any ~~parties~~redemption toof ~~operate~~public orshareholders ~~may~~from the trust account shall be ~~forced~~effected toautomatically ~~liquidate.~~by ~~Neither~~function of our ~~sponsor,~~amended ~~members~~and restated memorandum and articles of ~~our~~association ~~management team~~prior ~~nor~~to any ofvoluntary ~~their~~winding ~~affiliates~~up. isIf ~~under~~we ~~any~~are ~~obligation~~required to ~~loan~~windup, liquidate ~~funds~~the totrust usaccount inand distribute such ~~circumstances.~~amount ~~Any~~therein, ~~such~~pro ~~loans~~rata, ~~would~~to beour ~~repaid~~public shareholders, as part of any liquidation ~~only~~process, ~~from~~such ~~funds~~winding ~~held~~up, ~~outside~~liquidation ~~the~~and ~~trust~~distribution ~~account~~must orcomply ~~from~~with ~~funds~~the ~~released~~applicable toprovisions usof ~~upon~~the ~~completion~~Companies Law (2016 Revision) of ~~our~~the ~~initial~~Cayman ~~business~~Islands, ~~combination~~or the Companies Law. If weIn ~~are~~that ~~unable~~case, investors may be forced to ~~complete~~wait ~~our~~beyond ~~initial~~April 8, ~~business~~2021 ~~combination~~before ~~because~~the redemption weproceeds doof ~~not~~our ~~have~~trust ~~sufficient~~account ~~funds~~become available to ~~us,~~them weand ~~will be~~they ~~forced~~receive tothe ~~cease~~return ~~operations~~of ~~and~~their ~~liquidate~~pro rata portion of the proceeds from our trust account. InWe ~~such~~have ~~case,~~no ~~our~~obligation ~~public~~to ~~shareholders~~return ~~may~~funds ~~receive~~to ~~only~~investors ~~$10.00~~prior ~~per share,~~to orthe ~~less~~date inof ~~certain~~our ~~circumstances,~~redemption ~~and~~or ~~our~~liquidation unless ~~warrants~~we ~~will~~consummate ~~expire~~our ~~worthless.~~initial ~~See~~business ~~“—If~~combination ~~third~~prior ~~parties~~thereto ~~bring~~and ~~claims against~~then ~~us,~~only ~~the~~in ~~proceeds~~cases ~~held~~where ininvestors ~~the~~have ~~trust~~sought ~~account~~to ~~could~~redeem their beordinary ~~reduced~~shares. ~~and~~Only ~~the~~upon ~~per-share~~our redemption ~~amount~~or ~~received~~any byliquidation will public shareholders ~~may~~ be ~~less~~entitled ~~than~~to ~~$10.00~~distributions ~~per~~if ~~share”~~we are ~~and~~unable ~~other~~to ~~risk~~complete ~~factors~~our ~~herein~~initial business combination.

~~Subsequent to our completion of our~~Our ~~initial~~shareholders ~~business combination, we~~ may be ~~required~~held toliable ~~take~~for ~~write-downs~~claims orby ~~write-offs,~~third ~~restructuring~~parties ~~and~~against ~~impairment~~us orto ~~other charges that could have a significant negative effect on our financial condition, results of operations and~~ the ~~price~~extent of ~~our~~distributions ~~securities, which~~received ~~could~~by ~~cause~~them ~~you~~upon ~~to lose some or all~~ redemption of ~~your~~their ~~investment~~shares.

~~Even if~~ If we ~~conduct extensive~~are ~~due~~forced ~~diligence~~to onenter ainto ~~target~~an ~~business~~insolvent ~~with~~liquidation, ~~which~~any wedistributions ~~combine,~~received weby ~~cannot~~shareholders ~~assure~~could ~~you~~be ~~that~~viewed ~~this~~as ~~diligence~~an ~~will~~unlawful payment ~~identify~~if ~~all material~~it ~~issues~~was proved that ~~may~~immediately befollowing ~~present~~the ~~with~~date aon ~~particular~~which ~~target~~the ~~business~~distribution ~~that~~was itmade, ~~would~~we bewere ~~possible~~unable to ~~uncover~~pay ~~all~~our ~~material issues~~debts ~~through~~as athey ~~customary~~fall ~~amount of~~ due ~~diligence,~~in ~~or that factors outside of~~ the ~~target~~ordinary ~~business~~course ~~and outside~~ of ~~our control will not later arise~~business. As a result ~~of these factors~~, wea ~~may~~liquidator becould ~~forced~~seek to ~~later~~recover ~~write~~some ~~down~~ or ~~write~~all ~~off~~amounts ~~assets,~~received by ~~restructure~~ our ~~operations~~shareholders. Furthermore, or ~~incur~~our ~~impairment~~directors ormay ~~other~~be ~~charges~~viewed ~~that~~as ~~could~~having ~~result~~breached intheir ~~our~~fiduciary ~~reporting~~duties ~~losses.~~to ~~Even~~us ifor our ~~due diligence successfully identifies~~creditors ~~certain~~and/or ~~risks,~~may ~~unexpected~~have ~~risks~~acted ~~may~~in ~~arise~~bad faith, and ~~previously~~thereby ~~known~~exposing ~~risks~~themselves ~~may~~and ~~materialize~~our incompany ato ~~manner~~claims, ~~not~~by ~~consistent~~paying ~~with~~public ~~our~~shareholders ~~preliminary~~from ~~risk~~the ~~analysis.~~trust ~~Even~~account ~~though~~prior ~~these~~to ~~charges~~addressing ~~may~~the beclaims ~~non-cash~~of ~~items~~creditors. ~~and~~We ~~not~~cannot ~~have~~assure anyou ~~immediate~~that ~~impact~~claims onwill ~~our~~not ~~liquidity,~~be ~~the~~brought ~~fact~~against ~~that~~us wefor ~~report~~these ~~charges~~reasons. ofWe ~~this~~and ~~nature~~our ~~could~~directors ~~contribute~~and toofficers ~~negative~~who ~~market~~knowingly ~~perceptions~~and ~~about~~willfully usauthorized or ~~our~~permitted ~~securities.~~any Indistribution ~~addition,~~to ~~charges~~be ofpaid ~~this~~out ~~nature~~of ~~may~~our ~~cause~~share uspremium toaccount ~~violate~~while ~~net~~we ~~worth~~were orunable ~~other covenants~~ to ~~which~~pay weour ~~may~~debts ~~be subject~~ as athey ~~result~~fall ofdue ~~assuming~~in ~~pre-existing debt~~the ~~held~~ordinary bycourse aof ~~target~~ business would orbe byguilty ~~virtue~~ of ~~our~~an ~~obtaining~~offence ~~post-combination~~and ~~debt~~may ~~financing.~~be ~~Accordingly,~~liable ~~any shareholder or warrant holder who chooses~~ to ~~remain~~ a ~~shareholder~~fine ~~or warrant holder following our initial business combination could suffer a reduction in the value~~ of ~~their~~up ~~securities.~~to ~~Such~~approximately ~~shareholders~~$15,000 and ~~warrant holders are unlikely~~ to ~~have~~imprisonment ~~a remedy~~ for ~~such~~five ~~reduction~~years in the ~~value~~Cayman Islands.

~~If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.~~ 13

~~Our placing of funds~~We ~~in the trust account~~ may not ~~protect~~hold ~~those~~an ~~funds~~annual ~~from~~meeting third-party claims against us. Although we have sought and will continue to seek to have all 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 held in the trust account for the benefit of our public~~ shareholders, ~~such~~until ~~parties~~after ~~may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against~~ the ~~trust~~consummation ~~account, including, but not limited to, fraudulent inducement, breach~~ of ~~fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against~~ our ~~assets,~~initial ~~including~~business ~~the funds held in the trust account~~combination. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

12In accordance with the NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on the NYSE. There is no requirement under the Companies Law for us to hold annual or general meetings to elect directors. Until we hold an annual meeting of shareholders, public shareholders may not be afforded the opportunity to discuss company affairs with management.

~~Examples of possible~~We ~~instances~~have ~~where~~not weregistered ~~may engage a third party that refuses to execute a waiver include~~ the ~~engagement~~ordinary ofshares aissuable ~~third-party~~upon ~~consultant whose~~exercise ~~particular expertise or skills are believed by management to be significantly superior to those~~ of ~~other~~the ~~consultants~~warrants ~~that would~~under ~~agree~~the toSecurities ~~execute~~Act ~~a waiver~~ or inany ~~cases~~state ~~where we are unable to find a service provider willing to execute a waiver. In addition,~~securities ~~there~~laws, isand ~~no guarantee that~~ such ~~entities~~registration ~~will agree to waive any claims they~~ may ~~have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will~~ not ~~seek~~be ~~recourse~~in ~~against~~place ~~the~~when ~~trust~~an ~~account~~investor ~~for~~desires ~~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~~ exercise ~~of a redemption right in connection with our initial business combination~~warrants, wethus ~~will~~precluding besuch ~~required~~investor ~~to provide~~from ~~for~~being ~~payment~~able ofto ~~claims~~exercise ofits ~~creditors~~warrants ~~that~~except ~~were~~on ~~not~~a ~~waived~~cashless ~~that~~basis ~~may~~and bepotentially ~~brought~~causing ~~against~~such uswarrants ~~within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per share initially held in the trust account, due~~ to ~~claims~~expire ~~of such creditors~~worthless.

~~Our~~We have ~~sponsor~~not ~~has~~registered ~~agreed that~~the itordinary ~~will~~shares beissuable ~~liable~~upon toexercise usof ifthe ~~and~~warrants tounder the ~~extent~~Securities Act or any ~~claims~~state bysecurities laws. aHowever, ~~third~~under ~~party~~the ~~(other~~terms ~~than~~of ~~our~~the ~~independent~~warrant ~~auditors)~~agreement, ~~for~~we ~~services rendered~~have oragreed, ~~products~~as ~~sold~~soon toas uspracticable, orbut ain ~~prospective~~no ~~target~~event later than 15 business ~~with~~days ~~which~~after wethe ~~have~~closing ~~discussed~~of ~~entering~~our ~~into~~initial business combination, to use our best efforts to file a ~~transaction~~registration ~~agreement,~~statement ~~reduce~~under the ~~amount~~Securities ofAct ~~funds~~covering in the ~~trust~~issuance ~~account~~of tosuch ~~below~~shares ~~(1) $10.00~~and ~~per~~maintain ~~public~~a ~~share~~current orprospectus ~~(2) such~~relating ~~lesser~~to ~~amount~~the ~~per~~ordinary ~~public~~shares ~~share~~issuable ~~held~~upon inexercise of the ~~trust~~warrants, ~~account~~until asthe expiration of the ~~date~~warrants ofin accordance with the ~~liquidation~~provisions of the ~~trust~~warrant agreement. ~~account~~We ~~due~~cannot assure you that we will be able to ~~reductions~~do so if, for example, any facts or events arise which represent a fundamental change in the ~~value~~information ofset forth in the ~~trust assets~~registration statement or prospectus, inthe ~~each~~financial ~~case~~statements ~~net~~contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the ~~interest~~warrants are ~~which~~not ~~may~~registered under the Securities Act, we will be ~~withdrawn~~required to ~~pay~~permit ~~taxes~~holders to exercise their warrants on a cashless basis. However, ~~except~~no aswarrant towill ~~any~~be ~~claims~~exercisable byfor cash or on a ~~third~~cashless ~~party~~basis, ~~who~~and ~~executed a~~we ~~waiver~~will ofnot be obligated to issue any ~~and~~shares ~~all~~to ~~rights~~holders seeking to ~~seek~~exercise ~~access~~their towarrants, unless the ~~trust~~issuance ~~account~~of ~~and~~the ~~except~~shares asupon tosuch ~~any~~exercise ~~claims~~is registered or qualified under ~~our~~the securities ~~indemnity~~laws of the ~~underwriters~~ state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our ~~initial~~ordinary ~~public~~shares ~~offering~~are, ~~against~~at ~~certain~~the ~~liabilities~~time of any exercise of a warrant, ~~including~~not ~~liabilities~~listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act~~. Moreover~~, inwe ~~the~~may, ~~event~~at ~~that~~our anoption, ~~executed~~require ~~waiver~~holders isof ~~deemed~~public warrants who exercise their warrants to bedo ~~unenforceable~~so ~~against~~on a ~~third~~“cashless ~~party~~basis” in accordance with Section 3(a)(9) of the Securities Act and, ~~our~~in ~~sponsor~~the event we so elect, we will not be ~~responsible~~required to ~~the~~file ~~extent~~or maintain ofin ~~any~~effect ~~liability~~a ~~for~~registration ~~such~~statement, ~~third-party~~but ~~claims.~~we Wewill ~~have~~use ~~not~~our ~~independently~~best ~~verified~~efforts ~~whether~~to ~~our~~register ~~sponsor~~or ~~has~~qualify ~~sufficient~~the ~~funds~~shares tounder ~~satisfy~~applicable blue sky ~~its~~laws ~~indemnity~~to ~~obligations~~the ~~and~~extent ~~believe~~an ~~that~~exemption ~~our~~is ~~sponsor’s~~not ~~only~~available. ~~assets~~In ~~are~~no ~~securities~~event ofwill ~~our~~we ~~company.~~be ~~Our~~required ~~sponsor~~to ~~may~~net ~~not~~cash ~~have~~settle any warrant, or issue securities ~~sufficient~~or ~~funds~~other ~~available~~compensation toin ~~satisfy~~exchange ~~those~~for ~~obligations.~~the Wewarrants ~~have~~in ~~not~~the ~~asked~~event ~~our~~that ~~sponsor~~we are unable to ~~reserve~~register ~~for~~or ~~such~~qualify ~~obligations,~~the ~~and~~shares ~~therefore,~~underlying nothe ~~funds~~warrants ~~are~~under ~~currently~~applicable ~~set~~state ~~aside~~securities tolaws ~~cover~~and ~~any~~no ~~such~~exemption ~~obligations~~is available. AsIf athe ~~result,~~issuance ifof ~~any~~the ~~such~~shares ~~claims~~upon ~~were~~exercise of ~~successfully~~the ~~made~~warrants ~~against the~~is ~~trust~~not ~~account,~~so ~~the~~registered ~~funds~~or ~~available~~qualified ~~for~~or ~~our~~exempt ~~initial~~from ~~business~~registration ~~combination~~or ~~and~~qualification, ~~redemptions~~the ~~could~~holder of such warrant shall not be ~~reduced~~entitled to ~~less~~exercise ~~than~~such ~~$10.00 per~~warrant ~~public~~and ~~share~~such warrant may have no value and expire worthless. In such event, weholders ~~may~~who ~~not~~acquired their bewarrants ~~able~~as topart ~~complete~~of ~~our~~a ~~initial~~purchase ~~business~~of ~~combination,~~units ~~and~~will ~~you~~have ~~would~~paid ~~receive~~the ~~such~~full ~~lesser amount~~unit ~~per~~purchase ~~share~~price solely for the ordinary shares included in ~~connection~~the ~~with~~units. ~~any~~If ~~redemption~~and ofwhen ~~your~~the ~~public~~warrants ~~shares.~~become ~~None~~redeemable ofby us, we may exercise our ~~officers~~redemption orright ~~directors~~even ~~will~~if ~~indemnify~~we usare ~~for~~unable to ~~claims~~register byor ~~third~~qualify ~~parties~~the ~~including,~~underlying ~~without~~ordinary ~~limitation,~~shares ~~claims~~for bysale ~~vendors~~under ~~and~~all ~~prospective~~applicable ~~target~~state ~~businesses~~securities laws.

~~Our~~The grant ~~directors~~of ~~may~~registration ~~decide~~rights ~~not~~ to ~~enforce the~~our ~~indemnification~~initial ~~obligations~~shareholders ofand ~~our~~their ~~sponsor,~~permitted ~~resulting~~transferees inmay amake ~~reduction~~it inmore difficult to complete our initial business combination, and the ~~amount~~future exercise of ~~funds~~such inrights ~~the~~may ~~trust~~adversely ~~account~~affect ~~available for~~the ~~distribution~~market toprice of our ~~public shareholders~~ordinary shares.

InPursuant to ~~the~~an ~~event~~agreement ~~that~~entered ~~the proceeds~~into inon ~~the~~April 3, ~~trust~~2019, ~~account~~our ~~are~~initial ~~reduced~~shareholders ~~below~~and their permitted transferees can demand that we register the ~~lesser~~resale of ~~(1) $10~~their founder shares.00 ~~per~~In ~~public~~addition, ~~share~~our orsponsor ~~(2) such~~and ~~lesser~~its ~~amount~~permitted ~~per share~~transferees ~~held~~can indemand ~~the~~that ~~trust~~we ~~account~~register the asresale of the ~~date~~private ofplacement warrants and the ~~liquidation~~ordinary shares issuable upon exercise of the ~~trust~~private ~~account~~placement ~~due~~warrants, and toholders ~~reductions~~of inwarrants ~~the~~that ~~value~~may be issued upon conversion of ~~the~~working ~~trust assets,~~capital inloans ~~each~~may ~~case~~demand ~~net~~that ofwe register the ~~interest~~resale ~~which~~of such ~~may~~warrants beor ~~withdrawn~~the toordinary ~~pay~~shares ~~taxes,~~issuable ~~and~~upon ~~our~~exercise ~~sponsor~~of ~~asserts~~such ~~that~~warrants. itWe iswill ~~unable~~bear tothe ~~satisfy~~cost of registering these securities. ~~its~~The ~~obligations~~registration orand ~~that~~availability itof ~~has~~such noa ~~indemnification~~significant ~~obligations~~number ~~related~~of tosecurities afor ~~particular~~trading ~~claim,~~in ~~our~~the ~~independent~~public ~~directors~~market ~~would~~may ~~determine~~have an adverse ~~whether~~effect toon ~~take~~the ~~legal~~market ~~action~~price ~~against~~of our ~~sponsor~~ordinary toshares. ~~enforce~~In ~~its~~addition, ~~indemnification~~the ~~obligations.~~existence ~~While~~of wethe ~~currently~~registration ~~expect~~rights ~~that~~may make our initial ~~independent~~business ~~directors~~combination ~~would~~more ~~take~~costly ~~legal~~or ~~action~~difficult onto ~~our~~conclude. ~~behalf~~This ~~against~~is ~~our~~because ~~sponsor~~the toshareholders ~~enforce~~of ~~its~~the ~~indemnification~~target ~~obligations~~business tomay ~~us,~~increase itthe isequity ~~possible~~stake ~~that~~they ~~our~~seek ~~independent~~in ~~directors~~the incombined ~~exercising~~entity ~~their~~or ~~business~~ask ~~judgment~~for ~~may~~more ~~choose~~cash ~~not~~consideration to dooffset sothe innegative ~~any~~impact ~~particular~~on ~~instance.~~the market Ifprice of our ~~independent~~ordinary ~~directors~~shares ~~choose~~that ~~not~~is toexpected ~~enforce~~when ~~these~~the ~~indemnification~~ordinary ~~obligations,~~shares ~~the~~owned ~~amount~~by ofour ~~funds~~initial inshareholders ~~the~~or ~~trust~~their ~~account~~permitted transferees, ~~available~~our ~~for~~private ~~distribution~~placement towarrants ~~our~~or ~~public~~warrants ~~shareholders~~issued ~~may~~in beconnection ~~reduced~~working ~~below~~capital ~~$10.00~~loans ~~per~~are ~~share~~registered for resale.

~~If, after~~ Because we ~~distribute~~are ~~the~~not ~~proceeds in~~limited ~~the trust account~~ to ~~our public shareholders, we file~~ a ~~bankruptcy~~particular ~~petition~~industry or anany ~~involuntary~~specific ~~bankruptcy~~target ~~petition~~businesses iswith ~~filed against~~which ~~us that is not dismissed, a bankruptcy court may seek~~ to ~~recover~~pursue ~~such proceeds, and the members of~~ our ~~board~~initial ofbusiness ~~directors~~combination, ~~may~~you will be ~~viewed~~unable ~~as having breached their fiduciary duties~~ to ~~our~~ascertain ~~creditors, thereby exposing~~ the ~~members~~merits ofor ~~our~~risks ~~board~~ of ~~directors and~~any usparticular totarget ~~claims~~business’s ~~of punitive damages~~operations.

~~If,~~Although we ~~after~~initially focused our search for a target in Argentina and/or Brazil on industries we ~~distribute~~believed would have favorable prospects ~~the~~and ~~proceeds~~a inhigh ~~the~~likelihood ~~trust~~of ~~account~~generating tostrong ~~our~~risk-adjusted ~~public~~returns for our shareholders, including, but not limited to, the consumer, telecommunications and technology, energy, financial services and real estate sectors, we ~~file~~ may complete a ~~bankruptcy~~business ~~petition~~combination with an operating company in any industry or ansector. ~~involuntary~~However, ~~bankruptcy~~we ~~petition~~will not, under our amended and restated memorandum and articles isof ~~filed~~association, ~~against~~be uspermitted ~~that~~to iseffectuate ~~not~~our ~~dismissed~~initial business combination with another blank check company or similar company with nominal operations. Accordingly, ~~any~~there ~~distributions~~is ~~received~~no bycurrent ~~shareholders~~basis ~~could~~for beyou ~~viewed~~to ~~under~~evaluate ~~applicable~~the ~~debtor/creditor~~possible merits or risks of the particular ~~and/~~industry in which we may ultimately operate or ~~insolvency~~the ~~laws~~target asbusiness awhich ~~voidable~~we ~~performance~~may ultimately acquire. AsTo athe ~~result~~extent we complete our initial business combination, awe ~~liquidator~~may ~~could~~be ~~seek~~affected toby ~~recover~~numerous ~~some~~risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or ~~all~~an ~~amounts~~entity ~~received~~lacking an established record of sales or earnings, we may be affected by ~~our~~the ~~shareholders~~risks inherent in the business and operations of a financially unstable or development stage entity. Although Inour ~~addition~~officers and directors will endeavor to evaluate the risks inherent in a particular target business, ~~our~~we ~~board~~cannot assure you that we will properly ascertain or assess all of ~~directors~~the ~~may~~significant berisk ~~viewed~~factors asor ~~having~~that ~~breached~~we ~~its~~will ~~fiduciary~~have ~~duty~~adequate time to complete due diligence. Furthermore, some of these risks may be outside of our ~~creditors~~control and/ leave us with no ability to control or reduce ~~having~~the ~~acted~~chances inthat ~~bad~~those ~~faith~~risks bywill ~~paying~~adversely ~~public~~impact ~~shareholders~~a ~~from~~target ~~the~~business. ~~trust~~We ~~account~~also ~~prior~~cannot assure you that an investment in our securities will ultimately prove to ~~addressing~~be ~~the~~more ~~claims~~favorable ofto ~~creditors~~investors than a direct investment, ~~thereby~~if such opportunity were available, in a business ~~exposing~~combination ~~itself~~target. ~~and~~Accordingly, usany shareholder who chooses to ~~claims~~remain a shareholder following our initial business combination could suffer a reduction in the value of ~~punitive~~their ~~damages~~securities. Such shareholders are unlikely to have a remedy for such reduction in value.

13 14

~~If, before distributing the proceeds~~Past inperformance ~~the~~by ~~trust account to~~ our ~~public~~management ~~shareholders,~~team weand ~~file a~~their ~~bankruptcy~~affiliates ~~petition~~may ~~or an involuntary bankruptcy petition is filed against us that is~~ not ~~dismissed,~~be ~~the~~indicative ~~claims~~ of ~~creditors~~future inperformance ~~such proceeding may have priority over the claims~~ of ~~our~~an ~~shareholders and~~investment ~~the per-share amount that would otherwise be received by our shareholders~~ in ~~connection with~~ our ~~liquidation may be reduced~~company.

~~If, before distributing~~Information ~~the~~regarding ~~proceeds~~performance inby ~~the~~our ~~trust~~management ~~account~~team toand ~~our~~their ~~public~~affiliates ~~shareholders,~~is wepresented ~~file a~~for ~~winding~~informational uppurposes ~~petition~~only. orPast ~~winding~~performance by upour ~~petition~~management isteam ~~filed against~~and ustheir ~~that~~affiliates is not ~~dismissed,~~a ~~the~~guarantee ~~proceeds~~either ~~held~~(1) that inwe ~~the~~will ~~trust account could~~ be ~~subject~~able to ~~applicable~~identify ~~insolvency~~a ~~law,~~suitable ~~and may~~candidate befor ~~included~~our ininitial ~~our~~business ~~liquidation~~combination ~~estate~~or ~~and~~(2) of ~~subject~~success with respect to ~~the~~any ~~claims~~business ofcombination ~~third~~we ~~parties~~may ~~with~~consummate. ~~priority~~You ~~over~~should not rely on the ~~claims~~historical record of our ~~shareholders. To~~management ~~the~~team ~~extent~~and ~~any~~their ~~liquidation~~affiliates ~~claims~~as ~~deplete~~indicative ~~the~~of ~~trust~~our ~~account,~~future ~~the~~performance ~~per-share~~of ~~amount~~an ~~that~~investment in ~~would~~the ~~otherwise~~company beor ~~received~~the byreturns ~~our~~the ~~shareholders in~~company ~~connection~~will, ~~with~~or ~~our~~is ~~liquidation~~likely ~~would~~to, begenerate ~~reduced~~going forward.

~~If we are deemed to be an investment~~We ~~company under the Investment Company Act, we~~ may beseek ~~required~~acquisition toopportunities ~~institute~~outside ~~burdensome~~the ~~compliance~~Latin ~~requirements~~America ~~and~~opportunity ~~our activities may be restricted~~sectors, which may ~~make~~be itoutside ~~difficult~~of ~~for us to complete~~ our ~~initial~~management’s areas ~~business~~of ~~combination~~expertise.

IfWe will consider a business combination outside the Latin America opportunity sectors, which may be outside of our management’s areas of expertise, if a business combination candidate is presented to us and we ~~are~~determine ~~deemed~~that such candidate offers an attractive acquisition opportunity for our company. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be andirectly ~~investment~~applicable ~~company~~to ~~under~~its evaluation or operation, and the ~~Investment~~information contained ~~Company~~elsewhere ~~Act~~in this report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our ~~activities~~management may not be ~~restricted~~able to adequately ascertain or assess all of the significant risk factors relevant to such acquisition. Accordingly, ~~including:~~any shareholder who chooses to remain a shareholder following our initial business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value.

•Although we ~~restrictions~~have onidentified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the ~~nature~~target ofbusiness with which we enter into our ~~investments;~~initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

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

~~each~~We may ofseek ~~which~~acquisition ~~may~~opportunities ~~make~~with itan ~~difficult~~early ~~for us~~stage tocompany, ~~complete~~a ~~our~~financially ~~initial~~unstable business ~~combination~~or an entity lacking an established record of revenue or earnings.

InTo the ~~addition~~extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have ~~imposed~~adequate ~~upon~~time usto ~~burdensome~~complete ~~requirements~~due diligence. Furthermore, ~~including:~~some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

~~• registration as an investment company with the SEC;~~ 15

•We are ~~adoption~~not ofrequired ato ~~specific~~obtain ~~form~~an ofopinion ~~corporate~~from ~~structure;~~an independent investment banking firm or from an independent accounting 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 point of view.

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

We ~~do not believe that~~ ~~our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the trust account~~ may be ~~invested~~issue byadditional ~~the~~ordinary ~~trustee~~shares ~~only in U.S. government treasury bills with a maturity of 180 days~~ or ~~less~~preferred orshares ~~in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds is restricted~~ to ~~these~~complete ~~instruments,~~our weinitial ~~believe~~business wecombination ~~meet~~or ~~the requirements for the exemption provided in Rule 3a-1 promulgated~~ under ~~the~~an ~~Investment~~employee ~~Company Act. If we were deemed to be subject to the Investment Company Act,~~incentive ~~compliance~~plan ~~with~~after ~~these~~completion ~~additional~~of ~~regulatory burdens would require additional expenses for which we have not allotted funds and may hinder~~ our ~~ability to complete a business combination. If we are unable to complete our~~ initial business combination~~, our public shareholders may receive only approximately $10~~.00 ~~per~~Any ~~share,~~such orissuances ~~less~~would insubstantially ~~certain~~dilute ~~circumstances, on~~ the ~~liquidation~~interest of our ~~trust~~shareholders ~~account~~ and ~~our~~likely ~~warrants~~present ~~will~~other ~~expire worthless~~risks.

~~Changes~~Our amended inand ~~laws~~restated ormemorandum ~~regulations,~~and ~~or a~~articles ~~failure~~of association authorizes the issuance of up to ~~comply~~200,000,000 ~~with~~ordinary ~~any~~shares, ~~laws~~par value ~~and~~$0.0001 ~~regulations~~per share, ~~may~~and ~~adversely~~2,000,000 ~~affect~~undesignated ~~our~~preferred ~~business~~shares, ~~including~~par ~~our~~value ~~ability~~$0.0001 toper ~~negotiate~~share. ~~and~~As ~~complete~~of March 25, ~~our~~2021, ~~initial~~there ~~business~~were ~~combination~~141,937,500 and ~~results~~2,000,000 authorized but unissued ordinary shares and preferred shares, respectively, available for issuance, which amount takes into account shares reserved for issuance upon exercise of ~~operations~~outstanding warrants.

We may ~~are~~issue ~~subject~~a tosubstantial ~~laws and~~number ~~regulations~~of ~~enacted~~additional byordinary ~~national~~shares, ~~regional~~ and ~~local~~may ~~governments.~~issue Inpreferred ~~particular~~shares, wein ~~are~~order ~~required~~ to ~~comply~~complete ~~with~~our ~~certain SEC~~initial ~~and~~business ~~other~~combination ~~legal~~or ~~requirements.~~under ~~Compliance~~an ~~with,~~employee ~~and~~incentive ~~monitoring~~plan ~~of,~~after ~~applicable~~completion ~~laws~~of ~~and~~our ~~regulations~~initial ~~may~~business becombination. ~~difficult~~However, ~~time~~our ~~consuming~~amended and ~~costly.~~restated ~~Those~~memorandum ~~laws~~ and ~~regulations~~articles ~~and~~of ~~their~~association ~~interpretation~~provide, ~~and~~among ~~application~~other ~~may~~things, ~~also~~that ~~change~~prior ~~from time~~ to ~~time~~our ~~and~~initial ~~those~~business ~~changes~~combination, ~~could~~we ~~have~~may anot ~~material~~issue ~~adverse~~additional ~~effect~~ordinary onshares ~~our~~that ~~business,~~would ~~investments~~entitle ~~and~~the ~~results~~holders ofthereof ~~operations.~~to In(1) receive ~~addition,~~funds afrom ~~failure~~the totrust ~~comply with~~account ~~applicable laws~~ or ~~regulations,~~(2) vote ~~as interpreted and applied, could have a material adverse effect~~ on ~~our~~any initial business, ~~including~~combination. ~~our ability~~The toissuance ~~negotiate~~of ~~and~~additional ~~complete~~ordinary ~~our~~shares ~~initial~~or ~~business~~preferred ~~combination, and results of operations.~~shares:

If• wemay significantly dilute the equity interest of our current security holders; • may subordinate the rights of holders of ordinary shares if preferred shares are ~~unable~~issued with rights senior to ~~consummate~~those afforded our ~~initial~~ ~~business~~ordinary ~~combination~~shares; by• ~~April 8~~could cause a change in control if a substantial number of ordinary shares are issued, ~~2021~~which may affect, among other things, our ~~public~~ability ~~shareholders~~to ~~may~~use beour ~~forced~~net tooperating ~~wait~~loss ~~beyond~~carry ~~April 8~~forwards, ~~2021~~if ~~before redemption~~any, ~~from~~and could result in the resignation or removal of our ~~trust~~present ~~account~~officers and directors; and • may adversely affect prevailing market prices for our units, ordinary shares and/or warrants.

~~If we are unable to~~We ~~consummate~~may ~~our~~be ~~initial~~a ~~business~~passive ~~combination~~foreign byinvestment ~~April 8~~company, ~~2021,~~or ~~we will distribute the aggregate amount then on deposit in the trust account~~“PFIC,” ~~including interest (less up to $100,000 of interest to pay dissolution expenses and~~ which ~~interest~~could ~~shall~~result ~~be net of taxes payable), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described elsewhere~~ in ~~this~~adverse ~~report~~U. Any redemption of public shareholders from the trust account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding upS. Iffederal weincome ~~are~~tax ~~required to windup, liquidate the trust account and distribute such amount therein, pro rata,~~consequences to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Law (2016 Revision) of the Cayman Islands, or the Companies LawU. In that case, investors may be forced to wait beyond April 8, 2021 before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our trust accountS. ~~We have no obligation to return funds to~~ investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and then only in cases where investors have sought to redeem their ordinary shares. ~~Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination.~~

14If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of our ordinary shares or warrants, the U.S. holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception is uncertain, and there can be no assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement, in order to enable the U.S. holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would likely be unavailable with respect to our warrants in all cases. We urge U.S. holders to consult their tax advisors regarding the possible application of the PFIC rules to holders of our ordinary shares and warrants.

~~Our shareholders~~ We may bereincorporate ~~held~~in ~~liable for~~another ~~claims~~jurisdiction byin ~~third~~connection ~~parties~~with ~~against~~our usinitial tobusiness ~~the~~combination ~~extent~~and ofsuch ~~distributions~~reincorporation ~~received~~may byresult in ~~them~~taxes ~~upon~~imposed ~~redemption~~on ~~of their shares~~shareholders.

~~If we are forced to~~We ~~enter~~may, ~~into~~in anconnection ~~insolvent~~with ~~liquidation,~~our ~~any~~initial ~~distributions~~business ~~received~~combination byand ~~shareholders~~subject ~~could~~to berequisite ~~viewed~~shareholder asapproval anunder ~~unlawful~~the ~~payment~~Companies ~~if it was~~Law, ~~proved~~reincorporate ~~that~~in ~~immediately following~~ the ~~date~~jurisdiction onin which the ~~distribution~~target ~~was~~company ~~made,~~or ~~we were unable to pay our debts as they fall due in the ordinary course of~~ business. Asis alocated ~~result, a liquidator could seek to recover some~~ or ~~all~~in ~~amounts~~another ~~received by our shareholders~~jurisdiction. ~~Furthermore,~~ ~~our~~The ~~directors~~ transaction may berequire ~~viewed~~a asshareholder ~~having breached their fiduciary duties~~ to usrecognize ortaxable ~~our~~income ~~creditors and/or may have acted~~ in ~~bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from~~ the ~~trust~~jurisdiction ~~account~~in ~~prior to~~which ~~addressing~~ the ~~claims~~shareholder ofis ~~creditors.~~a Wetax ~~cannot~~resident ~~assure~~or ~~you~~in ~~that~~which its ~~claims~~members ~~will~~are ~~not~~resident beif ~~brought~~it ~~against~~is usa ~~for~~tax ~~these~~transparent ~~reasons~~entity. We ~~and our~~do ~~directors~~not ~~and~~intend ~~officers~~to ~~who~~make ~~knowingly and willfully authorized or permitted~~ any ~~distribution~~cash distributions to beshareholders ~~paid out of our share premium account while we were unable~~ to pay ~~our~~such ~~debts~~taxes. asShareholders ~~they fall due in the ordinary course of business would be guilty of an offence and~~ may be ~~liable~~subject to awithholding ~~fine~~taxes ofor upother totaxes ~~approximately~~with ~~$15,000~~respect ~~and~~ to ~~imprisonment~~their ~~for~~ownership ~~five~~of ~~years~~us inafter the ~~Cayman Islands~~ reincorporation.

~~We may not hold an annual meeting of shareholders until after the consummation of our initial business combination.~~ 16

~~In accordance with~~Resources ~~the~~could ~~NYSE~~be ~~corporate~~wasted ~~governance~~in ~~requirements,~~researching weacquisitions that are not ~~required~~completed, towhich ~~hold~~could anmaterially ~~annual~~adversely ~~meeting~~affect ~~until~~subsequent ~~no later than one year after our~~attempts ~~first~~to ~~fiscal~~locate ~~year~~and ~~end~~acquire ~~following~~or ~~our~~merge ~~listing~~with onanother ~~the NYSE~~business. ~~There~~If iswe noare ~~requirement~~unable ~~under~~to ~~the~~complete ~~Companies~~our ~~Law~~initial ~~for~~business uscombination, toour ~~hold annual~~public orshareholders ~~general~~may ~~meetings~~receive toonly ~~elect~~approximately ~~directors~~$10.00 ~~Until~~per weshare, ~~hold~~or anless ~~annual~~than ~~meeting~~such ofamount ~~shareholders,~~in ~~public~~certain ~~shareholders~~circumstances, ~~may~~on ~~not~~the ~~be afforded~~liquidation ~~the~~of ~~opportunity~~our totrust ~~discuss~~account ~~company~~and ~~affairs~~our ~~with~~warrants ~~management~~will expire worthless.

WeThe investigation ~~have~~of ~~not~~each ~~registered~~specific target business and the ~~ordinary shares~~negotiation, ~~issuable~~drafting ~~upon~~and ~~exercise~~execution of ~~the~~relevant ~~warrants~~agreements, ~~under~~disclosure documents ~~the~~and ~~Securities~~other ~~Act~~instruments orrequires ~~any~~substantial ~~state~~management ~~securities~~time ~~laws~~and attention and substantial costs for accountants, attorneys and ~~such~~others. ~~registration~~If ~~may~~we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be inrecoverable. ~~place~~Furthermore, ~~when~~if we reach an ~~investor~~agreement ~~desires~~relating to ~~exercise~~a ~~warrants~~specific target business, we ~~thus~~may ~~precluding~~fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event ~~investor~~will ~~from~~result ~~being~~in ~~able~~a loss to ~~exercise~~us ~~its~~of ~~warrants~~the related costs incurred which could materially adversely affect subsequent attempts to ~~except~~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 $10.00 per share, or less in certain circumstances, on athe ~~cashless~~liquidation ~~basis~~of ~~and~~our ~~potentially~~trust ~~causing~~account ~~such~~and our warrants towill expire worthless.

We ~~have not registered~~ the ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws. However, under the terms of the warrant agreement, we have agreed, as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, to use our best efforts to file a registration statement under the Securities Act covering the issuance of such shares and maintain a current prospectus relating to the ordinary shares issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are ~~not~~dependent ~~current or correct or the SEC issues a stop order. If the shares issuable~~ upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our ~~ordinary~~officers 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 Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, indirectors the event we so elect, we will not be required to file or maintain in effect a registration statement, 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. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their ~~warrants~~departure ascould ~~part~~adversely ofaffect ~~a purchase of units will have paid the full unit purchase price solely for the ordinary shares included in the units. If and when the warrants become redeemable by us, we may exercise~~ our ~~redemption~~ability ~~right even if we are unable~~ to ~~register or qualify the underlying ordinary shares for sale under all applicable state securities laws~~operate.

15Our operations are dependent upon a relatively small group of individuals and in particular, Edmond Safra and Gregorio Werthein, our Co-Chief Executive Officers, Gerardo Werthein, a member of our advisory board, and Leonardo Madcur and Ezra Cohen, two of our directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, certain of our officers and directors have time and attention requirements for 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 unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

~~The~~Our ability ~~grant~~to ofsuccessfully ~~registration~~effect ~~rights to~~ our initial ~~shareholders~~business combination and ~~their~~to ~~permitted~~be ~~transferees~~successful ~~may~~thereafter ~~make~~will itbe ~~more~~totally ~~difficult~~dependent toupon the ~~complete~~efforts of our key personnel, some of whom may join us following our initial business combination~~, and~~. ~~the~~The ~~future~~loss ~~exercise~~ of ~~such~~key ~~rights~~personnel could ~~may~~negatively ~~adversely~~impact ~~affect~~ the ~~market~~operations ~~price~~and profitability of our ~~ordinary~~post-combination ~~shares~~business.

~~Pursuant~~Our ability to ansuccessfully ~~agreement entered~~effect ~~into on April 3, 2019,~~ our initial ~~shareholders~~business ~~and~~combination ~~their~~is ~~permitted~~dependent ~~transferees~~upon ~~can demand that we register~~ the ~~resale~~ efforts of ~~their~~our ~~founder~~key ~~shares~~personnel. InThe ~~addition,~~role ~~our sponsor and its permitted transferees can demand that we register the resale~~ of ~~the private~~ ~~placement~~our ~~warrants~~key ~~and~~personnel ~~the~~in ~~ordinary shares issuable upon exercise of~~ the ~~private~~target ~~placement~~business, ~~warrants~~however, ~~and~~cannot ~~holders~~presently ~~of warrants that may~~ be ~~issued~~ascertained. ~~upon~~Although ~~conversion~~some of ~~working~~our ~~capital~~key ~~loans~~personnel may ~~demand~~remain with ~~that we register~~ the ~~resale~~target ofbusiness ~~such~~in ~~warrants~~senior management or ~~the~~advisory ~~ordinary shares~~positions ~~issuable~~following ~~upon~~our ~~exercise~~initial ofbusiness ~~such~~combination, ~~warrants.~~it Weis ~~will~~likely ~~bear~~that some ~~the~~or ~~cost~~all of ~~registering~~the ~~these~~management ~~securities. The registration and availability~~ of ~~such~~the atarget ~~significant~~business ~~number~~will ofremain ~~securities for trading~~ in ~~the~~place. ~~public~~While ~~market~~we ~~may~~intend ~~have~~to anclosely ~~adverse~~scrutinize ~~effect~~any ~~on the market price of our~~individuals ~~ordinary~~we ~~shares.~~engage Inafter ~~addition, the existence of the registration rights may make~~ our initial business combination, ~~more~~we ~~costly~~cannot ~~or difficult~~assure toyou ~~conclude.~~that ~~This~~our isassessment ~~because the shareholders~~ of ~~the~~these ~~target~~individuals ~~business~~will ~~may~~prove ~~increase the equity stake they seek in the combined~~to ~~entity~~be orcorrect. ~~ask~~These ~~for~~individuals ~~more~~may ~~cash~~be ~~consideration~~unfamiliar towith ~~offset~~ the ~~negative~~requirements ~~impact on the market price~~ of ~~our~~operating ~~ordinary~~a ~~shares~~company ~~that~~regulated isby ~~expected when~~ the ~~ordinary~~SEC, ~~shares~~which ~~owned~~could cause byus ~~our~~to ~~initial~~have ~~shareholders~~to orexpend ~~their~~time ~~permitted~~and ~~transferees,~~resources ~~our~~helping ~~private~~them ~~placement~~become ~~warrants~~familiar orwith ~~warrants issued~~such ~~in connection working capital loans are registered for resale~~requirements.

~~Because~~Our key wepersonnel ~~are~~may ~~not~~negotiate ~~limited~~employment toor consulting agreements with a target business in connection with a particular business ~~industry~~combination. orThese ~~any~~agreements ~~specific~~may ~~target~~provide ~~businesses~~for ~~with~~them ~~which~~ to ~~pursue~~receive compensation following our initial business combination, ~~you~~and ~~will~~as bea result, ~~unable~~may tocause ~~ascertain the~~them ~~merits~~to orhave ~~risks~~conflicts of ~~any~~interest ~~particular~~in ~~target~~determining whether a particular business’s ~~operations~~combination is the most advantageous.

~~Although we have initially~~Our ~~focused~~key ~~our~~personnel ~~search~~may ~~for~~be aable ~~target~~to ~~business~~remain inwith ~~Argentina~~the ~~and/or~~company ~~Brazil~~after ~~focused~~the oncompletion ~~industries that we believe have favorable prospects and a high likelihood~~ of ~~generating strong risk-adjusted returns for~~ our ~~shareholders,~~initial ~~including,~~business ~~but~~combination ~~not~~only ~~limited~~if ~~to,~~they ~~the consumer,~~are ~~telecommunications~~able ~~and~~to ~~technology,~~negotiate ~~energy,~~employment ~~financial~~or ~~services~~consulting ~~and~~agreements ~~real~~in ~~estate~~connection ~~sectors,~~with wethe ~~may seek to complete a~~ business combination ~~with an operating company in any industry or sector~~. ~~However,~~Such wenegotiations ~~will~~would ~~not,~~take place ~~under~~simultaneously ~~our~~with ~~amended~~the ~~and~~negotiation ~~restated memorandum and articles~~ of ~~association,~~the ~~be permitted to effectuate our initial~~ business combination ~~with~~and ~~another~~could ~~blank~~provide ~~check~~for ~~company~~such orindividuals ~~similar~~to ~~company~~receive compensation ~~with~~in ~~nominal~~the ~~operations.~~form ~~Accordingly,~~of ~~there~~cash ispayments noand/or ~~current~~our ~~basis~~securities for ~~you~~services tothey ~~evaluate~~would ~~the~~render ~~possible~~to ~~merits~~us orafter ~~risks of~~ the ~~particular industry~~completion inof ~~which we may ultimately operate or~~ the ~~target~~ business ~~which we may ultimately acquire~~combination. The Topersonal ~~the~~and ~~extent~~financial weinterests ~~complete~~of ~~our initial~~such ~~business~~individuals ~~combination, we~~ may beinfluence ~~affected~~their bymotivation ~~numerous risks inherent~~ in ~~the~~identifying ~~business~~and ~~operations~~selecting ~~with~~a ~~which we combine. For~~target ~~example~~business, ifsubject weto ~~combine~~his ~~with a financially unstable business~~ or anher ~~entity~~fiduciary ~~lacking~~duties anunder ~~established~~Cayman ~~record~~Islands oflaw. ~~sales or earnings~~However, we ~~may~~ bebelieve ~~affected by~~ the ~~risks~~ability ~~inherent~~of insuch ~~the~~individuals to ~~business~~remain ~~and~~with ~~operations~~us ofafter athe ~~financially~~completion ~~unstable~~of ~~or development stage entity. Although~~ our ~~officers~~initial ~~and~~business ~~directors~~combination will ~~endeavor~~not tobe ~~evaluate~~ the ~~risks~~determining ~~inherent~~factor in aour ~~particular target business, we cannot assure you that~~decision weas ~~will~~to ~~properly~~whether ~~ascertain~~ or ~~assess~~not ~~all of the significant risk factors or that~~ we will ~~have~~proceed ~~adequate~~with ~~time~~any topotential ~~complete~~business ~~due diligence~~combination. ~~Furthermore,~~ ~~some~~There ofis ~~these~~no ~~risks~~certainty, ~~may~~however, bethat ~~outside~~any of our key ~~control~~personnel ~~and~~will ~~leave~~remain us with nous ~~ability~~after ~~to control or reduce~~ the ~~chances~~completion ~~that those~~of ~~risks~~our ~~will~~initial ~~adversely impact a target~~ business combination. We ~~also~~ cannot assure you that anany ~~investment~~of in our key ~~securities~~personnel will ~~ultimately prove~~remain toin besenior ~~more~~management ~~favorable~~or toadvisory ~~investors~~positions ~~than~~with aus. ~~direct~~The ~~investment,~~determination ifas ~~such~~to ~~opportunity~~whether ~~were~~any ~~available,~~of inour akey ~~business combination~~personnel ~~target.~~will ~~Accordingly,~~remain ~~any~~with ~~shareholder~~us ~~who~~will ~~chooses~~be tomade ~~remain~~at athe ~~shareholder~~time ~~following~~of our initial business combination ~~could suffer a reduction in the value of their securities~~. ~~Such shareholders are unlikely to have a remedy for such reduction in value.~~

~~Past performance by our management team and their affiliates may not be indicative of future performance of an investment in our company.~~ 17

~~Information regarding~~We ~~performance~~may byhave ~~our~~limited ~~management~~ability ~~team~~to ~~and~~assess ~~their~~the ~~affiliates is presented for informational purposes only. Past performance by our~~ management ~~team~~ ~~and~~of ~~their affiliates is not~~ a ~~guarantee~~prospective ~~either~~target ~~(1) that~~business weand, ~~will~~as ~~be able to identify~~ a ~~suitable~~result, ~~candidate~~may ~~for~~effect our initial ~~business~~ business combination ~~or (2) of success~~ with ~~respect~~a totarget ~~any~~ business ~~combination~~whose wemanagement may ~~consummate. You should~~ not ~~rely~~have on the ~~historical~~skills, ~~record~~qualifications ~~of our management team and their affiliates as indicative of our future performance of an investment in the company~~ or ~~the~~abilities ~~returns the company will, or is likely~~ to, ~~generate~~manage ~~going~~a ~~forward~~public company.

WeWhen evaluating ~~may~~the ~~seek~~desirability ~~acquisition~~of ~~opportunities~~effecting our initial business combination with a prospective target business, our ability to assess ~~outside~~the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the ~~Latin~~capabilities of ~~America~~the ~~opportunity~~target’s ~~sectors~~management, ~~which~~therefore, may prove to be ~~outside~~incorrect ofand ~~our~~such management may lack the skills, qualifications or abilities we suspected. Should the target’s ~~areas~~management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of ~~expertise~~the post-combination business may be negatively impacted. Accordingly, shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value.

~~We will consider a~~The ~~business~~officers ~~combination~~and ~~outside~~directors ~~the~~of ~~Latin~~an ~~America~~acquisition ~~opportunity~~candidate ~~sectors, which~~ may beresign ~~outside~~upon completion of our ~~management’s~~initial ~~areas~~business ofcombination. ~~expertise,~~The departure ifof a business combination ~~candidate~~target’s iskey ~~presented~~personnel tocould usnegatively ~~and~~impact wethe ~~determine~~operations ~~that~~and ~~such~~profitability ~~candidate~~of ~~offers an attractive acquisition opportunity for~~ our ~~company~~post-combination business. InThe ~~the~~role ~~event~~of ~~we elect to pursue~~ an acquisition ~~outside of the areas of our management~~candidate’s ~~expertise,~~key ~~our~~personnel ~~management’s expertise~~upon ~~may not be directly applicable to its evaluation or operation, and~~ the ~~information~~completion ~~contained elsewhere in this report regarding the areas~~ of our ~~management’s~~initial ~~expertise~~business ~~would~~combination ~~not~~ cannot be ~~relevant~~ascertained toat anthis ~~understanding~~time. ofAlthough ~~the~~we ~~business~~contemplate that wecertain ~~elect to~~members ~~acquire.~~of Asan aacquisition ~~result,~~candidate’s ~~our~~ management ~~may~~team will ~~not~~remain beassociated ~~able~~with ~~to adequately ascertain or assess all of~~ the ~~significant risk factors relevant to such~~ acquisition. ~~Accordingly,~~candidate ~~any shareholder who chooses to remain a shareholder~~ following our initial business combination ~~could~~, ~~suffer~~it ais ~~reduction~~possible inthat members of the ~~value~~management of ~~their~~an ~~securities.~~acquisition ~~Such~~candidate ~~shareholders~~will ~~are~~not ~~unlikely~~wish to ~~have~~remain ~~a remedy for such reduction~~ in ~~value~~ place.

16Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

~~Although~~Our officers weand ~~have~~directors ~~identified~~are ~~general criteria~~not ~~and~~required ~~guidelines~~to, ~~that~~and wewill ~~believe~~not, ~~are~~commit ~~important~~their infull ~~evaluating~~time ~~prospective~~to ~~target~~our ~~businesses~~affairs, wewhich may ~~enter~~result ~~into~~in ~~our~~a ~~initial~~conflict of interest in allocating their time between our operations and our search for a business combination ~~with~~and atheir ~~target~~other ~~that~~businesses. We ~~does~~do not ~~meet~~intend ~~such~~to ~~criteria~~have ~~and~~any ~~guidelines,~~full-time ~~and~~employees asprior ato ~~result,~~ the ~~target~~completion of our initial business ~~with~~combination. ~~which~~Each of our officers weis ~~enter~~engaged ~~into~~in ~~our~~several ~~initial~~other business ~~combination~~endeavors for which he may be entitled to substantial compensation and our officers are not obligated ~~have~~to ~~attributes~~contribute ~~entirely~~any ~~consistent~~specific ~~with~~number of hours per week to our ~~general~~affairs. ~~criteria~~Our independent directors also serve as officers and ~~guidelines~~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 their ability to devote time to our affairs, which may have a negative impact on our ability to complete our initial business combination.

~~Although we have identified~~Certain ~~general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all~~ of ~~these positive attributes. If we complete~~ our ~~initial~~officers ~~business combination with a target that does not meet some or all of these criteria~~ and ~~guidelines,~~directors ~~such~~are ~~combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition~~now, ~~if we announce a prospective business combination with a target that does not meet our general criteria~~ and ~~guidelines,~~all ~~a greater number~~ of ~~shareholders~~them may ~~exercise~~ ~~their~~in ~~redemption~~the ~~rights~~future become, ~~which~~affiliated ~~may make it difficult for us to meet any closing condition~~ with aentities ~~target~~engaged ~~business~~in ~~that~~business ~~requires~~activities ussimilar to ~~have~~those aintended ~~minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide~~ to ~~obtain shareholder approval for business or other reasons, it may~~ be ~~more~~conducted ~~difficult~~by ~~for~~ us ~~to attain shareholder approval of our initial business combination if the target business does not meet our general criteria~~ and, ~~guidelines. If we are unable to complete our initial business combination~~accordingly, ~~our public shareholders~~ may ~~receive~~have ~~only~~conflicts ~~approximately~~of ~~$10.00~~interest ~~per share, or less~~ in ~~certain~~determining ~~circumstances,~~to which onentity ~~the~~a ~~liquidation~~particular ofbusiness ~~our~~opportunity ~~trust~~should ~~account~~be ~~and our warrants will expire worthless~~presented.

WeFollowing the ~~may~~completion ~~seek~~of ~~acquisition~~our ~~opportunities~~initial public offering and until we consummate our initial business combination, we have engaged and will continue to engage in the business of identifying and combining with anone ~~early~~or ~~stage~~more ~~company~~businesses. Our sponsor and officers and directors are, aor ~~financially~~may ~~unstable~~in the future become, affiliated with entities that are engaged in a similar business, and they are not prohibited from sponsoring, or anotherwise ~~entity~~becoming ~~lacking~~involved anwith, ~~established~~other ~~record~~blank check companies prior to us completing our initial business combination. Moreover, certain of ~~revenue~~our orofficers ~~earnings~~and directors have time and attention requirements for investment funds of which affiliates of our sponsor are the investment managers.

~~To the extent we complete~~Our ~~our~~officers ~~initial~~and ~~business~~directors ~~combination~~also ~~with~~may anbecome ~~early~~aware ~~stage~~of ~~company, a financially unstable~~ business oropportunities anwhich ~~entity lacking an established record of sales or earnings, we~~ may be ~~affected~~appropriate byfor ~~numerous~~presentation ~~risks~~to ~~inherent~~us inand the other ~~operations~~entities ofto ~~the business with~~ which wethey ~~combine. These~~owe ~~risks~~certain ~~include~~fiduciary ~~investing~~or incontractual aduties. ~~business without a proven business model and with limited historical financial data~~Accordingly, ~~volatile revenues~~they ormay ~~earnings,~~have ~~intense~~conflicts ~~competition~~of ~~and~~interest ~~difficulties~~ in ~~obtaining and retaining key personnel. Although our officers and~~ ~~directors~~determining ~~will endeavor~~ to ~~evaluate~~which ~~the~~entity ~~risks inherent in~~ a particular ~~target~~ business, weopportunity ~~may~~should ~~not~~ be ~~able~~presented. toThese ~~properly~~conflicts ~~ascertain or assess all of the significant risk factors and we~~ may not ~~have~~be ~~adequate~~resolved ~~time~~in toour favor ~~complete~~and ~~due~~a ~~diligence.~~potential ~~Furthermore,~~target ~~some~~business ~~of these risks~~ may be ~~outside~~presented ofto ~~our~~other ~~control~~entities ~~and~~prior ~~leave~~to usits ~~with~~presentation noto ~~ability~~us, subject to ~~control~~his or ~~reduce~~her fiduciary ~~the~~duties ~~chances~~under ~~that~~Cayman ~~those~~Islands ~~risks will adversely impact a target business~~law.

~~We are not required to obtain an~~EMS ~~opinion~~Capital ~~from~~LP ~~an independent investment banking firm or from an independent accounting firm,~~ and ~~consequently,~~its ~~you~~personnel ~~may have no assurance from an independent source that the price we~~ are ~~paying~~subject ~~for the business is fair~~ to ~~our~~extensive ~~company~~regulatory ~~from~~requirements aand ~~financial point of view~~oversight.

~~Unless we complete~~EMS ~~our~~Capital LP ~~initial~~is ~~business combination with~~ an ~~affiliated entity, we are not required to obtain an opinion from an independent~~ investment ~~banking~~ ~~firm~~manager ~~that is a member of FINRA~~and, oras ~~from an independent accounting firm~~such, ~~that~~it ~~the~~and ~~price~~its wepersonnel are ~~paying~~subject isto ~~fair~~extensive toregulation ~~our~~and ~~company~~oversight ~~from~~by athe ~~financial~~SEC ~~point~~and ofother ~~view.~~regulatory ~~If no opinion is obtained~~authorities, ~~our~~including ~~shareholders~~requirements ~~will~~under bethe ~~relying~~Investment onAdvisers ~~the~~Act ~~judgment~~ of ~~our~~1940. ~~board~~Any ~~of directors~~violations, ~~who~~or ~~will~~alleged ~~determine~~allegations, ~~fair~~by ~~market~~EMS ~~value~~Capital LP ~~based~~or onits ~~standards~~personnel ~~generally~~of ~~accepted~~these byregulatory ~~the~~requirements ~~financial~~could ~~community.~~harm ~~Such~~our ~~standards~~ability ~~used~~to ~~will~~complete bean ~~disclosed~~initial inbusiness ~~our~~combination, ~~tender~~including ~~offer~~by ~~documents~~making orprospective ~~proxy~~target ~~solicitation~~companies ~~materials,~~less aslikely ~~applicable, related~~ to ~~our~~consummate ~~initial~~a business combination with us.

~~We may issue additional ordinary~~Our ~~shares~~officers, ordirectors, ~~preferred~~security ~~shares~~holders toand ~~complete~~their ~~our~~respective ~~initial~~affiliates ~~business~~may ~~combination~~have orcompetitive ~~under~~pecuniary aninterests ~~employee~~that ~~incentive~~conflict ~~plan after completion of~~with our ~~initial business combination~~interests. ~~Any such issuances would substantially dilute the interest of our shareholders and likely present other risks.~~

~~Our~~We have ~~amended~~not ~~and~~adopted ~~restated~~a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct ~~memorandum~~or ~~and~~indirect ~~articles~~pecuniary ofor ~~association~~financial ~~authorizes~~interest ~~the~~in ~~issuance~~any investment to be acquired or disposed of upby us or in any transaction to ~~200,000,000~~which we ~~ordinary~~are ~~shares,~~a ~~par~~party ~~value~~or $0have an interest.~~0001~~ ~~per~~In ~~share~~fact, we may enter into a business combination with a target business that is affiliated ~~and~~with 2our sponsor,~~000,000~~ ~~undesignated~~our ~~preferred~~directors ~~shares~~or officers, ~~par~~although ~~value~~we ~~$0.0001~~do ~~per~~not ~~share~~intend to do so. AsNor ofdo ~~March 25,~~we ~~2020,~~have ~~there~~a ~~were~~policy ~~141,937,500~~that expressly prohibits ~~and~~any ~~2,000,000~~such ~~authorized~~persons ~~but~~from ~~unissued~~engaging ~~ordinary~~for ~~shares~~their ~~and~~own ~~preferred~~account ~~shares,~~in ~~respectively,~~business ~~available~~activities ~~for~~of ~~issuance~~the types conducted by us. Accordingly, ~~which~~such ~~amount~~persons ~~takes~~or ~~into~~entities ~~account~~may ~~shares~~have ~~reserved~~a ~~for~~conflict ~~issuance~~between ~~upon~~their ~~exercise~~interests ofand ~~outstanding warrants~~ours.

We may issue a substantial number of additional ordinary shares, and may issue preferred shares, in order to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (1) ~~receive funds from the trust account or (2) vote on any initial business combination. The issuance of additional ordinary shares or preferred shares:~~18

•In particular, affiliates of our sponsor have invested in industries as diverse as consumer, media & entertainment, telecommunications and technology, industrials, energy, financial services, insurance, agribusiness, vineyards and real estate. As a result, there may ~~significantly~~be ~~dilute~~substantial ~~the~~overlap ~~equity~~between ~~interest~~companies ofthat ~~our~~would ~~current~~be ~~security~~a ~~holders;~~suitable business combination for us and companies that would make an attractive target for such other affiliates.

• We may ~~subordinate~~engage ~~the~~in ~~rights~~a ofbusiness ~~holders~~combination ofwith ~~ordinary~~one ~~shares~~or ifmore ~~preferred~~target ~~shares~~businesses ~~are~~that ~~issued~~have relationships with ~~rights~~entities ~~senior~~that tomay ~~those~~be ~~afforded~~affiliated with our ~~ordinary~~sponsor, ~~shares;~~officers or directors which may raise potential conflicts of interest.

•In light ~~could~~of ~~cause~~the ainvolvement ~~change~~of inour ~~control~~sponsor, ifofficers aand ~~substantial~~directors ~~number~~with ofother ~~ordinary~~entities, ~~shares~~we ~~are~~may ~~issued~~decide to acquire one or more businesses affiliated with our sponsor, ~~which~~officers and directors. Our officers and directors also serve as officers and board members for other entities. Such entities may ~~affect~~compete with us for business combination opportunities. Although we will not be specifically focusing on, ~~among~~or ~~other~~targeting, ~~things~~any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our ~~ability~~criteria tofor ~~use~~a business combination and such transaction was approved by a majority of our ~~net~~independent and ~~operating~~disinterested ~~loss~~directors. ~~carry~~Despite ~~forwards,~~our ifagreement ~~any~~to obtain an opinion from an independent investment banking firm that is a member of FINRA, ~~and~~or ~~could~~from ~~result~~an inindependent accounting firm, regarding the ~~resignation~~fairness orto ~~removal~~our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our ~~present~~sponsor, officers ~~and~~or directors;, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

•Since our ~~may~~initial ~~adversely~~shareholders ~~affect~~will ~~prevailing~~lose ~~market~~their ~~prices~~entire ~~for~~investment in us if our ~~units~~initial business combination is not completed, ~~ordinary~~a ~~shares~~conflict of ~~and/or~~interest ~~warrants~~may arise in determining whether a particular business combination target is appropriate for our initial business combination.

17In December 2018, our sponsor subscribed for an aggregate of 7,187,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. In March 2019, our sponsor transferred 25,000 founder shares to each of two of our independent directors and 40,000 founder shares to our third independent director. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor purchased an aggregate of 7,750,000 private placement warrants for a purchase price of $7,750,000 in the aggregate, or $1.00 per warrant, that will also be worthless if we do not complete a business combination. Each private placement warrant may be exercised for one ordinary share at a price of $11.50 per share, subject to adjustment.

WeThe founder ~~may~~shares beare identical to the ordinary shares included in the units sold in our initial public offering except that: (1) the founder shares are subject to certain transfer restrictions; (2) our initial shareholders have entered into a ~~passive~~letter ~~foreign~~agreement with ~~investment~~us, pursuant to which they have agreed (A) to waive their redemption rights with respect to their founder shares and ~~company~~any public shares held by them in connection with the completion of our initial business combination and (B) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination by April 8, 2021 (or ~~“PFIC,”~~such ~~which~~later ~~could~~date ~~result~~as may be approved by our shareholders in ~~adverse~~accordance ~~U.S.~~with ~~federal~~our ~~income~~amended and ~~tax~~restated ~~consequences~~memorandum and articles of association), although they will be entitled to Uliquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame; and (3) the founder shares are entitled to registration rights.S. ~~investors~~In addition, our officers and directors have entered into letter agreements similar to the one signed by our initial shareholders with respect to any public shares acquired by them, if any.

~~If we are a PFIC for~~The ~~any~~personal ~~taxable~~and ~~year~~financial ~~(or~~interests ~~portion thereof) that is included in the holding period~~ of ~~a U.S. holder of~~ our ~~ordinary shares or warrants~~sponsor, ~~the~~ ~~U.S.~~officers ~~holder~~and directors may beinfluence ~~subject~~their tomotivation ~~adverse~~in ~~U.S.~~identifying ~~federal income tax consequences~~ and ~~may~~selecting a betarget ~~subject~~business tocombination, ~~additional~~completing ~~reporting~~an ~~requirements. Our~~initial ~~PFIC~~business ~~status~~combination ~~for our current~~ and ~~subsequent~~influencing ~~taxable years may depend on whether we qualify for~~ the ~~PFIC~~operation ~~start-up exception. Depending on the particular circumstances, the application~~ of the ~~start-up~~business ~~exception is uncertain, and there can be no assurance~~following ~~that we will qualify for~~ the ~~start-up~~initial ~~exception~~business combination. ~~Accordingly,~~This ~~there~~risk ~~can~~may bebecome nomore ~~assurances~~acute ~~with respect to our status~~ as aApril 8, ~~PFIC~~2021 ~~for our~~nears, ~~current~~which ~~taxable~~is ~~year~~the ordeadline ~~any subsequent taxable year. Our actual PFIC status~~ for ~~any taxable year will not be determinable until after~~ the ~~end~~ completion of ~~such~~our ~~taxable~~initial ~~year.~~business ~~Moreover~~combination, ifunless we ~~determine~~obtain ~~we are a PFIC for any taxable year, we will endeavor to provide to a U.S. holder such information as~~ the ~~Internal~~approval ~~Revenue~~of ~~Service~~our ~~(“IRS”)~~shareholders ~~may require, including a PFIC annual information statement, in order~~ to ~~enable~~amend ~~the~~our ~~U.S.~~amended ~~holder to make~~ and ~~maintain~~restated ~~a “qualified electing fund” election, but there~~memorandum ~~can be no assurance that we will timely provide such required information,~~ and ~~such~~articles ~~election~~of ~~would~~association ~~likely be unavailable with respect~~ to ~~our~~extend ~~warrants in all cases. We urge U.S. holders to consult their tax advisors regarding~~ the ~~possible~~date ~~application~~by ofwhich ~~the~~we ~~PFIC rules to~~must ~~holders~~complete of our ~~ordinary~~initial ~~shares~~business ~~and warrants~~combination.

We may ~~reincorporate~~issue innotes ~~another~~or ~~jurisdiction in~~other ~~connection~~debt ~~with~~securities, ~~our~~or ~~initial~~otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and ~~such~~financial ~~reincorporation~~condition ~~may~~and ~~result~~thus innegatively ~~taxes~~impact ~~imposed~~the onvalue of our shareholders’ investment in us.

We may, inchoose ~~connection with~~to ~~our~~incur ~~initial~~substantial ~~business~~debt ~~combination and subject~~ to ~~requisite~~complete ~~shareholder~~our ~~approval~~initial ~~under~~business ~~the~~combination. ~~Companies~~We ~~Law,~~have ~~reincorporate~~agreed inthat ~~the jurisdiction~~we inwill ~~which~~not ~~the~~incur ~~target~~any ~~company~~indebtedness unless orwe ~~business~~have isobtained ~~located~~from orthe inlender ~~another~~a ~~jurisdiction.~~waiver ~~The~~of ~~transaction~~any ~~may~~right, ~~require~~title, ainterest ~~shareholder to~~or ~~recognize~~claim ~~taxable~~of ~~income~~any inkind ~~the jurisdiction~~ in ~~which the shareholder is a tax resident~~ or into ~~which~~the ~~its~~monies ~~members~~held ~~are resident~~in ifthe ittrust isaccount. aAs ~~tax~~such, ~~transparent~~no ~~entity.~~issuance Weof dodebt ~~not~~will ~~intend~~affect tothe ~~make~~per-share ~~any~~amount ~~cash~~available ~~distributions~~for toredemption ~~shareholders~~from tothe ~~pay~~trust ~~such taxes~~account. ~~Shareholders~~ ~~may~~Nevertheless, bethe ~~subject~~incurrence toof ~~withholding~~debt ~~taxes~~could orhave ~~other~~a ~~taxes~~variety ~~with respect to their ownership~~ of usnegative ~~after~~effects, ~~the reincorporation.~~including:

~~Resources~~• ~~could~~default ~~be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate~~ and ~~acquire~~foreclosure oron ~~merge with~~our ~~another~~assets ~~business.~~if Ifour weoperating ~~are~~revenues ~~unable~~after toan ~~complete our~~ initial business combination, ~~our~~are ~~public~~insufficient ~~shareholders~~to ~~may~~repay ~~receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of~~ our ~~trust~~debt ~~account and our warrants will expire worthless.~~obligations;

The investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments requires substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. 19

We• ~~are~~acceleration ~~dependent~~of ~~upon~~ our ~~officers~~ obligations to repay the indebtedness even if we make all principal and ~~directors~~interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; • our immediate payment of all principal and ~~their~~accrued ~~departure~~interest, ~~could~~if ~~adversely~~any, ~~affect~~if the debt security is payable on demand; • our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; • our inability to pay dividends on our ordinary shares; • using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; • limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; • increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and • limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

~~Our operations are~~We ~~dependent~~may ~~upon~~be aable ~~relatively~~to ~~small~~complete ~~group~~only ofone ~~individuals~~business ~~and~~combination inwith ~~particular,~~the ~~Edmond~~proceeds ~~Safra and Gregorio Werthein, our Co-Chief Executive Officers, Gerardo Werthein, a member~~ of our ~~advisory~~initial ~~board,~~public ~~and~~offering ~~Leonardo Madcur~~ and ~~Ezra~~the ~~Cohen,~~sale ~~two~~ of ~~our directors. We believe that our success depends on~~ the ~~continued service of our officers and directors, at least until we have completed our initial business~~private ~~combination.~~placement ~~In addition~~warrants, ~~our~~which ~~officers~~will ~~and~~cause ~~directors~~us ~~are not required~~ to ~~commit~~be ~~any~~solely ~~specified~~dependent ~~amount~~on ofa ~~time~~single ~~to our affairs and, accordingly, will have conflicts of interest in allocating their time among various~~ business ~~activities,~~which ~~including~~may ~~identifying potential business combinations and monitoring the related due diligence. Moreover, certain of our officers and directors~~ have ~~time~~ ~~and~~a ~~attention~~limited ~~requirements~~number ~~for investment funds~~ of ~~which affiliates of our sponsor are the investment managers. We do not~~products ~~have an employment agreement with,~~ or ~~key-man insurance on the life of, any of our directors or officers~~services. ~~The~~This ~~unexpected~~lack ~~loss~~ of ~~the~~ ~~services~~diversification ofmay ~~one~~negatively orimpact ~~more of~~ our ~~directors~~operations orand ~~officers could have a detrimental effect on us~~profitability.

18We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

~~Our~~• ~~ability~~solely ~~to successfully effect our initial business combination and to be successful thereafter will be totally~~ dependent upon the ~~efforts~~performance of ~~our~~a ~~key~~single ~~personnel~~business, ~~some~~ ofproperty ~~whom~~or ~~may~~asset; ~~join~~or us• ~~following~~dependent ~~our~~upon ~~initial~~the ~~business~~development ~~combination.~~or ~~The~~market ~~loss~~acceptance of ~~key~~a ~~personnel~~single ~~could~~or ~~negatively~~limited ~~impact~~number ~~the operations and profitability~~ of ~~our~~products, ~~post-combination~~processes ~~business~~or services.

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

~~Our key personnel~~ We may ~~negotiate~~attempt ~~employment or~~to ~~consulting~~simultaneously ~~agreements~~complete ~~with a target~~ business incombinations ~~connection~~ with amultiple ~~particular~~prospective ~~business~~targets, ~~combination.~~which ~~These agreements~~ may ~~provide for~~hinder ~~them~~our ability to complete ~~receive compensation following~~ our initial business combination and asgive arise ~~result, may cause them~~ to ~~have~~increased ~~conflicts~~costs ~~of interest~~and inrisks ~~determining~~that ~~whether~~could anegatively ~~particular~~impact ~~business~~our ~~combination~~operations and ~~is the most advantageous~~profitability.

~~Our key personnel may~~If bewe ~~able~~determine to ~~remain~~simultaneously ~~with~~acquire ~~the~~several ~~company~~businesses ~~after~~that ~~the~~are ~~completion~~owned ofby ~~our~~different ~~initial~~sellers, ~~business~~we ~~combination~~will ~~only~~need iffor ~~they~~each ~~are~~of ~~able~~such sellers to ~~negotiate employment~~agree orthat ~~consulting~~our ~~agreements~~purchase inof ~~connection~~its ~~with the~~ business ~~combination.~~is ~~Such~~contingent ~~negotiations~~on ~~would take place simultaneously with~~ the ~~negotiation~~simultaneous closings of the other business ~~combination~~combinations, ~~and could provide for such individuals to receive compensation in the form of~~which ~~cash~~may ~~payments~~make ~~and/or~~it ~~our~~more ~~securities~~difficult for ~~services~~us, ~~they~~and ~~would~~delay ~~render~~our ability, to uscomplete ~~after~~our ~~the~~initial ~~completion of the~~ business combination. ~~The personal~~With ~~and~~multiple ~~financial~~business combinations, ~~interests~~we ofcould ~~such~~also ~~individuals~~face ~~may~~additional ~~influence~~risks, ~~their~~including ~~motivation~~additional inburdens ~~identifying~~ and ~~selecting~~costs awith ~~target~~respect ~~business, subject~~ to ~~his~~possible ormultiple ~~her~~negotiations and ~~fiduciary~~due ~~duties~~diligence ~~under~~investigations ~~Cayman~~(if ~~Islands~~there ~~law.~~are ~~However,~~multiple wesellers) ~~believe~~and the ~~ability~~additional ofrisks ~~such~~associated ~~individuals to remain~~ with ~~us after~~ the ~~completion~~subsequent assimilation of ~~our initial business combination will not be~~ the ~~determining~~operations ~~factor~~and inservices ~~our decision as to whether~~ or ~~not~~products ~~we will proceed with any potential business combination. There is no certainty, however, that any~~ of ~~our~~the ~~key~~acquired ~~personnel~~companies ~~will remain~~in ~~with~~a ussingle ~~after~~operating ~~the completion of our initial~~ business ~~combination~~. WeIf ~~cannot~~we ~~assure~~are ~~you~~unable ~~that~~to ~~any of our key personnel will~~adequately ~~remain~~address inthese ~~senior~~risks, ~~management~~it orcould ~~advisory~~negatively ~~positions~~impact ~~with us. The determination as to whether any of~~ our ~~key~~profitability ~~personnel~~and ~~will~~results ~~remain with us will be made at the time~~ of ~~our initial business combination~~operations.

We may ~~have~~attempt ~~limited~~to ~~ability~~complete toour ~~assess the~~initial ~~management~~business ofcombination with a ~~prospective~~private ~~target~~company ~~business~~about ~~and,~~which aslittle ainformation ~~result~~is available, which may ~~effect~~result ~~our~~in ~~initial~~a business combination with a ~~target~~company ~~business whose~~that ~~management~~is ~~may~~ not ~~have~~as ~~the~~profitable ~~skills,~~as ~~qualifications~~we orsuspected, ~~abilities~~if toat ~~manage a public company~~all.

~~When evaluating the~~In ~~desirability~~pursuing ~~of effecting~~ our ~~initial~~acquisition ~~business~~strategy, ~~combination~~we ~~with~~may aseek ~~prospective~~to ~~target~~effectuate ~~business,~~ our ~~ability~~initial ~~to assess the target~~ business’s ~~management~~combination ~~may~~with ~~be limited due to~~ a ~~lack~~privately ofheld ~~time,~~company. ~~resources~~Very little orpublic information. ~~Our~~generally ~~assessment~~exists ofabout ~~the~~private ~~capabilities of the target’s management~~companies, ~~therefore, may prove to be incorrect~~ and ~~such management may lack the skills, qualifications or abilities~~ we ~~suspected.~~could ~~Should~~be ~~the~~required ~~target’s~~to ~~management~~make ~~not~~our ~~possess~~decision ~~the~~on ~~skills,~~whether ~~qualifications or abilities necessary~~ to ~~manage~~pursue a ~~public~~potential ~~company,~~initial ~~the~~business ~~operations~~combination ~~and~~on ~~profitability of~~ the ~~post-combination~~basis ~~business~~of ~~may~~limited ~~be negatively impacted. Accordingly~~information, ~~shareholders~~ ~~who~~which ~~choose~~may toresult ~~remain~~in ~~shareholders~~a ~~following our initial~~ business combination with ~~could suffer~~ a ~~reduction~~company inthat ~~the~~is ~~value of~~not ~~their~~as ~~securities.~~profitable ~~Such~~as ~~shareholders~~we ~~are~~suspected, ~~unlikely~~if toat ~~have a remedy for such reduction in value~~all.

The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The departure of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. 20

Our management ~~officers~~may ~~and~~not ~~directors~~be ~~will~~able ~~allocate their time~~ to ~~other~~maintain ~~businesses~~control ~~thereby~~of ~~causing~~a ~~conflicts~~target ofbusiness ~~interest~~after inour ~~their~~initial ~~determination~~business ascombination. toWe ~~how~~cannot ~~much~~provide assurance ~~time~~that, toupon ~~devote~~loss toof ~~our affairs.~~control ~~This~~of ~~conflict~~a oftarget ~~interest~~business, ~~could~~new ~~have~~management awill ~~negative~~possess ~~impact~~the onskills, ~~our~~qualifications ~~ability~~or abilities necessary to ~~complete~~profitably ~~our~~operate ~~initial~~such business ~~combination~~.

~~Our~~We may ~~officers~~structure ~~and~~our ~~directors~~initial business combination so that the post-transaction company in which our public shareholders own shares ~~are~~will ~~not~~own ~~required~~less tothan 100% of the equity interests or assets of a target business, ~~and~~but we will ~~not,~~complete ~~commit~~such ~~their~~business ~~full~~combination only ~~time~~if tothe ~~our~~post-transaction ~~affairs,~~company ~~which~~owns ~~may~~or ~~result~~acquires in50% aor ~~conflict~~more of ~~interest~~the inissued ~~allocating their~~and ~~time~~outstanding ~~between~~voting ~~our~~securities ~~operations~~of ~~and~~the ~~our~~target or ~~search~~otherwise ~~for~~acquires a ~~business~~controlling ~~combination~~interest ~~and~~in ~~their~~the ~~other~~target ~~businesses.~~sufficient Wefor dous not ~~intend~~to be required to ~~have~~register as an investment company under the Investment Company Act. We will not consider any ~~full~~transaction that does not meet such criteria. Even if the post-~~time~~transaction company ~~employees~~owns ~~prior~~50% toor more of the ~~completion~~voting securities of the target, our shareholders prior to our initial business combination. ~~Each~~may collectively ofown ~~our~~a ~~officers~~minority isinterest ~~engaged~~ in ~~several other~~the post business ~~endeavors~~combination ~~for~~company, ~~which~~depending heon ~~may~~valuations beascribed ~~entitled~~ to ~~substantial~~the ~~compensation~~ target and ~~our~~us ~~officers~~in ~~are~~the ~~not~~business ~~obligated~~combination totransaction. ~~contribute any~~For ~~specific~~example, ~~number~~we ofcould ~~hours~~pursue ~~per~~a ~~week~~transaction toin ~~our~~which ~~affairs.~~we ~~Our~~issue ~~independent~~a ~~directors~~substantial ~~also~~number of ~~serve~~new asordinary ~~officers~~shares in exchange for all of the issued and ~~board~~outstanding ~~members~~capital ~~for~~stock ~~other entities~~of a target. IfIn ~~our~~this ~~officers’~~case, ~~and~~we ~~directors’~~would ~~other~~acquire a ~~business~~100% ~~affairs~~interest ~~require~~in ~~them~~the totarget. ~~devote~~However, as a result of the issuance of a substantial ~~amounts~~number of ~~time~~new ordinary shares, our shareholders immediately prior to such ~~affairs~~transaction incould ~~excess~~own less than a majority of ~~their~~our ~~current~~issued ~~commitment~~and ~~levels~~outstanding ordinary shares subsequent to such transaction. In addition, itother ~~could~~minority ~~limit~~shareholders ~~their~~may ~~ability~~subsequently tocombine ~~devote~~their ~~time~~holdings toresulting ~~our~~in ~~affairs,~~a ~~which~~single person ~~may~~or ~~have~~group obtaining a ~~negative~~larger ~~impact~~share onof the company’s stock than we initially acquired. Accordingly, this may make it more likely that our ~~ability~~management will not be able to ~~complete~~maintain our ~~initial~~control ~~business~~of ~~combination~~the target business.

19We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree.

~~Certain~~Our amended ofand ~~our~~restated ~~officers~~memorandum and ~~directors~~articles of association do not provide a specified maximum redemption threshold, except that ~~are~~in ~~now~~no event will we redeem our public shares in an amount that would cause our net tangible assets, ~~and~~after ~~all~~payment of ~~them~~the deferred underwriting commissions, to be less than $5,000,001 (such 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 ~~future~~agreement ~~become~~relating to our initial business combination. As a result, ~~affiliated~~we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with ~~entities~~the ~~engaged~~transaction inand have redeemed their shares or, if we seek shareholder approval of our initial business ~~activities~~combination ~~similar~~and todo ~~those~~not ~~intended~~conduct redemptions in connection with our initial business combination pursuant to bethe ~~conducted~~tender byoffer usrules, ~~and~~have entered into privately negotiated agreements to sell their shares to our sponsor, ~~accordingly~~officers, directors, ~~may~~advisors ~~have~~or ~~conflicts~~any of ~~interest~~their inaffiliates. ~~determining~~In the event the aggregate cash consideration we would be required to ~~which~~pay ~~entity~~for all aordinary ~~particular~~shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business ~~opportunity~~combination exceed the aggregate amount of cash available to us, we will not complete the business ~~should~~combination or redeem any shares, all ordinary shares submitted for redemption will be ~~presented~~returned to the holders thereof, and we instead may search for an alternate business combination.

~~Following the completion~~In oforder ~~our~~to ~~initial~~effectuate ~~public~~an ~~offering and until we consummate our~~ initial business combination, weblank ~~have~~check ~~engaged~~companies ~~and~~have, ~~will~~in ~~continue~~the topast, ~~engage in~~amended ~~the~~various ~~business~~provisions of ~~identifying~~their charters and ~~combining~~modified ~~with~~governing ~~one or more businesses~~instruments. ~~Our~~We ~~sponsor~~cannot ~~and~~assure ~~officers~~you ~~and~~that ~~directors~~we ~~are,~~will ornot ~~may~~seek ~~in the~~to ~~future~~amend ~~become,~~our ~~affiliated~~amended ~~with~~and ~~entities~~restated ~~that are engaged in a similar business,~~ memorandum and ~~they~~articles ~~are~~of ~~not~~association ~~prohibited from sponsoring,~~ or ~~otherwise~~governing ~~becoming~~instruments ~~involved~~in ~~with,~~a ~~other~~manner ~~blank~~that ~~check~~will ~~companies~~make ~~prior~~it toeasier for us ~~completing~~to complete our initial business combination. ~~Moreover, certain~~that ofsome ~~our officers and directors have time and attention requirements for investment funds~~ of ~~which affiliates of~~ our ~~sponsor are~~shareholders ~~the~~may ~~investment~~not ~~managers~~support.

~~Our~~In order ~~officers~~to ~~and~~effectuate ~~directors also~~a ~~may~~business ~~become~~combination, ~~aware~~blank ofcheck ~~business~~companies ~~opportunities~~have, ~~which~~in ~~may~~the bepast, ~~appropriate~~amended ~~for~~various ~~presentation~~provisions toof ustheir charters and modified governing instruments. For example, blank check companies have amended the ~~other~~definition ~~entities~~of tobusiness ~~which~~combination, increased ~~they~~redemption ~~owe~~thresholds ~~certain~~and ~~fiduciary~~changed orindustry ~~contractual duties~~focus. ~~Accordingly,~~We ~~they~~cannot ~~may~~assure ~~have~~you ~~conflicts~~that ofwe ~~interest~~will innot ~~determining~~seek to ~~which~~amend ~~entity a~~our ~~particular~~amended ~~business~~and ~~opportunity~~restated memorandum ~~should~~and bearticles ~~presented.~~of ~~These~~association ~~conflicts~~or ~~may~~governing ~~not~~instruments bein ~~resolved~~order into effectuate our ~~favor~~initial ~~and~~business acombination, ~~potential target~~though ~~business~~amending ~~may~~our beamended ~~presented~~and torestated ~~other~~memorandum ~~entities~~and ~~prior~~articles toof ~~its~~association ~~presentation~~will torequire ~~us,~~at ~~subject~~least toa ~~his~~special orresolution ~~her~~of ~~fiduciary~~our ~~duties~~shareholders as ~~under~~a matter of Cayman Islands law.

~~EMS~~Certain provisions ~~Capital~~of LPour amended and ~~its~~restated ~~personnel~~memorandum and articles of association that relate to our pre-business combination activity ~~are~~(and ~~subject~~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 ~~extensive~~amend ~~regulatory~~our ~~requirements~~amended and ~~oversight~~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.

~~EMS~~Some other ~~Capital LP~~blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including isthose anwhich ~~investment~~relate ~~manager~~to ~~and~~a company’s pre-business combination activity, aswithout ~~such~~approval by holders of a certain percentage of the company’s shares. In those companies, itamendment of these provisions typically requires approval by holders holding between 90% and ~~its~~100% ~~personnel~~of ~~are~~the ~~subject~~company’s public shares. Our amended and restated memorandum and articles of association provide that any provisions, including those related to ~~extensive~~pre-business ~~regulation~~combination activity (including the requirement to deposit proceeds of our initial public offering and ~~oversight~~the bysale of the ~~SEC~~private placement of warrants into the trust account and ~~other~~not release such amounts ~~regulatory~~except ~~authorities~~in specified circumstances), ~~including~~may ~~requirements~~be ~~under~~amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the ~~Investment~~trust ~~Advisers~~agreement ~~Act~~governing the release of ~~1940~~funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. ~~Any~~Our ~~violations~~initial shareholders, who collectively beneficially own 27% of our ordinary shares, may participate in any vote to amend our amended and restated memorandum and articles of association and/or ~~alleged~~trust ~~allegations~~agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the byprovisions ~~EMS~~of ~~Capital LP~~our oramended ~~its~~and ~~personnel~~restated memorandum and articles of ~~these~~association ~~regulatory~~which ~~requirements~~govern ~~could~~our ~~harm~~pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete anour initial business combination with which you do not agree. However, our amended and restated memorandum and articles of association prohibit any amendment (a) that would modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by April 8, ~~including~~2021 (or such later date as may be approved by ~~making~~our ~~prospective~~shareholders ~~target~~in ~~companies~~accordance ~~less~~with ~~likely~~our amended and restated memorandum and articles of association) or (b) with respect to ~~consummate~~any aother provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide public shareholders with the opportunity to redeem 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 their 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.

~~Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.~~ 21

We ~~have not adopted~~ amay ~~policy~~be ~~that~~unable ~~expressly~~to ~~prohibits~~obtain ~~our~~additional ~~directors,~~financing ~~officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment~~ to becomplete ~~acquired~~our orinitial ~~disposed~~business ofcombination ~~by us~~ or ~~in any transaction~~ to ~~which~~fund wethe ~~are~~operations aand ~~party or have~~growth anof ~~interest. In fact, we may enter into~~ a ~~business combination with a~~ target business ~~that is affiliated with our sponsor~~, ~~our directors~~which orcould ~~officers,~~compel ~~although~~us ~~we do not intend~~ to dorestructure ~~so.~~or ~~Nor~~abandon ~~do we have~~ a ~~policy~~particular ~~that expressly prohibits any such persons from engaging for their own account in~~ business ~~activities of the types conducted by us~~combination. ~~Accordingly, such persons or entities may have a conflict between their interests and ours.~~

InIf the ~~particular,~~net ~~affiliates~~ proceeds of our ~~sponsor~~initial ~~have~~public ~~invested~~offering inand ~~industries~~the assale ~~diverse~~of asthe ~~consumer,~~private ~~media &~~placement ~~entertainment,~~warrants ~~telecommunications~~prove ~~and~~to ~~technology~~be insufficient, either ~~industrials,~~because ~~energy,~~of ~~financial~~the ~~services,~~size ~~insurance~~of our initial business combination, ~~agribusiness~~the depletion of the available net proceeds in search of a target business, the ~~vineyards~~obligation ~~and~~to ~~real~~redeem ~~estate.~~for Ascash a ~~result~~significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, ~~there~~we may be ~~substantial~~required to seek additional financing or to abandon the proposed business combination. We cannot assure ~~overlap~~you ~~between~~that ~~companies~~such financing will be available on acceptable terms, if at all. To the extent that ~~would~~additional financing proves to be unavailable awhen ~~suitable~~needed to complete our initial business combination, ~~for~~we uswould ~~and~~be ~~companies~~compelled to either restructure the transaction or abandon that ~~would~~particular ~~make~~business combination and seek an ~~attractive~~alternative target business candidate. In addition, even if we do ~~for~~not need additional financing to complete our initial business combination, we may require such ~~other~~financing ~~affiliates~~to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.

WeOur initial ~~may~~shareholders ~~engage~~hold in a ~~business~~substantial ~~combination with~~interest ~~one~~in orus. ~~more~~As ~~target~~a ~~businesses~~result, ~~that~~they ~~have~~may ~~relationships~~exert ~~with~~a ~~entities~~substantial ~~that~~influence ~~may~~on beactions ~~affiliated~~requiring shareholder ~~with our sponsor~~vote, ~~officers~~potentially orin ~~directors which~~a ~~may~~manner ~~raise~~that ~~potential~~you ~~conflicts~~do ofnot ~~interest~~support.

~~In light of the involvement~~Our ofinitial ~~our~~shareholders ~~sponsor,~~collectively ~~officers~~beneficially ~~and~~own ~~directors~~27% ~~with~~of ~~other entities, we may decide to acquire one or more businesses affiliated with~~ our ~~sponsor,~~ ~~officers~~issued and ~~directors.~~outstanding ~~Our~~ordinary ~~officers~~shares. ~~and~~As ~~directors~~a ~~also~~result ~~serve~~of astheir ~~officers~~substantial ownership ~~and~~in ~~board~~our ~~members~~company, ~~for~~our ~~other~~initial ~~entities.~~shareholders ~~Such entities~~ may ~~compete~~exert ~~with~~a ussubstantial ~~for~~influence ~~business~~on ~~combination~~actions ~~opportunities.~~requiring ~~Although~~a weshareholder ~~will not be specifically focusing on~~vote, ~~or targeting, any~~ ~~transaction~~potentially ~~with~~in ~~any affiliated entities, we would pursue such~~ a ~~transaction~~manner ifthat weyou ~~determined~~do ~~that~~not ~~such~~support, ~~affiliated~~including ~~entity~~amendments ~~met~~to our ~~criteria~~ ~~for~~amended aand ~~business~~restated ~~combination~~memorandum and ~~such~~articles ~~transaction~~of ~~was~~association and ~~approved~~approval ~~by a majority~~ of ~~our~~major ~~independent~~corporate ~~and disinterested directors~~transactions. ~~Despite~~ If our ~~agreement~~initial toshareholders ~~obtain~~purchase anany ~~opinion~~additional ~~from~~ordinary anshares ~~independent~~in ~~investment~~the ~~banking~~aftermarket or ~~firm~~in ~~that~~privately isnegotiated ~~a member of FINRA~~transactions, orthis ~~from~~would anincrease ~~independent accounting~~their ~~firm,~~influence ~~regarding~~over ~~the~~these ~~fairness~~actions. toAccordingly, our ~~company~~initial ~~from~~shareholders will aexert ~~financial~~significant ~~point~~influence ofover ~~view~~actions ofrequiring a ~~business~~shareholder ~~combination~~vote ~~with~~at ~~one~~least oruntil ~~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~~completion of ~~the business combination may not be as advantageous to~~ our ~~public~~initial ~~shareholders as they~~business ~~would be absent any conflicts of interest~~combination.

~~Since~~We may ~~our~~amend ~~initial~~the ~~shareholders~~terms ~~will lose~~of ~~their~~the ~~entire~~warrants ~~investment~~ in usa ifmanner ~~our~~that ~~initial~~may ~~business~~be ~~combination~~adverse isto ~~not~~holders ~~completed,~~of apublic ~~conflict~~warrants ofwith ~~interest~~the ~~may~~approval ~~arise~~by inthe ~~determining~~holders ~~whether~~of aat ~~particular~~least ~~business~~a ~~combination~~majority ~~target~~of isthe ~~appropriate~~then ~~for~~outstanding ~~our~~public ~~initial business combination~~warrants.

~~In December 2018,~~Our ~~our~~warrants ~~sponsor~~were ~~subscribed~~issued ~~for~~in anregistered ~~aggregate~~form ofunder 7a warrant agreement between Continental Stock Transfer & Trust Company,~~187~~ as warrant agent,~~500~~ ~~founder~~and ~~shares~~us. ~~for~~The anwarrant ~~aggregate~~agreement ~~purchase~~provides ~~price~~that the terms of ~~$25,000,~~the orwarrants ~~approximately~~may be amended without the consent of ~~$0.003~~any ~~per~~holder ~~share.~~to Incure ~~March 2019,~~any ~~our~~ambiguity ~~sponsor~~or ~~transferred~~correct 25any defective provision,~~000~~ ~~founder~~but ~~shares~~requires tothe ~~each~~approval ofby ~~two~~the holders of ~~our~~at ~~independent~~least ~~directors~~a majority ~~and~~of ~~40,000~~the ~~founder~~then ~~shares~~outstanding topublic ~~our~~warrants ~~third~~to ~~independent~~make ~~director.~~any ~~The~~change ~~founder~~that ~~shares~~adversely ~~will~~affects bethe ~~worthless~~interests ifof wethe doregistered ~~not~~holders ~~complete~~of ~~an initial~~public ~~business combination~~warrants. ~~In addition~~Accordingly, ~~our~~we ~~sponsor~~may ~~purchased~~amend anthe ~~aggregate~~terms of ~~7,750,000~~the ~~private~~public ~~placement~~ warrants ~~for~~in a ~~purchase~~manner ~~price~~ adverse to a holder if holders of ~~$7,750,000~~at inleast a majority of the ~~aggregate,~~then oroutstanding $1public warrants approve of such amendment.00 ~~per~~Although ~~warrant,~~our ~~that~~ability ~~will~~to ~~also~~amend bethe ~~worthless~~terms ifof wethe dopublic warrants ~~not~~with ~~complete~~the consent of at least a ~~business~~majority ~~combination. Each~~of ~~private~~the ~~placement~~then ~~warrant~~outstanding ~~may~~public warrants is unlimited, examples of such amendments could be ~~exercised~~amendments ~~for~~to, ~~one~~among ~~ordinary~~other ~~share~~things, atincrease athe exercise price of ~~$11.50~~the ~~per share~~warrants, ~~subject~~shorten tothe ~~adjustment~~exercise period or decrease the number of ordinary shares purchasable upon exercise of a warrant.

20 22

The founder shares are identical to the ordinary shares included in the units sold in our initial public offering except that: (1) the founder shares are subject to certain transfer restrictions; (2) our initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed (A~~) to waive their redemption rights with respect to their founder shares and any public~~ ~~shares~~provision ~~held by them in connection with the completion~~ of our ~~initial~~warrant ~~business~~agreement ~~combination~~may ~~and~~make ~~(B) to~~it ~~waive~~more ~~their~~difficult ~~rights~~for ~~to liquidating~~us ~~distributions from the trust account with respect~~ to ~~their~~consummate ~~founder~~an ~~shares if we fail to complete our~~ initial business ~~combination~~ ~~by April 8, 2021 (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business~~ combination ~~within the prescribed time frame); and (3) the founder shares are entitled to registration rights~~. ~~In addition, our officers and directors have entered into letter agreements similar to the one signed by our initial shareholders with respect to any public shares acquired by them, if any.~~

~~The personal and financial~~Unlike ~~interests~~most ofblank ~~our~~check ~~sponsor~~companies, officers and directors 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 become more acute as April 8, 2021 nears, which is the deadline for the completion of our initial business combination.if

We(i) ~~may~~we issue ~~notes~~additional ordinary shares or ~~other~~equity-linked ~~debt~~ securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price, or ~~otherwise~~the ~~incur~~Newly ~~substantial~~Issued ~~debt~~Price, toof ~~complete~~less athan $9.20 per ordinary share; (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, ~~which~~on ~~may~~the ~~adversely~~date ~~affect~~of the consummation of our ~~leverage~~initial ~~and financial~~business ~~condition~~combination ~~and~~(net ~~thus~~of ~~negatively~~redemptions); ~~impact~~and (iii) the ~~value~~volume weighted average trading price of our ~~shareholders’~~ordinary ~~investment~~shares induring usthe 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination, or the Market Value, is below $9.20 per share,

~~We may choose to incur~~then ~~substantial~~the ~~debt~~exercise toprice ~~complete~~of ~~our~~the ~~initial~~warrants ~~business~~will ~~combination.~~be Weadjusted ~~have~~to ~~agreed~~be ~~that~~equal weto ~~will~~115% ~~not~~of ~~incur~~the ~~any~~higher ~~indebtedness~~of ~~unless~~the ~~we have~~Market ~~obtained~~Value ~~from~~and the ~~lender~~Newly aIssued Price, ~~waiver~~and ofthe ~~any~~$18.00 ~~right,~~per ~~title,~~share ~~interest~~redemption ortrigger ~~claim~~price ofwill ~~any~~be ~~kind~~adjusted ~~in or~~ (to the ~~monies~~nearest ~~held~~cent) into ~~the~~be ~~trust account.~~equal Asto ~~such,~~180% noof ~~issuance~~the higher of ~~debt~~the ~~will~~Market ~~affect~~Value and the ~~per-share~~Newly ~~amount~~Issued ~~available~~Price. ~~for~~This ~~redemption~~may ~~from~~make ~~the~~it ~~trust~~more ~~account.~~difficult ~~Nevertheless, the~~for ~~incurrence~~us ofto ~~debt~~consummate ~~could~~an ~~have~~initial abusiness ~~variety~~combination with ofa ~~negative~~target ~~effects, including:~~business.

•We may ~~default~~redeem ~~and~~your ~~foreclosure~~unexpired onwarrants ~~our~~prior ~~assets~~to iftheir ~~our~~exercise ~~operating~~at ~~revenues~~a ~~after~~time anthat ~~initial~~is ~~business~~disadvantageous ~~combination are insufficient~~ to ~~repay~~you, ~~our~~thereby ~~debt~~making ~~obligations;~~your warrants worthless.

•We have ~~acceleration~~the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant; provided that the last reported sales price of our ~~obligations~~ordinary toshares ~~repay~~equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the ~~indebtedness~~like) for ~~even~~any if20 trading days within a 30 trading-day period ending on the third trading day prior to the date we ~~make~~send ~~all~~the ~~principal~~notice ~~and~~of redemption ~~interest~~to ~~payments~~the warrant holders. If and when ~~due~~the warrants become redeemable by us, we may exercise our redemption right even if we ~~breach~~are ~~certain~~unable ~~covenants~~to ~~that~~register ~~require~~or qualify the ~~maintenance~~underlying securities for sale under all applicable state securities laws. Redemption of ~~certain~~the ~~financial~~outstanding ~~ratios~~warrants orcould ~~reserves~~force ~~without~~you to: (1) exercise your warrants and pay the exercise price therefor at a ~~waiver~~time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or ~~renegotiation~~(3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of ~~that~~your ~~covenant;~~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.

•Our warrants ~~our~~and ~~immediate~~founder ~~payment~~shares ofmay ~~all~~have ~~principal~~an ~~and~~adverse ~~accrued~~effect ~~interest,~~on ifthe ~~any,~~market ifprice ~~the~~of ~~debt~~our ~~security~~ordinary isshares ~~payable~~and onmake ~~demand;~~it more difficult to effectuate our initial business combination.

•We issued warrants to purchase 14,375,000 ordinary shares, at a price of $11.50 per whole share (subject to adjustment), as part of the units sold in our ~~inability~~initial public offering and an aggregate of 7,750,000 private placement warrants, each exercisable to purchase ~~obtain~~one ~~necessary~~ordinary ~~additional~~share ~~financing~~at a price of $11.50 per share, subject to adjustment. Our initial shareholders currently hold 7,187,500 founder shares. In addition, if ~~the~~our ~~debt~~sponsor, ~~security~~an ~~contains~~affiliate ~~covenants~~of ~~restricting~~our sponsor or certain of our ~~ability~~officers and directors make any working capital loans, up to ~~obtain~~$1,500,000 of such ~~financing~~loans ~~while~~may be converted into warrants, at the ~~debt~~price ~~security~~of is$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 ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional ordinary shares upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued and outstanding; ordinary shares and reduce the value of the ordinary shares issued to complete the business transaction. Therefore, our warrants and founder shares may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

•The private ~~our~~placement ~~inability~~warrants are identical to ~~pay~~the ~~dividends~~warrants onsold as part of the units in our initial public offering except that, so long as they are held by our sponsor or its permitted transferees: (1) they will not be redeemable by us; (2) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

•A market ~~using~~for ~~a substantial portion of~~ our ~~cash~~securities ~~flow~~may tonot ~~pay~~fully ~~principal~~develop ~~and~~or ~~interest~~be ~~on our debt~~sustained, which ~~will~~would ~~reduce~~adversely affect the ~~funds~~liquidity ~~available~~and ~~for~~price ~~dividends~~of on our ~~ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;~~securities.

•The price ~~limitations~~of on our ~~flexibility~~securities inmay ~~planning~~vary ~~for~~significantly due to one or more potential business combinations and ~~reacting~~general tomarket ~~changes~~or ineconomic conditions. An active trading market for our ~~business~~securities may not fully develop or be sustained. Additionally, if our securities become delisted from the NYSE for any reason, and inare quoted on the ~~industry~~OTC inPink ~~which~~Sheets, an inter-dealer automated quotation system for equity securities not listed on a national exchange, the liquidity and price of our securities may be more limited than if we ~~operate;~~were listed on the NYSE or another national exchange. You may be unable to sell your securities unless a market can be fully developed and sustained.

~~• increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and~~ 23

•Because we ~~limitations~~must onfurnish our ~~ability~~shareholders towith ~~borrow~~target ~~additional~~business ~~amounts~~financial ~~for expenses~~statements, ~~capital~~we ~~expenditures,~~may ~~acquisitions,~~lose ~~debt~~the ~~service~~ability ~~requirements,~~to ~~execution~~complete ofan ~~our~~otherwise ~~strategy~~advantageous initial ~~and~~business ~~other~~combination ~~purposes~~with ~~and~~some ~~other~~prospective ~~disadvantages~~target ~~compared to our competitors who have less debt~~businesses.

21The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, U.S. GAAP or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

We are ~~may~~an beemerging ~~able~~growth tocompany ~~complete~~and ~~only~~a ~~one business~~smaller ~~combination~~reporting ~~with~~company within the ~~proceeds~~meaning of ~~our~~the ~~initial~~Securities ~~public~~Act, ~~offering~~ and ~~the~~if ~~sale~~we take advantage of ~~the~~certain ~~private~~exemptions ~~placement~~from ~~warrants,~~disclosure ~~which~~requirements ~~will cause~~available us to beemerging ~~solely~~growth ~~dependent~~companies onor asmaller ~~single~~reporting ~~business~~companies, ~~which~~this could ~~may~~make ~~have~~our asecurities ~~limited~~less ~~number~~attractive ofto ~~products~~investors orand ~~services.~~may ~~This~~make ~~lack~~it ofmore ~~diversification may~~difficult ~~negatively~~to ~~impact~~compare our ~~operations~~performance ~~and~~with ~~profitability~~other public companies.

We are ~~may~~an ~~effectuate~~“emerging ~~our initial~~growth ~~business~~company” ~~combination~~within ~~with~~the ameaning ~~single~~of ~~target~~the ~~business~~Securities orAct, ~~multiple~~as ~~target~~modified ~~businesses~~by ~~simultaneously~~the orJOBS ~~within~~Act, aand ~~short~~we ~~period~~may take advantage of ~~time.~~certain ~~However,~~exemptions wefrom ~~may~~various reporting requirements that are applicable to other public companies that are not beemerging ~~able~~growth companies including, but not limited to, ~~effectuate~~not ~~our~~being ~~initial~~required ~~business~~to ~~combination~~comply with ~~more~~the ~~than~~auditor ~~one~~attestation ~~target~~requirements of ~~business~~Section 404 ~~because~~ of ~~various~~the ~~factors~~Sarbanes-Oxley Act, ~~including~~reduced ~~the~~disclosure ~~existence~~obligations ofregarding ~~complex~~executive ~~accounting~~compensation ~~issues~~in our periodic reports and proxy statements, and exemptions from the ~~requirement~~requirements ~~that~~of weholding ~~prepare~~a ~~and~~nonbinding ~~file~~advisory ~~pro~~vote ~~forma~~on executive compensation ~~financial~~and ~~statements~~shareholder ~~with~~approval ~~the~~of ~~SEC~~any ~~that~~golden ~~present~~parachute ~~operating~~payments ~~results~~not ~~and~~previously ~~the~~approved. ~~financial~~As ~~condition~~a ofresult, ~~several~~our ~~target~~shareholders ~~businesses~~may asnot ifhave ~~they~~access ~~had~~to ~~been~~certain ~~operated~~information onthey amay ~~combined~~deem ~~basis~~important. ByWe ~~completing~~could ~~our~~be ~~initial~~an ~~business~~emerging ~~combination~~growth ~~with~~company ~~only~~for aup ~~single~~to ~~entity~~five ~~our~~years, ~~lack~~although ofcircumstances ~~diversification~~could ~~may~~cause ~~subject~~ us to ~~numerous~~lose ~~economic~~that status earlier, ~~competitive~~including ~~and~~if ~~regulatory~~the ~~risks.~~market ~~Further~~value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would ~~not~~no longer be ~~able~~an toemerging ~~diversify~~growth ~~our~~company ~~operations~~as orof ~~benefit~~the ~~from~~end ~~the~~of ~~possible~~such ~~spreading~~fiscal ofyear. ~~risks~~We orcannot ~~offsetting~~predict ofwhether ~~losses,~~investors ~~unlike~~will ~~other~~find ~~entities~~our ~~which~~securities ~~may~~less ~~have~~attractive ~~the~~because ~~resources~~we towill ~~complete~~rely ~~several~~on ~~business~~these ~~combinations~~exemptions. inIf ~~different~~some ~~industries~~investors orfind ~~different~~our ~~areas~~securities ofless attractive as a ~~single~~result ~~industry.~~of ~~Accordingly~~our reliance on these exemptions, the ~~prospects~~trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our ~~success~~securities may be: more volatile.

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

•Additionally, we ~~dependent~~are ~~upon~~a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the ~~development~~last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market ~~acceptance~~value of aour ~~single~~ordinary shares held by non-affiliates equals or ~~limited~~exceeds ~~number~~$700 million as of ~~products~~the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, ~~processes~~it may also make comparison of our financial statements with other public companies difficult or ~~services~~impossible.

~~This lack of diversification~~Compliance ~~may~~obligations ~~subject~~under usthe toSarbanes-Oxley ~~numerous~~Act ~~economic,~~may ~~competitive~~make ~~and~~it ~~regulatory~~more ~~risks,~~difficult ~~any~~for orus ~~all~~to ofeffectuate ~~which~~our ~~may~~initial ~~have~~business acombination, require substantial ~~adverse~~financial ~~impact upon~~and ~~the~~management ~~particular~~resources, ~~industry~~and inincrease ~~which~~the wetime ~~may~~and ~~operate~~costs ~~subsequent~~of tocompleting ~~our~~an ~~initial business combination~~acquisition.

WeSection 404 of ~~may~~the ~~attempt~~Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ended December 31, 2020. Only in the event we are deemed to ~~simultaneously~~be a large accelerated filer ~~complete~~or ~~business~~an ~~combinations~~accelerated filer would we be required to comply with ~~multiple~~the ~~prospective~~independent ~~targets~~registered public accounting firm attestation requirement on our internal control over financial reporting. Further, ~~which~~for ~~may~~as ~~hinder~~long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our ~~ability~~internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination ~~and~~may ~~give~~not ~~rise~~be toin ~~increased~~compliance ~~costs~~with ~~and~~the ~~risks~~provisions ~~that~~of ~~could~~the ~~negatively~~Sarbanes-Oxley ~~impact~~Act ~~our~~regarding ~~operations~~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 ~~profitability~~costs necessary to complete any such acquisition.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations. 24

~~We may attempt to complete our initial~~Because ~~business~~we ~~combination~~are ~~with~~incorporated aunder ~~private~~the ~~company~~laws ~~about~~of ~~which~~the ~~little~~Cayman ~~information is available~~Islands, ~~which~~shareholders may ~~result~~face difficulties in aprotecting ~~business~~their ~~combination~~interests, and ~~with~~their aability ~~company~~to ~~that~~protect istheir ~~not~~rights asthrough ~~profitable~~the asU.S. weFederal ~~suspected,~~courts ifmay atbe ~~all~~limited.

~~In pursuing our acquisition~~We ~~strategy,~~are wean ~~may~~exempted ~~seek~~company toincorporated ~~effectuate~~under ~~our~~the ~~initial~~laws ~~business~~of ~~combination~~the ~~with~~Cayman ~~a privately held company~~Islands. ~~Very~~As ~~little~~a ~~public information generally exists about private companies~~result, ~~and~~it wemay ~~could~~ be ~~required~~difficult tofor ~~make~~holders of our securities ~~decision~~to oneffect ~~whether~~service toof ~~pursue~~process awithin ~~potential~~the ~~initial business~~United ~~combination~~States onupon ~~the~~our ~~basis~~directors ofor ~~limited information~~officers, ~~which~~or ~~may~~enforce ~~result~~judgments obtained in athe ~~business~~United ~~combination~~States ~~with~~courts aagainst ~~company~~our ~~that~~directors isor ~~not as profitable as we suspected, if at all~~officers.

Our corporate ~~management~~affairs ~~may~~are ~~not~~governed by our amended and restated memorandum and articles of association, the Companies Law (as the same may be ~~able~~supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take ~~maintain~~action ~~control~~against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a ~~target~~large ~~business~~extent ~~after~~governed ~~our~~by ~~initial~~the ~~business~~common ~~combination~~law of the Cayman Islands. WeThe ~~cannot~~common ~~provide~~law ~~assurance~~of ~~that~~the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, ~~upon~~the decisions ~~loss~~of whose courts are of ~~control~~persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of aour ~~target~~directors ~~business,~~under ~~new~~Cayman ~~management~~Islands ~~will~~law ~~possess~~are different from what they would be under statutes or judicial precedent in some jurisdictions in the ~~skills~~United States. In particular, ~~qualifications~~the orCayman ~~abilities~~Islands ~~necessary~~has a different body of securities laws as compared to ~~profitably~~the ~~operate~~United States, and certain states, such as Delaware, may have more fully developed ~~business~~and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

We have ~~may~~been ~~structure~~advised by our ~~initial~~ ~~business~~Cayman ~~combination~~Islands solegal counsel that the ~~post-transaction~~courts ~~company~~of inthe ~~which~~Cayman ~~our~~Islands ~~public~~are ~~shareholders~~unlikely ~~own~~(1) to ~~shares~~recognize or ~~will~~enforce ~~own~~against ~~less~~us ~~than 100%~~judgments of ~~the~~courts ~~equity interests or assets~~ of athe ~~target~~United ~~business,~~States ~~but~~predicated weupon ~~will~~the ~~complete~~civil ~~such~~liability ~~business~~provisions ~~combination~~of ~~only if~~ the ~~post-transaction~~federal securities ~~company~~laws ~~owns~~of orthe ~~acquires~~United ~~50%~~States or ~~more~~any ofstate; ~~the issued~~ and ~~outstanding~~(2) in ~~voting~~original ~~securities~~actions ofbrought in the ~~target~~Cayman orIslands, ~~otherwise~~to ~~acquires~~impose ~~a controlling~~liabilities ~~interest~~against inus ~~the~~predicated ~~target~~upon ~~sufficient~~the ~~for~~civil usliability ~~not~~provisions toof bethe ~~required~~federal tosecurities ~~register~~laws asof anthe ~~investment~~United ~~company~~States ~~under~~or ~~the~~any ~~Investment~~state, ~~Company Act.~~so Wefar ~~will~~as ~~not~~the ~~consider~~liabilities ~~any~~imposed ~~transaction~~by ~~that~~those ~~does~~provisions ~~not~~are ~~meet~~penal ~~such~~in ~~criteria~~nature. ~~Even~~In ifthose ~~the~~circumstances, ~~post-transaction~~although ~~company~~there ~~owns~~is ~~50%~~no orstatutory enforcement ~~more~~in of the ~~voting~~Cayman ~~securities~~Islands of ~~the~~judgments ~~target,~~obtained ~~our~~in ~~shareholders~~the ~~prior~~United toStates, ~~our~~the ~~initial~~courts ~~business~~of ~~combination~~the ~~may~~Cayman ~~collectively~~Islands ~~own~~will ~~a minority~~recognize ~~interest~~and inenforce ~~the~~a ~~post~~foreign ~~business~~money ~~combination~~judgment ~~company,~~of ~~depending~~a onforeign ~~valuations~~court ~~ascribed~~of tocompetent ~~the~~jurisdiction ~~target~~without ~~and~~retrial uson in the ~~business~~merits ~~combination transaction.~~based ~~For~~on ~~example,~~the weprinciple that ~~could pursue~~ a ~~transaction~~judgment inof ~~which~~a wecompetent ~~issue~~foreign acourt ~~substantial~~imposes ~~number~~upon ofthe ~~new~~judgment ~~ordinary~~debtor ~~shares~~an inobligation ~~exchange for~~to ~~all~~pay of the ~~issued~~sum ~~and~~for ~~outstanding~~which ~~capital~~judgment has ~~stock~~been ofgiven aprovided ~~target.~~certain Inconditions ~~this~~are ~~case,~~met. weFor ~~would~~a ~~acquire~~foreign ajudgment ~~100%~~to ~~interest~~be enforced in the ~~target. However~~Cayman Islands, assuch ajudgment must ~~result~~be offinal ~~the~~and ~~issuance~~conclusive ofand for a ~~substantial~~liquidated ~~number~~sum, ofand ~~new~~must ~~ordinary~~not ~~shares,~~be ~~our~~in ~~shareholders~~respect ~~immediately~~of ~~prior~~taxes toor ~~such transaction~~a ~~could~~fine ~~own~~or ~~less~~penalty, ~~than~~inconsistent with a ~~majority~~Cayman Islands judgment in respect of ~~our~~the ~~issued~~same ~~and~~matter, ~~outstanding~~impeachable ~~ordinary~~on ~~shares~~the ~~subsequent~~grounds toof ~~such~~fraud ~~transaction.~~or Inobtained ~~addition~~in a manner, or ~~other~~be ~~minority~~of ~~shareholders~~a ~~may~~kind ~~subsequently~~the ~~combine~~enforcement ~~their~~of ~~holdings~~which ~~resulting~~is, incontrary ato ~~single~~natural ~~person~~justice or ~~group~~the ~~obtaining~~public apolicy ~~larger share~~ of the ~~company’s~~Cayman ~~stock~~Islands ~~than~~(awards weof ~~initially~~punitive or ~~acquired.~~multiple ~~Accordingly,~~damages ~~this~~ may ~~make~~well itbe ~~more~~held ~~likely~~to ~~that~~be ~~our~~contrary ~~management~~to ~~will~~public ~~not be~~policy). ~~able~~A toCayman ~~maintain~~Islands ~~our~~Court ~~control~~may ofstay ~~the~~enforcement ~~target~~proceedings if ~~business~~concurrent proceedings are being brought elsewhere.

22As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of our board of directors or controlling shareholders than they would as public shareholders of a United States company.

WeProvisions in doour ~~not~~amended ~~have~~and arestated ~~specified~~memorandum ~~maximum redemption~~and ~~threshold.~~articles ~~The~~of ~~absence~~association ofmay ~~such~~inhibit a ~~redemption~~takeover ~~threshold~~of ~~may~~us, ~~make~~which itcould ~~possible~~limit ~~for~~the usprice toinvestors might ~~complete~~be awilling ~~business~~to ~~combination with~~pay ~~which~~in athe ~~substantial~~future ~~majority~~for of our ~~shareholders~~ordinary doshares ~~not~~and ~~agree~~could entrench management.

Our amended and restated memorandum and articles of association docontain ~~not~~provisions ~~provide a specified maximum redemption threshold, except~~ that inmay nodiscourage ~~event~~unsolicited ~~will~~takeover weproposals ~~redeem our public shares in an amount~~ that ~~would~~shareholders ~~cause~~may ~~our~~consider ~~net tangible assets, after payment of the deferred underwriting commissions,~~ to be ~~less~~in ~~than~~their ~~$5,000,001~~best ~~(such~~interests. ~~that~~These weprovisions doinclude ~~not~~two-year ~~then~~director ~~become~~terms ~~subject~~and to the ~~SEC’s “penny stock’ rules), or any~~ability ~~greater~~of ~~net tangible asset or cash requirement that may be contained in the agreement relating to~~ our ~~initial~~board ~~business~~of ~~combination. As~~directors ~~a result, we may be able~~ to ~~complete~~designate ~~our~~the ~~initial~~terms ~~business~~of ~~combination~~and ~~even~~issue ~~though~~new aseries ~~substantial majority~~ of ~~our~~preferred ~~public shareholders do not agree with the transaction and have redeemed their~~ shares or, ifwhich wemay ~~seek~~make ~~shareholder~~more ~~approval~~difficult ~~of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to~~ the ~~tender offer rules, have entered~~ ~~into~~removal ~~privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any~~ of ~~their~~management ~~affiliates. In~~and ~~the~~may ~~event~~discourage ~~the~~transactions ~~aggregate cash consideration we would be required to pay for all ordinary shares~~ that ~~are~~otherwise ~~validly~~could ~~submitted~~involve ~~for redemption~~payment ~~plus any amount required to satisfy cash conditions pursuant to the terms~~ of ~~the~~a ~~proposed~~premium ~~business~~over ~~combination~~prevailing ~~exceed~~market ~~the~~prices ~~aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all ordinary shares submitted~~ for ~~redemption~~our ~~will be returned to the holders thereof, and we instead may search for an alternate business combination~~securities.

InAfter our ~~order to effectuate an~~ initial business combination, ~~blank~~it ~~check~~is ~~companies~~possible ~~have,~~that ina ~~the~~majority ~~past, amended various provisions~~ of ~~their~~our ~~charters~~directors and ~~modified~~officers ~~governing instruments. We cannot assure you that we~~ will ~~not~~live ~~seek~~outside tothe ~~amend~~United ~~our amended~~ States and ~~restated~~all ~~memorandum~~of ~~and~~our ~~articles~~assets ofwill ~~association or~~be ~~governing~~located ~~instruments~~outside inthe aUnited ~~manner~~States; ~~that~~therefore ~~will~~investors ~~make~~may itnot ~~easier~~be ~~for~~able us to ~~complete~~enforce ~~our~~federal ~~initial business combination that some of~~securities ~~our~~laws ~~shareholders~~or ~~may~~their ~~not~~other ~~support~~legal rights.

InIt is ~~order~~possible tothat ~~effectuate a~~after our initial business combination, ~~blank~~a ~~check~~majority ~~companies~~of ~~have,~~our indirectors ~~the~~and ~~past,~~officers ~~amended~~will ~~various~~reside ~~provisions~~outside of ~~their~~the ~~charters~~United States and ~~modified~~all ~~governing instruments.~~of ~~For~~our ~~example,~~assets ~~blank~~will ~~check~~be ~~companies~~located ~~have~~outside ~~amended~~of the ~~definition~~United ofStates. ~~business~~As ~~combination~~a result, ~~increased~~it ~~redemption~~may ~~thresholds and~~be ~~changed~~difficult, ~~industry~~or ~~focus.~~in Wesome ~~cannot~~cases not ~~assure~~possible, ~~you~~for ~~that~~investors wein ~~will~~the ~~not~~United ~~seek~~States to ~~amend~~enforce ~~our~~their ~~amended~~legal ~~and~~rights, ~~restated~~to ~~memorandum~~effect ~~and~~service ~~articles~~ of ~~association~~process orupon ~~governing~~all ~~instruments~~of ~~in order to effectuate~~ our ~~initial~~directors or ~~business~~officers ~~combination,~~or ~~though~~to ~~amending~~enforce ~~our~~judgments ~~amended~~of ~~and restated~~United ~~memorandum~~States ~~and~~courts ~~articles~~predicated ofupon ~~association~~civil ~~will~~liabilities ~~require~~and atcriminal ~~least~~penalties aon ~~special resolution of~~ our ~~shareholders~~directors and asofficers aunder ~~matter~~United ofStates ~~Cayman Islands law~~laws.

Certain provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial business combination that some of our shareholders may not support. 25

~~Some other blank check~~Our ~~companies~~search ~~have~~for a ~~provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-~~business combination ~~activity~~, ~~without approval by holders of a certain percentage of the company’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 provide that~~ any ~~provisions, including~~target ~~those related to pre-~~business ~~combination~~with ~~activity~~which ~~(including~~we ~~the~~ultimately ~~requirement~~consummate to deposit proceeds of our initial public offering and the sale of the private placement of warrants into the trust account and not release such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. Our initial shareholders, who collectively beneficially own 27% of our ordinary shares, may participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination ~~behavior more easily than some other blank check companies~~, ~~and this~~ may ~~increase our ability to complete our initial business combination with which you do not agree.~~be ~~However,~~materially ~~our~~adversely ~~amended~~affected ~~and~~by ~~restated memorandum and articles of association prohibit any amendment (a) that would modify~~ the ~~substance~~ orcoronavirus ~~timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by April 8, 2021 or~~ (bCOVID-19) ~~with~~ ~~respect~~pandemic to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide public shareholders with the opportunity to redeem 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~~status ~~to redeem their public shares. In certain circumstances, our shareholders may pursue remedies against us for any breach~~ of ~~our~~debt ~~amended~~ and ~~restated~~equity ~~memorandum and articles of association~~markets.

23The coronavirus (COVID-19) pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential 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 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 transaction in a timely manner, or if COVID-19 causes a prolonged economic downturn. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

WeIn addition, our ability to consummate a business combination may be ~~unable~~dependent toon ~~obtain~~the ~~additional financing~~ability to ~~complete~~raise ~~our~~equity ~~initial~~and ~~business~~debt ~~combination~~financing, which ormay tobe ~~fund~~impacted ~~the~~by ~~operations~~COVID-19 and ~~growth~~other ofevents, including as a ~~target~~result ~~business~~of increased market volatility, ~~which~~decreased ~~could~~market ~~compel~~liquidity usand tothird-party ~~restructure~~financing orbeing ~~abandon~~unavailable aon ~~particular~~terms ~~business~~acceptable ~~combination~~to us or at all.

~~If the net proceeds~~The ofCOVID-19 ~~our~~pandemic ~~initial~~may ~~public~~also ~~offering~~have ~~and~~ the ~~sale~~effect of ~~the~~heightening ~~private~~many ~~placement warrants prove to be insufficient, either because~~ of the ~~size of~~other ~~our~~risks ~~initial~~described ~~business combination, the depletion of the available net proceeds~~ in ~~search~~this of“Risk ~~a target business, the obligation~~Factors” to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combinationsection, ~~we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that~~ such ~~financing will~~as bethose ~~available~~related ~~on acceptable terms, if at all. To the extent that additional financing proves~~ to ~~be unavailable when needed to complete our initial business combination, we would be compelled to either restructure~~ the ~~transaction~~market orfor ~~abandon that particular business combination and seek an alternative target business candidate. In addition, even if we do not need additional financing to complete~~ our ~~initial~~securities business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and ~~our~~cross-border ~~warrants will expire worthless~~transactions.

~~Our~~The securities ~~initial~~in ~~shareholders~~which ~~hold~~we ainvest ~~substantial interest~~the infunds ~~us.~~held Asin athe ~~result,~~trust ~~they~~account ~~may~~could ~~exert~~bear a ~~substantial~~negative ~~influence~~rate onof ~~actions~~interest, ~~requiring~~which ~~shareholder~~could ~~vote,~~reduce ~~potentially~~the value of the assets held in atrust ~~manner~~ such that ~~you~~the doper-share ~~not~~redemption ~~support~~amount received by public shareholders may be less than $10.00 per share.

~~Our initial shareholders~~The ~~collectively~~funds ~~beneficially~~held ~~own~~in ~~27%~~the oftrust ~~our~~account ~~issued~~are ~~and~~invested ~~outstanding~~only ~~ordinary~~in ~~shares~~U.S. Asgovernment treasury obligations with a ~~result~~maturity of ~~their~~180 ~~substantial~~days ~~ownership~~or inless ~~our~~or ~~company~~in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, ~~our~~which ~~initial~~invest ~~shareholders~~only ~~may~~in ~~exert~~direct U.S. agovernment ~~substantial~~treasury ~~influence~~obligations. onWhile ~~actions~~short-term ~~requiring~~U.S. government treasury obligations currently yield a ~~shareholder~~positive ~~vote~~rate of interest, ~~potentially~~they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest arates ~~manner~~below ~~that~~zero ~~you~~in dorecent years, and the Open Market Committee of the Federal Reserve has not ~~support,~~ruled ~~including~~out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, ~~and~~our ~~approval~~public shareholders are entitled to receive their pro-rata share of ~~major~~the ~~corporate~~funds ~~transactions.~~held Ifin ~~our~~the ~~initial~~trust ~~shareholders~~account, ~~purchase~~plus any ~~additional~~interest ~~ordinary~~income, ~~shares~~net inof ~~the~~taxes ~~aftermarket~~ paid or payable (less, in ~~privately negotiated~~the ~~transactions,~~case ~~this~~we ~~would~~are ~~increase~~unable ~~their~~to ~~influence~~complete ~~over~~our ~~these~~initial ~~actions.~~business ~~Accordingly~~combination, ~~our~~$100,000 ~~initial~~of ~~shareholders~~interest ~~will~~for ~~exert~~any dissolution ~~significant~~expenses). ~~influence~~Negative ~~over~~interest ~~actions~~rates ~~requiring~~could areduce ~~shareholder~~the ~~vote~~value atof ~~least~~the ~~until~~assets held in trust such that the ~~completion~~per-share ofredemption ~~our~~amount received ~~initial~~by ~~business~~public ~~combination~~shareholders may be less than $10.00 per share.

~~We may amend~~ As the ~~terms~~number of ~~the~~special ~~warrants in~~purpose aacquisition ~~manner~~companies ~~that~~increases, there may be ~~adverse~~more competition to ~~holders~~find ofan ~~public~~attractive ~~warrants~~target ~~with~~for an ~~the~~initial ~~approval~~business bycombination. This could increase the ~~holders~~costs ofassociated atwith ~~least~~completing aour ~~majority~~initial ofbusiness ~~the~~combination ~~then~~and ~~outstanding~~may ~~public~~result ~~warrants~~in our inability to find a suitable target for our initial business combination.

~~Our warrants were issued~~In inrecent ~~registered form under a warrant agreement between Continental Stock Transfer & Trust Company~~years, ~~as warrant agent, and us. The warrant agreement provides that~~ the ~~terms~~number of ~~the~~special ~~warrants~~purpose ~~may~~acquisition becompanies ~~amended~~that ~~without~~have ~~the~~been ~~consent~~formed ofhas ~~any~~increased ~~holder~~substantially. toMany ~~cure any~~companies ~~ambiguity~~have orentered ~~correct~~into ~~any~~business ~~defective~~combinations ~~provision,~~with ~~but~~special ~~requires~~purpose ~~the~~acquisition ~~approval~~companies, byand ~~the~~there ~~holders~~are ofstill atmany ~~least~~special apurpose ~~majority of the then outstanding~~acquisition ~~public~~companies ~~warrants~~seeking totargets ~~make~~for ~~any~~their ~~change~~initial ~~that~~business ~~adversely~~combination, ~~affects~~as ~~the~~well ~~interests~~as ofmany ~~the~~additional ~~registered~~special ~~holders~~purpose ofacquisition ~~public warrants. Accordingly,~~companies wecurrently ~~may amend the terms of the public warrants~~ in aregistration. ~~manner~~As ~~adverse to~~ a ~~holder~~result, ~~if holders of~~ at least a majority of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding public warrants is unlimitedtimes, ~~examples~~fewer ofattractive ~~such~~targets ~~amendments~~may ~~could~~ be ~~amendments to~~available, ~~among other~~and ~~things,~~it ~~increase~~may ~~the~~require ~~exercise~~more ~~price of the warrants~~time, ~~shorten~~effort and ~~the~~resources ~~exercise~~to ~~period~~identify ora ~~decrease~~suitable ~~the~~target ~~number~~for ofan ~~ordinary~~initial ~~shares purchasable~~business ~~upon exercise of a warrant~~combination.

AIn addition, ~~provision~~because ofthere ~~our~~are ~~warrant~~more ~~agreement~~special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may ~~make~~increase, itwhich ~~more~~could cause ~~difficult~~target companies to demand improved financial terms. Attractive deals could also become scarcer for usother reasons, such as economic or industry sector downturns, geopolitical tensions or increases in the cost of additional capital needed to ~~consummate~~close business ancombinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find a suitable target for and/or complete our initial business combination.

~~Unlike~~If we ~~most~~effect ~~blank~~our ~~check companies~~initial business combination with a company located outside of the United States, ifwe would be subject to a variety of additional risks that may negatively impact our operations.

~~(i)~~ If we ~~issue~~effect ~~additional~~our ~~ordinary~~initial ~~shares~~business orcombination ~~equity-linked~~with ~~securities~~a ~~for~~company ~~capital~~located ~~raising~~outside ~~purposes~~of ~~in connection with~~ the ~~closing~~United ofStates, ~~our~~we ~~initial~~would ~~business~~be ~~combination~~subject atto anany ~~issue~~special considerations ~~price~~ or ~~effective~~risks ~~issue~~associated ~~price,~~with orcompanies ~~the~~operating ~~Newly~~in ~~Issued~~an ~~Price~~international setting, ofincluding ~~less~~any ~~than~~of ~~$9.20~~the ~~per ordinary share;~~following:

~~(ii)~~• ~~the~~costs ~~aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,~~ and ~~interest~~difficulties ~~thereon,~~inherent ~~available~~in ~~for~~managing ~~the~~cross-border ~~funding of our initial~~ business ~~combination~~operations onand ~~the~~complying ~~date~~with ofcommercial ~~the~~and ~~consummation~~legal ofrequirements ~~our initial business combination (net~~ of ~~redemptions);~~overseas ~~and~~markets;

(iii) the volume weighted average trading price of our 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, or the Market Value, is below $9.20 per share, 26

~~then~~• ~~the~~rules ~~exercise~~and ~~price~~regulations ofregarding currency redemption; • complex corporate withholding taxes on individuals; • laws governing the ~~warrants will~~manner bein ~~adjusted~~which tofuture business combinations may be ~~equal~~effected; to• ~~115%~~tariffs ofand ~~the~~trade ~~higher~~barriers; of• ~~the~~regulations ~~Market~~related ~~Value~~to customs and ~~the~~import/export ~~Newly~~matters; ~~Issued~~• ~~Price~~longer payment cycles; • tax issues, such as tax law changes, including termination or reduction of tax and other incentives that the ~~$18.00~~applicable ~~per~~government ~~share~~provides ~~redemption trigger~~to ~~price~~domestic ~~will~~companies, beand ~~adjusted~~variations (in tax laws as compared to the ~~nearest~~United ~~cent)~~States; to• becurrency ~~equal~~fluctuations toand ~~180%~~exchange controls; • rates of ~~the~~inflation; ~~higher~~• challenges in collecting accounts receivable; • cultural and language differences; • employment regulations; • public health or safety concerns and governmental restrictions, including those caused by outbreaks of infectious disease, such as the ~~Market~~COVID-19 ~~Value~~pandemic; • crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars; • deterioration of political relations with the ~~Newly~~United ~~Issued Price.~~States; ~~This~~• ~~may~~energy ~~make~~shortages itand ~~more~~tariffs ~~difficult~~resulting ~~for~~in usunpredictable toavailability ~~consummate~~and ancosts; ~~initial~~• ~~business~~economic ~~combination~~stability; ~~with~~and a• ~~target~~government ~~business~~appropriation of assets.

24We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely impact our results of operations and financial condition.

WeIf we ~~may~~effect ~~redeem~~a ~~your~~business ~~unexpired~~combination ~~warrants prior~~with toa ~~their~~company ~~exercise~~located atoutside aof ~~time~~the ~~that~~United isStates, ~~disadvantageous~~the laws applicable to ~~you,~~such ~~thereby~~company ~~making~~will likely ~~your~~govern ~~warrants~~all ~~worthless~~of our material agreements and we may not be able to enforce our legal rights.

~~We have the ability~~If towe ~~redeem~~effect ~~outstanding~~a ~~warrants~~business atcombination ~~any~~with ~~time~~a ~~after~~company ~~they~~located ~~become~~outside ~~exercisable~~of ~~and~~the ~~prior~~United ~~to their expiration~~States, ~~at a price of $0.01 per warrant; provided that~~ the ~~last~~laws ~~reported sales price~~ of ~~our ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and~~ the ~~like)~~country ~~for~~in ~~any~~which 20such ~~trading~~company ~~days~~operates ~~within~~will alikely 30govern ~~trading-day~~almost ~~period~~all ~~ending~~of on the ~~third~~material ~~trading~~agreements ~~day~~relating ~~prior~~ to ~~the~~its ~~date~~operations. weWe ~~send~~cannot ~~the~~assure ~~notice~~you ofthat ~~redemption to~~ the ~~warrant~~target ~~holders.~~business Ifwill ~~and~~be ~~when~~able ~~the~~to ~~warrants~~enforce ~~become~~any ~~redeemable~~of byits ~~us,~~material weagreements ~~may exercise our redemption right even if we are unable to register~~ or ~~qualify~~that ~~the~~remedies ~~underlying~~will ~~securities~~be ~~for~~available ~~sale~~in ~~under~~this ~~all~~new ~~applicable state securities laws~~jurisdiction. ~~Redemption~~The system of ~~the~~laws ~~outstanding warrants could force you to: (1) exercise your warrants~~ and ~~pay~~ the ~~exercise~~enforcement ~~price~~of ~~therefor~~existing atlaws ain ~~time~~such ~~when~~jurisdiction it may not be ~~disadvantageous for~~as ~~you~~certain toin doimplementation ~~so;~~and ~~(2) sell~~interpretation as ~~your~~in ~~warrants at~~ the ~~then-current~~United ~~market~~States. ~~price~~The ~~when~~inability ~~you might otherwise wish~~ to ~~hold~~enforce ~~your warrants;~~ or ~~(3) accept~~obtain ~~the~~a ~~nominal~~remedy ~~redemption~~under ~~price~~any ~~which,~~of atour ~~the~~future ~~time~~agreements ~~the~~could ~~outstanding~~result ~~warrants~~in ~~are~~a ~~called for redemption, is likely~~significant toloss ~~be substantially less than the market value~~ of ~~your~~business, ~~warrants.~~business ~~None~~opportunities ~~of the private placement warrants will be redeemable by us so long as they are held by our sponsor~~ or ~~its permitted transferees~~capital.

~~Our~~If our ~~warrants~~management ~~and~~following ~~founder~~our ~~shares~~initial ~~may have~~business ancombination ~~adverse~~is ~~effect~~unfamiliar onwith ~~the~~U.S. ~~market~~securities ~~price~~laws, ofthey ~~our~~may ~~ordinary~~have ~~shares~~to expend time and ~~make~~resources itbecoming ~~more~~familiar ~~difficult~~with tosuch ~~effectuate~~laws, ~~our~~which ~~initial~~could ~~business combination~~lead to various regulatory issues.

~~We issued warrants~~Following toour ~~purchase~~initial ~~14,375,000~~business ~~ordinary shares~~combination, atany aor ~~price~~all of ~~$11.50~~our ~~per~~management ~~whole~~could ~~share~~resign ~~(subject~~from totheir ~~adjustment),~~positions as ~~part~~officers of the ~~units~~company, ~~sold~~and inthe ~~our~~management ~~initial public offering and an aggregate~~ of ~~7,750,000~~the ~~private~~target ~~placement~~business ~~warrants, each exercisable to purchase one ordinary share~~ at athe ~~price~~time of ~~$11.50~~the ~~per~~business ~~share,~~combination ~~subject~~could toremain ~~adjustment.~~in ~~Our initial shareholders currently hold 7,187,500 founder shares~~place. In ~~addition,~~Management ~~if our sponsor, an affiliate~~ of ~~our~~the ~~sponsor or certain of our officers and directors make any working capital loans,~~target upbusiness ~~to $1,500,000 of such loans~~ may not be ~~converted~~familiar ~~into~~with ~~warrants, at the price of $1~~U.00S. ~~per~~securities ~~warrant at the option of the lender~~laws. ~~Such warrants~~If ~~would~~new bemanagement ~~identical~~is tounfamiliar ~~the~~with ~~private placement warrants~~U.S. Tosecurities ~~the extent we issue ordinary shares to effectuate a business transaction~~laws, ~~the~~they ~~potential~~may ~~for the issuance of a substantial number of additional ordinary shares upon exercise of these warrants~~have orto ~~conversion~~expend ~~rights~~time ~~could~~and ~~make~~resources usbecoming afamiliar ~~less~~with ~~attractive~~such ~~acquisition vehicle to a target business~~laws. ~~Any~~This ~~such~~could ~~issuance~~be ~~will~~expensive ~~increase the number of issued~~ and ~~outstanding~~time-consuming ~~ordinary shares~~ and ~~reduce~~could ~~the~~lead ~~value of the ordinary shares issued~~ to ~~complete the business~~various ~~transaction.~~regulatory ~~Therefore,~~issues ~~our~~which ~~warrants and founder shares~~ may ~~make~~adversely itaffect ~~more~~our ~~difficult to effectuate a business combination or increase the cost of acquiring the target business~~operations.

~~The private placement~~After ~~warrants~~our ~~are~~initial ~~identical~~business tocombination, ~~the~~substantially ~~warrants~~all ~~sold as part~~ of ~~the units in~~ our ~~initial~~assets ~~public~~may ~~offering~~be ~~except~~located ~~that,~~in soa ~~long~~foreign ascountry ~~they~~and ~~are held~~substantially byall of our ~~sponsor~~revenue ~~or its permitted transferees: (1) they~~ will ~~not~~ be ~~redeemable~~derived byfrom ~~us;~~our ~~(2) they~~operations ~~(including~~in ~~the~~such ~~ordinary shares~~country. ~~issuable~~Accordingly, ~~upon~~our ~~exercise~~results of ~~these~~operations ~~warrants)~~and ~~may~~prospects ~~not,~~will be subject, to ~~certain~~a ~~limited~~significant ~~exceptions~~extent, beto ~~transferred, assigned or sold by our sponsor until 30 days after~~ the ~~completion~~economic, ofpolitical, ~~our~~social ~~initial~~and ~~business~~government ~~combination;~~policies, ~~(3) they~~developments ~~may~~and beconditions ~~exercised~~in by the ~~holders~~country onin awhich ~~cashless~~we ~~basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights~~operate.

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

The price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions. An active trading market for our securities may not fully develop or be sustained. Additionally, if our securities become delisted from the NYSE for any reason, and are quoted on the OTC Pink Sheets, an inter-dealer automated quotation system for equity securities not listed on a national exchange, the liquidity and price of our securities may be more limited than if we were listed on the NYSE or another national exchange. You may be unable to sell your securities unless a market can be fully developed and sustained. 27

~~Because we must furnish our shareholders~~Risks Associated with ~~target business financial statements, we may lose~~ the ~~ability~~Proposed toBusiness ~~complete an otherwise advantageous initial business combination with some prospective target businesses.~~Combination

~~The federal proxy rules require~~References ~~that~~in athis ~~proxy~~section ~~statement with respect~~ to a“we,” ~~vote~~“us,” on“our” aand ~~business~~“Replay” ~~combination~~refer ~~meeting~~to ~~certain~~Replay ~~financial significance tests include historical~~Acquisition ~~and/or~~Corp., ~~pro~~references ~~forma financial statement disclosure~~ in ~~periodic~~this ~~reports.~~section Weto ~~will~~“New ~~include~~Pubco” ~~the~~refer ~~same~~to ~~financial~~Finance ~~statement~~of ~~disclosure~~America ~~in connection~~Companies ~~with our tender offer documents~~Inc., ~~whether~~references orin ~~not~~this ~~they~~section to ~~are~~“FoA” ~~required~~refer ~~under~~to ~~the~~Finance ~~tender~~of ~~offer~~America ~~rules.~~Equity ~~These~~Capital ~~financial~~LLC ~~statements may~~and bereferences ~~required to be prepared~~ in ~~accordance~~this ~~with,~~section ~~or be reconciled~~ to, ~~U.S. GAAP or IFRS, depending on~~ the ~~circumstances~~“combined company” and ~~the~~“post-combination ~~historical~~company” ~~financial~~refer ~~statements may be required~~ to beNew ~~audited~~Pubco inand ~~accordance~~its ~~with~~subsidiaries, ~~the~~including ~~standards~~FoA, offollowing the ~~PCAOB. These financial~~consummation ~~statement~~of ~~requirements may limit~~ the ~~pool~~Proposed ofBusiness ~~potential~~Combination. ~~target~~Stockholders ~~businesses~~should wereview ~~may~~closely ~~acquire~~the ~~because~~risk ~~some~~factors ~~targets~~included ~~may~~in bethe ~~unable~~Proxy toStatement ~~provide~~filed ~~such~~with ~~financial~~the ~~statements~~SEC in ~~time~~connection ~~for us to disclose such financial statements in accordance~~ with ~~federal~~the ~~proxy~~General ~~rules and complete~~Meeting ~~our~~to ~~initial~~approve ~~business~~the ~~combination~~Proposed ~~within~~Business ~~the~~Combination, ~~prescribed~~among ~~time~~other ~~frame~~matters.

25Although New Pubco expects to file an application to list its securities on the NYSE, there can be no assurance that its securities will be so listed or, if listed, that New Pubco will be able to comply with the continued listing standards.

WeNew Pubco ~~are~~expects anto ~~emerging~~file ~~growth~~a ~~company~~new listing application to list its Class A Common Stock on the NYSE upon consummation of the Proposed ~~within~~Business Combination in accordance with the ~~meaning~~requirements of the ~~Securities~~exchange. ~~Act~~As part of the listing process, ~~and~~New ifPubco wewill ~~take~~be ~~advantage~~required to ofprovide ~~certain~~evidence ~~exemptions~~that ~~from~~it ~~disclosure~~is able to meet the initial listing requirements. ~~available~~There can be no assurance that New Pubco will be able to ~~emerging~~meet ~~growth~~the ~~companies,~~initial ~~this~~listing ~~could~~standards ~~make~~of ~~our~~the ~~securities~~NYSE ~~less~~or ~~attractive~~any toother ~~investors~~exchange ~~and~~or, ~~may~~if ~~make~~its itsecurities ~~more~~are ~~difficult~~listed, tothat ~~compare~~New Pubco ~~our~~will ~~performance~~be ~~with~~able ~~other~~to ~~public~~maintain ~~companies.~~such listing

~~We are an “emerging~~In ~~growth company” within the meaning of the Securities Act~~addition, asif ~~modified~~after ~~by the JOBS Act~~listing, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the ~~auditor~~NYSE ~~attestation~~delists ~~requirements~~New ofPubco’s ~~Section 404~~securities ~~of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions~~ from ~~the~~trading ~~requirements of holding a nonbinding advisory vote~~ on ~~executive~~its ~~compensation~~exchange and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for upfailure to ~~five~~meet ~~years, although circumstances could cause us to lose that status earlier, including if~~ the ~~market value of our ordinary shares held by non-affiliates exceeds $700 million~~ ascontinued oflisting ~~the end of any second quarter of a fiscal year~~standards, inNew ~~which~~Pubco case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and ~~the~~its ~~trading~~securityholders ~~prices~~could offace ~~our~~significant ~~securities~~material ~~may~~adverse beconsequences ~~more volatile.~~including:

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

~~Compliance~~• ~~obligations~~a ~~under~~determination ~~the Sarbanes-Oxley~~that ~~Act~~its ~~may~~common ~~make~~stock itis ~~more~~a ~~difficult~~“penny ~~for~~stock” uswhich will require brokers trading in its common stock to ~~effectuate~~adhere ~~our~~to ~~initial~~more ~~business~~stringent ~~combination~~rules, ~~require~~possibly ~~substantial~~resulting ~~financial and~~in ~~management~~a ~~resources,~~reduced ~~and~~level ~~increase~~of trading activity in the ~~time~~secondary ~~and~~trading ~~costs~~market offor ~~completing~~its ancommon ~~acquisition.~~stock; and

~~Section 404~~• ~~of the~~a ~~Sarbanes-Oxley~~decreased ~~Act~~ability ~~requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2020. Only in the event we are deemed~~ to beissue aadditional ~~large~~securities ~~accelerated filer~~ or an ~~accelerated~~obtain ~~filer~~additional ~~will~~financing we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in ~~compliance with~~ the ~~provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls~~future. ~~The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.~~

~~Because~~There has webeen ~~are~~no ~~incorporated~~prior ~~under the~~public ~~laws~~market offor ~~the~~New ~~Cayman~~Pubco’s ~~Islands,~~Class ~~shareholders~~A ~~may~~Common ~~face~~Stock ~~difficulties~~and ina ~~protecting~~market ~~their~~may ~~interests~~never develop, which ~~and~~would ~~their~~adversely affect ~~ability~~the toliquidity ~~protect their~~and ~~rights~~price ~~through~~of the ~~U.S.~~Class ~~Federal~~A ~~courts~~Common ~~may be limited~~Stock.

WeThe New ~~are~~Pubco anClass ~~exempted company~~A ~~incorporated~~Common ~~under~~Stock ~~the~~is ~~laws~~a new issue of ~~the~~securities ~~Cayman~~for ~~Islands~~which there is no established public market. AsNew aPubco ~~result~~intends to apply to list the Class A Common Stock on the NYSE. However, itan ~~may~~active bepublic ~~difficult~~market for ~~holders~~the ofClass ~~our~~A ~~securities~~Common toStock ~~effect~~may not develop ~~service~~or ofbe ~~process~~sustained ~~within~~after the ~~United~~consummation ~~States~~of ~~upon~~the ~~our~~Proposed ~~directors~~Business orCombination, ~~officers~~which could affect the ability to sell, or ~~enforce~~depress the ~~judgments~~market ~~obtained~~price inof, the ~~United~~Class ~~States courts~~A ~~against~~Common ~~our~~Stock. ~~directors~~We cannot predict the extent to which a trading market will develop or ~~officers~~how liquid that market might become.

~~Our corporate affairs~~In ~~are governed by our amended and restated memorandum and articles of association~~addition, the ~~Companies~~price ~~Law~~of ~~(as~~New ~~the~~Pubco ~~same~~securities ~~may~~after ~~be supplemented or amended from time to time) and~~ the ~~common~~Proposed ~~law~~Business ofCombination ~~the~~can ~~Cayman~~vary ~~Islands.~~due ~~The rights of shareholders~~ to ~~take~~general ~~action~~economic ~~against the directors,~~conditions ~~actions by minority shareholders~~ and ~~the~~forecasts, ~~fiduciary responsibilities of~~ our ~~directors~~general tobusiness uscondition ~~under~~and ~~Cayman Islands law are to a large extent governed by~~ the ~~common~~release ~~law~~ of ~~the~~our ~~Cayman~~financial ~~Islands~~reports. ~~The~~Additionally, ~~common~~if ~~law~~our ofsecurities ~~the~~are ~~Cayman Islands is derived in part from comparatively~~not ~~limited~~listed ~~judicial~~on, ~~precedent~~or inbecome ~~the~~delisted ~~Cayman Islands as well as~~ from ~~English common law~~, the ~~decisions~~NYSE offor ~~whose~~any ~~courts are of persuasive authority~~reason, ~~but~~and are ~~not~~quoted ~~binding~~ on ~~a court in~~ the ~~Cayman~~OTC ~~Islands.~~Bulletin ~~The~~Board, ~~rights~~an ofinter-dealer ~~our shareholders and the fiduciary responsibilities~~automated ofquotation ~~our~~system ~~directors~~for ~~under~~equity ~~Cayman~~securities ~~Islands~~that ~~law~~is ~~are~~not ~~different~~a ~~from~~national ~~what~~securities ~~they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular~~exchange, the ~~Cayman~~liquidity ~~Islands~~and ~~has~~price ~~a different body~~ of our securities ~~laws as compared to the United States,~~may ~~and~~be ~~certain~~more ~~states,~~limited ~~such~~than asif ~~Delaware,~~we ~~may~~were ~~have~~quoted ~~more~~or ~~fully~~listed ~~developed~~on ~~and~~the ~~judicially~~NYSE ~~interpreted~~or ~~bodies~~another ofnational ~~corporate~~securities ~~law~~exchange. InYou ~~addition, Cayman Islands companies~~ may ~~not~~be ~~have~~unable ~~standing~~ to ~~initiate~~sell your asecurities ~~shareholders~~unless ~~derivative action in~~ a ~~Federal~~market ~~court~~can ofbe ~~the~~established ~~United~~or ~~States~~sustained.

26We are not required to obtain, and have not obtained, an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the terms of the Proposed Business Combination are fair to our company from a financial point of view.

We ~~have been advised~~ byare ~~our~~not ~~Cayman~~required ~~Islands~~to ~~legal~~obtain ~~counsel~~an ~~that~~opinion ~~the~~from ~~courts~~an ofindependent ~~the~~investment ~~Cayman~~banking ~~Islands~~firm ~~are~~or ~~unlikely~~from ~~(1) to~~an ~~recognize~~independent oraccounting ~~enforce~~firm ~~against~~that usthe ~~judgments~~price ofwe ~~courts~~are ofpaying ~~the~~is ~~United~~fair ~~States~~to ~~predicated~~our ~~upon~~company ~~the~~from ~~civil~~a ~~liability~~financial ~~provisions~~point of ~~the~~view. ~~federal~~Our ~~securities~~board ~~laws~~ of ~~the United~~directors ~~States~~did ornot ~~any~~obtain ~~state;~~a ~~and~~third-party valuation ~~(2) in~~or ~~original~~fairness ~~actions~~opinion ~~brought~~ in ~~the~~connection ~~Cayman~~with ~~Islands,~~their determination to ~~impose~~approve ~~liabilities~~the ~~against~~Proposed usBusiness ~~predicated upon~~Combination. In analyzing the ~~civil~~Proposed ~~liability~~Business ~~provisions~~Combination, ofour ~~the~~board ~~federal~~of ~~securities~~directors ~~laws~~and ofmanagement ~~the~~team ~~United~~conducted ~~States~~due ordiligence ~~any~~on ~~state,~~FoA soand ~~far~~researched as the ~~liabilities~~ ~~imposed~~industry ~~by those provisions are penal~~ in ~~nature.~~which InFoA ~~those~~operates ~~circumstances,~~and ~~although~~concluded ~~there~~that ~~is no statutory enforcement in~~ the ~~Cayman Islands~~Proposed ofBusiness ~~judgments~~Combination ~~obtained~~was in the ~~United~~best ~~States,~~interest ~~the courts~~ of ~~the~~our ~~Cayman Islands will recognize and enforce a foreign money~~shareholders. ~~judgment~~Accordingly, ofour ashareholders ~~foreign~~will ~~court~~be ofrelying ~~competent~~solely ~~jurisdiction without retrial~~ on the ~~merits based on the principle that a~~ judgment of ~~a competent~~our ~~foreign~~board ~~court~~of ~~imposes~~directors ~~upon~~in ~~the~~determining ~~judgment debtor an obligation to pay~~ the ~~sum~~value ~~for~~of ~~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~~Proposed ~~for~~Business ~~a liquidated sum~~Combination, and ~~must~~our ~~not~~board ~~be in respect~~ of ~~taxes~~directors ormay anot ~~fine~~have orproperly ~~penalty,~~valued ~~inconsistent~~such ~~with~~business. aThe ~~Cayman~~lack ~~Islands~~of ~~judgment~~third-party invaluation ~~respect of the same matter, impeachable on the grounds of fraud~~ or ~~obtained in~~ a ~~manner,~~fairness oropinion bemay ofalso alead ~~kind~~an ~~the~~increased ~~enforcement~~number of ~~which~~ ~~is,~~shareholders ~~contrary~~ to ~~natural~~vote ~~justice~~against or the ~~public~~Proposed ~~policy~~Business ofCombination or ~~the~~demand ~~Cayman~~redemption ~~Islands (awards~~ of ~~punitive~~their orshares, ~~multiple~~which ~~damages~~could ~~may~~potentially ~~well be~~impact ~~held~~our toability ~~be contrary~~ to ~~public~~consummate ~~policy).~~the AProposed ~~Cayman~~Business ~~Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere~~Combination.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of our board of directors or controlling shareholders than they would as public shareholders of a United States company. 28

~~Provisions~~Even if inwe ~~our~~consummate ~~amended~~the ~~and~~Proposed ~~restated memorandum~~Business ~~and~~Combination, ~~articles~~there ofis ~~association~~no ~~may~~guarantee ~~inhibit~~that athe ~~takeover~~public ofwarrants ~~us,~~will ever ~~which~~be ~~could~~in ~~limit~~ the ~~price~~money, and ~~investors~~they ~~might~~may beexpire ~~willing~~worthless ~~to pay~~and in the ~~future~~terms ~~for~~of our ~~ordinary~~warrants ~~shares~~may ~~and~~be ~~could entrench management~~amended.

~~Our amended and restated~~The ~~memorandum~~exercise ~~and~~price ~~articles~~for ofour ~~association~~warrants ~~contain~~is ~~provisions~~$11.50 ~~that~~per ~~may~~share. ~~discourage~~There ~~unsolicited~~is ~~takeover~~no ~~proposals~~guarantee that ~~shareholders may~~the ~~consider~~public towarrants will ever be in ~~their best interests. These provisions include two-year director terms and~~ the ~~ability of our board of directors~~money prior to ~~designate~~their ~~the~~expiration, ~~terms of~~ and ~~issue~~as ~~new series of preferred shares~~such, ~~which may make more difficult~~ the ~~removal~~warrants ~~of management and~~ may ~~discourage~~expire ~~transactions that otherwise could involve payment of a premium over prevailing market prices for our securities~~worthless.

~~After~~Our ability ~~our~~to ~~initial~~successfully ~~business~~effect ~~combination, it~~the isProposed ~~possible~~Business ~~that~~Combination aand ~~majority~~to be successful thereafter will be dependent upon the efforts of our ~~directors~~key ~~and~~personnel, ~~officers~~including ~~will~~the ~~live~~key ~~outside~~personnel ~~the~~of ~~United~~FoA, ~~States~~whom ~~and~~we ~~all~~expect ofto ~~our~~stay ~~assets~~with ~~will~~the ~~be located~~post-combination ~~outside~~company following the ~~United~~Proposed ~~States;~~Business ~~therefore~~Combination. ~~investors~~The ~~may~~loss ~~not~~of bekey ~~able~~personnel tocould ~~enforce~~negatively ~~federal~~impact ~~securities~~the ~~laws~~operations orand ~~their~~profitability ~~other~~of ~~legal~~our post-combination ~~rights~~business and its financial condition could suffer as a result.

ItOur ability isto ~~possible~~successfully ~~that after~~effect our ~~initial~~Proposed ~~business~~Business ~~combination,~~Combination ais ~~majority~~dependent upon the efforts of our ~~directors~~key ~~and~~personnel, ~~officers~~including the ~~will~~key ~~reside~~personnel ~~outside~~ of ~~the~~FoA. ~~United~~Although ~~States~~certain ~~and all~~ of our ~~assets~~key ~~will~~personnel bemay ~~located~~remain ~~outside~~with of the ~~United~~post-combination ~~States.~~company Asin asenior ~~result,~~management or itadvisory ~~may~~positions befollowing ~~difficult,~~our orProposed inBusiness ~~some~~Combination, ~~cases~~it ~~not~~is possible, ~~for investors~~that inwe ~~the~~will ~~United~~lose ~~States~~certain tokey ~~enforce their legal rights~~personnel, tothe loss ~~effect service~~ of ~~process~~whom ~~upon~~could ~~all~~negatively ofimpact ~~our~~the ~~directors~~operations orand ~~officers or~~profitability ~~to enforce judgments~~ of ~~United~~our ~~States~~post-combination ~~courts~~business. ~~predicated~~We ~~upon~~anticipate ~~civil~~that ~~liabilities~~some or ~~and~~all ~~criminal~~of ~~penalties~~the onFoA ~~our~~management ~~directors~~will ~~and~~remain ~~officers under~~in ~~United States laws~~place.

~~Our~~FoA’s success ~~search~~depends ~~for~~to a ~~business~~significant ~~combination~~degree ~~may~~upon the continued contributions of senior management, certain of whom would be ~~materially~~difficult ~~adversely~~to ~~affected~~replace. Departure by ~~the~~certain ~~recent~~of ~~coronavirus~~FoA’s ~~(COVID~~officers could have a material adverse effect on FoAs business, financial condition, or operating results. FoA does not maintain key-~~19)~~man ~~outbreak~~life insurance on any of its officers. The services of such personnel may not continue to be available to FoA.

~~In December 2019,~~Our acompany ~~novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has~~ and isFoA ~~continuing~~will to spread throughout China and other parts of 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 to aid the U.S. healthcare community in responding to COVID-19. A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and potential target companies may defer or end discussions for a potential business combination with us if COVID-19 materially adversely affects their business operations and, therefore, the valuation of their business. Although this depression in valuation may assist us in finding attractive transactions, we may be ~~unable~~subject to ~~complete a~~ business ~~combination~~uncertainties ~~if continued concerns relating to COVID-19 restrict travel or the target company’s personnel, vendors~~ and ~~services~~contractual ~~providers~~restrictions ~~are~~while unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the Proposed ~~severity of~~Business ~~COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other~~Combination ~~matters~~is ~~of global concern continue for an unexpectedly long period of time, our ability to consummate a business combination may be materially adversely affected~~pending.

IfUncertainty about wethe effect of the Proposed Business Combination on employees and third parties may have an adverse effect on our ~~initial~~company and ~~business~~FoA. These uncertainties may impair our or FoA’s ability to retain and motivate key personnel and could cause third ~~combination~~parties that deal with aany ~~company~~of ~~located~~us inor ~~Argentina~~them ~~and/~~to defer entering into contracts or ~~Brazil,~~making weother ~~would~~decisions beor ~~subject~~seek to achange ~~variety~~existing business relationships. If key employees depart because of ~~additional~~uncertainty ~~risks~~about ~~that~~their ~~may~~future ~~negatively~~roles and the potential complexities ~~impact~~of the Proposed Business Combination, our ~~operations~~or FoA’s business could be harmed.

We ~~have initially focused~~ ~~our~~may ~~search~~waive ~~for~~one ~~target businesses located in Argentina and/~~or ~~Brazil.~~more ~~If we acquired a company in Argentina, Brazil or in another jurisdiction outside~~ of the ~~United~~conditions ~~States, we would be subject~~ to ~~any~~the ~~special~~Proposed ~~considerations~~Business ~~or risks associated with companies operating in an international setting, including any of the following:~~Combination.

•We may ~~costs~~agree ~~and~~to ~~difficulties~~waive, ~~inherent~~in whole or in ~~managing~~part, ~~cross-border~~one ~~business~~or ~~operations~~more of the conditions to our obligations to complete the Proposed Business Combination, to the extent permitted by our amended and ~~complying~~restated ~~with~~memorandum ~~commercial~~and articles of association and ~~legal~~applicable ~~requirements~~laws. For example, it is a condition to our obligations to close the Proposed Business Combination that there be no breach of ~~overseas~~FoA’s ~~markets;~~representations and warranties as of the closing date of the Proposed Business Combination. However, if our board of directors determines that any such breach is not material to the business of FoA, then our board of directors may elect to waive that condition and close the Proposed Business Combination. We are not able to waive the condition that our shareholders approve the Proposed Business Combination.

•The exercise ~~rules~~of our directors’ and ~~regulations~~officers’ ~~regarding~~discretion ~~currency~~in ~~redemption;~~agreeing to changes or waivers in the terms of the Proposed Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Proposed Business Combination or waivers of conditions are appropriate and in our shareholders’ best interest.

•In the ~~complex~~period ~~corporate~~leading ~~withholding~~up ~~taxes~~to the closing date of the Proposed Business Combination, events may occur that, pursuant to the Transaction Agreement, would require us to amend the Transaction Agreement, to consent to certain actions taken by the other parties to the Transaction Agreement or to waive rights to which our company is entitled under the Transaction Agreement. Such events could arise because of changes in the course of FoA’s business, a request by a party to undertake actions that would otherwise be prohibited by the terms of the Transaction Agreement or the occurrence of other events that would have a material adverse effect on ~~individuals;~~FoA’s business and would entitle us to terminate the Transaction Agreement. In any of such circumstances, it would be at our discretion, acting through our board of directors, to grant our consent or waive our rights. The existence of the financial and personal interests of our directors described elsewhere in this report may result in a conflict of interest on the part of one or more of the directors between what she/he may believe is best for our company and our shareholders and what she/he may believe is best for herself/himself or her/his affiliates in determining whether or not to take the requested action. As of the date of this report, we do not believe there will be any changes or waivers that our directors and officers would be likely to make after shareholder approval of the Proposed Business Combination has been obtained. While certain changes could be made without further shareholder approval, if there is a change to the terms of the transaction that would have a material impact on the shareholders, we will be required to circulate a new or amended proxy statement or supplement thereto and resolicit the vote of our shareholders.

~~• laws governing the manner in which future business combinations may be effected;~~ 29

•We will ~~tariffs~~incur significant transaction and ~~trade~~transition ~~barriers;~~costs in connection with the Proposed Business Combination.

•We have ~~regulations~~incurred ~~related~~and expect to ~~customs~~continue incurring significant costs in connection with consummating the Proposed Business Combination and ~~import/export~~operating ~~matters~~as a public company following the consummation of the Proposed Business Combination. We may incur additional costs to retain key employees. Except as otherwise specified in the Transaction Agreement, we and FoA shall each bear our own costs and expenses incurred in connection with the Transaction Agreement and the Proposed Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs; provided, however, that we and FoA shall each pay one-half of all fees and expenses in connection with any filing pursuant to the HSR Act and other competition laws.

•Subsequent to ~~longer~~our ~~payment~~completion ~~cycles;~~of our Proposed Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

27 Although we have conducted due diligence on FoA, we cannot assure you that this diligence has uncovered all material issues that may be present in FoA’s business, that it would be possible to uncover all material issues through a customary due diligence process, or that factors outside of FoA’s business and outside of our and FoA’s control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Additionally, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the post-combination company or its securities. Accordingly, any of our shareholders who choose to remain shareholders following our Proposed Business Combination could suffer a reduction in the value of their shares.

•Unanticipated changes ~~tax~~in ~~issues,~~effective ~~such as~~ tax ~~law~~rates ~~changes,~~or ~~including~~adverse ~~termination~~outcomes orresulting ~~reduction~~from examination of ~~tax~~our income ~~and~~or other ~~incentives~~tax ~~that~~returns ~~the~~could ~~applicable~~adversely affect ~~government~~our ~~provides~~financial tocondition ~~domestic companies,~~ and ~~variations~~results inof ~~tax laws as compared to the United States;~~operations.

•We will ~~currency~~be ~~fluctuations~~subject to income taxes in the United States, and ~~exchange~~our ~~controls;~~domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

• ~~rates~~changes in the valuation of ~~inflation~~our deferred tax assets and liabilities;

• ~~challenges~~expected intiming ~~collecting~~and ~~accounts~~amount ~~receivable~~of the release of any tax valuation allowances;

• ~~cultural~~tax ~~and~~effects ~~language~~of ~~differences~~stock-based compensation;

• ~~employment~~costs ~~regulations~~related to intercompany restructurings;

• ~~public~~changes ~~health~~in ortax ~~safety concerns and governmental restrictions~~laws, ~~including~~regulations ~~those~~or ~~caused~~interpretations ~~by outbreaks of pandemic disease such as the recent coronavirus (COVID-19) outbreak~~thereof; and

• ~~crime,~~lower ~~strikes,~~than ~~riots,~~anticipated ~~civil~~future ~~disturbances,~~earnings ~~terrorist~~in ~~attacks,~~jurisdictions ~~natural~~where ~~disasters~~we have lower statutory tax rates and ~~wars;~~higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

•In addition, ~~deterioration~~we may be subject to audits of ~~political~~our ~~relations~~income, ~~with~~sales ~~the~~and ~~United~~other ~~States;~~transaction taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

•If the ~~energy~~Proposed ~~shortages~~Business ~~and~~Combination’s ~~tariffs~~benefits ~~resulting~~do innot ~~unpredictable~~meet ~~availability~~the ~~and~~expectations ~~costs;~~of investors, shareholders or financial analysts, the market price of New Pubco securities may decline.

•If the ~~economic~~benefits ~~stability;~~of ~~and~~the Proposed Business Combination do not meet the expectations of investors or securities analysts, the market price of New Pubco securities may decline. The market value of New Pubco securities at the time of the Proposed Business Combination may vary significantly from the prices of Replay’s securities on the date the Transaction Agreement was executed, the date of this report, or the date on which our shareholders vote on the Proposed Business Combination.

~~• government appropriation of assets.~~ 30

WeIn addition, following the Proposed Business Combination, fluctuations in the price of New Pubco securities could contribute to the loss of all or part of your investment. Immediately prior to the Proposed Business Combination, there has not been a public market for New Pubco’s stock and trading in New Pubco’s securities has not been active. Accordingly, the valuation ascribed to New Pubco’s Class A Common Stock in the Proposed Business Combination may not be ~~able~~indicative of the price that will prevail toin ~~adequately~~the ~~address~~trading ~~these~~market ~~additional~~following ~~risks~~the Proposed Business Combination. If wean ~~were~~active ~~unable~~market tofor doNew soPubco’s securities develops and continues, ~~our~~the ~~operations~~trading ~~might~~price ~~suffer~~of New Pubco securities following the Proposed Business Combination could be volatile and subject to wide fluctuations in response to various factors, certain of which ~~may~~are ~~adversely~~beyond ~~impact~~our control. Any of the factors listed below could have a material adverse effect on your investment in our ~~results~~securities and New Pubco securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of ~~operations~~our securities may not recover and ~~financial~~may ~~condition~~experience a further decline.

~~If we effect a business combination~~Factors ~~with~~affecting athe ~~company~~trading ~~located~~price ~~outside~~ of ~~the~~New ~~United~~Pubco’s ~~States,~~securities following the ~~laws~~Proposed ~~applicable~~Business toCombination ~~such company will likely govern all of our material agreements and we~~ may ~~not be able to enforce our legal rights.~~include:

If• weactual ~~effect~~or aanticipated ~~business combination~~fluctuations ~~with~~in aour ~~company~~quarterly ~~located~~financial ~~outside~~results ofor the ~~United~~quarterly ~~States,~~financial ~~the~~results ~~laws~~ of ~~the~~companies ~~country~~perceived ~~in which such company operates will likely govern almost all of the material agreements relating~~ to ~~its operations. We cannot assure you that the target business will~~ be ~~able~~ tosimilar enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to ~~enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.~~us;

If• ~~our~~changes ~~management~~in ~~following~~the ~~our~~market’s ~~initial business~~expectations ~~combination~~about isour ~~unfamiliar~~operating ~~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.~~results;

~~Following~~• ~~our~~the ~~initial business~~public’s ~~combination,~~reaction ~~any~~to ~~or all of~~ our ~~management~~or ~~could~~New ~~resign~~Pubco’s ~~from~~press ~~their~~releases, ~~positions~~our asother ~~officers~~public ofannouncements ~~the company,~~ and ~~the~~our ~~management of~~or ~~the~~New ~~target~~Pubco’s ~~business~~filings atwith the time of the business combination could remain in place. Management of the target business may not be familiar with U.S. securities laws. If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.SEC;

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

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

28 • our operating results failing to meet the expectation of securities analysts or investors in a particular period;

~~Risks Relating~~• tochanges ~~Argentina~~in financial estimates and ~~Brazil~~recommendations by securities analysts concerning the post-combination company or the market in general;

~~Business~~• ~~combinations with~~operating ~~companies with operations in Argentina or Brazil entail special considerations~~ and ~~risks.~~stock Ifprice weperformance ~~complete~~of aother ~~business~~companies ~~combination with~~that ainvestors ~~target~~deem ~~business~~comparable ~~with operations in Argentina or Brazil, we will be subject~~ to, ~~and possibly adversely affected by,~~ the ~~risks set~~post-combination forth below. However, our efforts in identifying prospective target businesses will not be limited to a particular industry or geographic 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 which we acquire, none of which can be presently ascertained.company;

~~Our~~• ~~business~~changes ~~will~~in belaws ~~largely~~and ~~dependent upon~~regulations ~~economic~~affecting ~~conditions~~our ~~in Argentina.~~business;

If• wecommencement ~~complete a business combination with a target located in Argentina, the ultimate success~~ of ~~our business may~~, toor ainvolvement ~~large extent, be dependent upon economic conditions prevailing~~ in ~~Argentina. The changes in economic~~, ~~political~~litigation ~~and~~involving ~~regulatory conditions in Argentina and measures taken by~~ the ~~Argentine government are expected to have a significant impact on the success of a business~~ post-combination ~~with a target located in Argentina.~~company;

~~The~~• ~~Argentine~~changes ~~economy has experienced significant volatility~~ in ~~past decades, including numerous periods of low or negative growth and high and variable levels of inflation and currency devaluation. Since~~ the ~~second~~post-combination ~~quarter~~company’s ofcapital ~~2018~~structure, ~~the~~such ~~economy~~as ~~has~~future ~~experienced~~issuances ~~GDP~~of ~~declines.~~securities ~~No assurances can be given that growth will resume in subsequent quarters~~ or ~~years or that~~ the ~~national~~incurrence economy will not suffer a deeper recession. If economic conditions in Argentina were to slow down, or contract, if inflation were to accelerate further, or if the Argentine government’s measures to attract or retain foreign investment and international financing in the future are unsuccessful, such developments could adversely affect Argentina’s economic growth and in turn affect our financial condition and results of ~~operations.~~additional debt;

~~Argentina~~• ~~has confronted and continues to confront inflationary pressures. According to inflation data published by~~ the ~~National~~volume ~~Statistics~~of ~~Institute~~shares (Instituto Nacional de Estadística y Censos) (“INDEC”), in 2017 the Argentine alternative consumer price index (“CPI”) and the wholesale price index (“WPI”) increased by 24.8% and 18.8%, respectively. In 2018, the Argentina CPI and WPI increased by 47.6% and 73.5%, respectively. In 2019, the Argentina CPI and WPI increased by 53.8% and 58.5%, respectively. High interest rates or the increase of ~~inflation~~New ~~rates~~Pubco inClass ~~Argentina~~A ~~could~~Common ~~negatively~~Stock ~~impact~~available ~~our~~for ~~financial~~public ~~condition and results of operations.~~sale;

~~Argentine~~• ~~economic conditions~~any ~~are~~major ~~dependent~~change onin athe ~~variety~~New ofPubco ~~factors,~~board ~~including,~~of ~~but~~directors ~~not~~or ~~limited to, the following:~~management;

• ~~domestic~~sales ~~production~~of substantial amounts of New Pubco Class A Common Stock by our directors, ~~international~~officers ~~demand~~or ~~and~~significant ~~prices~~shareholders ~~for~~or ~~Argentina’s~~the ~~principal~~perception ~~commodity~~that ~~exports~~such sales could occur; and

• ~~stability~~general economic and ~~competitiveness~~political ofconditions ~~the~~such ~~peso~~as ~~against~~recessions, ~~foreign~~interest ~~currencies;~~rates, fuel prices, international currency fluctuations and acts of war or terrorism.

•Broad market ~~Argentine~~and ~~public~~industry ~~debt;~~factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and the NYSE have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to the post-combination company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

•In the ~~Argentine~~past, ~~fiscal~~securities ~~deficit;~~class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

•Future sales ~~competitiveness~~of ~~and~~New ~~efficiency~~Pubco Class A Common Stock may cause the market price of ~~domestic~~its ~~industries~~securities ~~and~~to ~~services;~~drop significantly, even if its business is performing well.

~~• levels of consumer consumption;~~ 31

•Our initial ~~foreign~~shareholders ~~and~~have ~~domestic~~entered ~~investment~~into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares in connection with (a) the consummation of the Proposed Business Combination or (b) the liquidation of our trust account if we fail to complete the Proposed Business Combination (or another business combination) by April 8, 2021 (or such later date as may be approved by our shareholders in accordance with our amended and ~~financing;~~restated memorandum and articles of association).

•Our sponsor and our officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their founder shares until the ~~rate~~earlier to occur of: ~~inflation~~(A) one year after the 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 splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

~~The Argentine economy~~Furthermore, ~~is also sensitive to local political developments. Despite significant measures taken by~~ the ~~Argentine~~Sponsor ~~government~~Agreement ~~that~~provides ~~was~~for ~~elected on~~(i) ~~December 10,~~a ~~2015,~~one-year ~~such~~post-closing aslock-up ~~the~~period ~~elimination~~applicable ofto ~~exchange restrictions,~~ the ~~partial~~transfer ~~adjustment~~ of ~~gas~~an ~~and electricity prices~~initial ~~and the elimination or reduction of export taxes for certain products, Argentina~~shareholder’s ~~economy~~New ~~continues~~Pubco tosecurities, ~~face~~other ~~challenges. Inflation~~than ~~remains~~any asecurities ~~challenge~~of ~~for~~Replay ~~Argentina~~issued ~~given its persistent nature~~ in ~~recent~~Replay’s ~~years~~initial ~~and~~public ~~adjustment~~offering ~~of price distortions from~~or ~~prior~~purchased ~~administrations.~~on ~~The~~the ~~Argentine~~open ~~government~~market, ~~has~~pursuant ~~announced its intention~~ to ~~reduce~~ the ~~primary~~Replay ~~fiscal~~PIPE ~~deficit~~Agreements asor aacquired ~~percentage of~~through ~~GDP over time (and also reduce~~ the ~~government’s~~exchange ~~reliance~~of onall ~~Central~~of ~~Bank financing). Inflation can also lead to an increase in~~ the ~~Argentine’s~~private ~~debt~~placement ~~and~~warrants ~~have~~owned anby ~~adverse~~our ~~effect~~sponsor onfor ~~the~~ordinary ~~government’s~~shares ~~ability to service its debt~~(collectively, ~~principally in~~ the “Excluded ~~medium~~Securities”), and ~~long~~(ii) ~~term~~a ~~when~~180-day ~~most~~post-closing ~~inflation~~lock-~~indexed~~up ~~debt~~period ~~matures.~~applicable Into ~~addition,~~the ~~weaker~~transfer ~~fiscal~~of ~~results~~an ~~could have a material adverse~~initial ~~effect on the government~~shareholder’s ~~ability~~Excluded ~~to access long term financing~~Securities, ~~which,~~other inthan ~~turn,~~any ~~could~~Excluded ~~adversely~~Securities ~~Argentina’s~~purchased ~~economy. Furthermore,~~in ~~considering~~connection ~~that~~with the ~~government’s~~Replay ~~current~~PIPE ~~macroeconomic program has required and is expected to continue to~~Agreements ~~require domestic and international financing, Argentina may not be able to access international~~ or ~~domestic~~on ~~capital markets, and~~ the ~~government’s~~open ~~ability~~market toafter ~~service~~the ~~its~~date ~~outstanding~~of ~~public~~the ~~debt~~Sponsor ~~could~~Agreement, ~~be adversely affected~~except, ~~and~~in ~~consequently~~each ~~adversely~~case, ~~affect Argentina’s~~to ~~economy~~certain ~~and~~customary ~~our financial health and results of operations~~permitted transferees.

29 In addition, the Principal Stockholders will be entitled to registration rights, subject to certain limitations, with respect to New Pubco shares they receive in the Proposed Business Combination pursuant to the Registration Rights Agreement to be entered into in connection with the consummation of the Proposed Business Combination. In addition, these stockholders will have certain demand and “piggyback” registration rights following the consummation of the Proposed Business Combination. New Pubco will bear certain expenses incurred in connection with the exercise of such rights. The presence of these additional securities trading in the public market may have an adverse effect on the market price of New Pubco Class A Common Stock.

~~Argentina’s economy~~A issignificant ~~also~~portion ~~vulnerable~~of toour ~~adverse~~total ~~developments~~outstanding ~~affecting~~shares ~~its~~are ~~principal~~restricted ~~trading~~from ~~partners.~~immediate Aresale ~~deterioration~~but ofmay ~~economic~~be ~~conditions~~sold ~~in Brazil,~~into ~~Argentina’s main trading partner, and a deterioration of~~ the ~~economies~~market ofin ~~Argentina’s other major trading partners,~~the ~~such~~near asfuture. ~~China~~This ~~or the United States,~~ could ~~have~~cause athe ~~material~~market ~~adverse~~price ~~impact on Argentina’s balance~~ of ~~trade~~our ~~and~~common ~~adversely~~stock ~~affect Argentina’s~~to ~~economic~~drop ~~growth~~significantly, ~~and~~even ~~may~~if ~~consequently adversely affect~~ our ~~financial health and the results of our initial~~ business ~~combination.~~ ~~Furthermore,~~is adoing significant devaluation of the currencies of Argentina’s trading partners or trade competitors may adversely affect the country’s competitiveness and consequently adversely affect Argentina’s economywell.

~~In 2005, Argentina~~Sales ~~restructured~~of a substantial ~~portion~~number of ~~its~~our ~~bond~~securities ~~indebtedness~~in ~~with~~the ~~approximately~~public ~~76%~~market ofcould ~~its~~occur ~~bondholders~~at any time. These sales, ~~and~~or the perception in ~~2006~~the market itthat ~~settled~~the ~~all~~ holders of ~~its~~a ~~debt~~large ~~with~~number ~~the~~of ~~International~~shares ~~Monetary~~intend ~~Fund~~to ~~(“IMF”).~~sell ~~In June 2010~~shares, ~~Argentina~~could ~~restructured~~reduce ~~additional~~the ~~defaulted~~market price of our securities. Our ~~bond~~initial ~~indebtedness~~stockholders ~~that~~have ~~was~~agreed, subject to limited exceptions, not ~~swapped~~to intransfer, ~~2005.~~assign Asor asell ~~result~~any of ~~the~~their ~~2005~~founder ~~and~~shares ~~2010~~until one ~~debt~~year ~~swaps,~~after ~~over~~the ~~92%~~completion of the ~~bond~~Proposed ~~indebtedness on~~Business ~~which~~Combination. ~~Argentina~~Notwithstanding ~~had~~the ~~defaulted~~foregoing, in(1) ~~2002~~if ~~has~~the ~~been~~reported ~~restructured.~~last ~~Certain~~sale price ~~holders~~ of ~~bonds~~ordinary ~~that~~shares ~~were~~equals ~~not~~or ~~swapped~~exceeds in$12.00 ~~the~~per ~~debt~~share ~~restructuring sued~~(as ~~Argentina~~adjusted for ~~payment.~~share ~~After~~splits, ~~several~~share ~~years~~dividends, inrights ~~February 2016~~issuances, subdivisions, ~~Argentina~~reorganizations, ~~negotiated~~recapitalizations and ~~reached~~the ~~agreements~~like) infor ~~principle with~~any ~~respect~~20 totrading adays ~~substantial~~within ~~number~~any of30-trading day period commencing at least 150 days after the ~~holdout~~Proposed ~~bondholders.~~Business OnCombination, ~~April 22~~or (2) if we consummate a liquidation, ~~2016~~merger, ~~Argentina~~share ~~issued~~exchange, ~~US$16.5 billion~~reorganization ofor ~~new~~other ~~debt~~similar ~~securities~~transaction inafter the ~~international~~Proposed ~~capital~~Business ~~markets,~~Combination ~~and~~which ~~applied~~results ~~US$9.3 billion~~in toall ~~satisfy~~of ~~settlement~~our ~~payments~~shareholders onhaving the right ~~agreements~~to ~~with~~exchange ~~holders~~their ofordinary ~~approximately~~shares ~~US$8.2 billion~~for ~~principal~~cash, ~~amount~~securities ofor ~~defaulted~~other ~~bonds~~property, then such securities will be released from these restrictions.

~~On June 20, 2018,~~Our ~~the~~quarterly ~~IMF~~operating ~~approved~~results amay ~~three-year~~fluctuate ~~Stand-by~~significantly ~~Arrangement (“SBA”) for Argentina amounting to US$50 billion,~~ and oncould ~~September 26, 2018,~~fall ~~increased~~below the ~~total~~expectations ~~amount available under the program, bringing it to US$57.1~~of ~~billion.~~securities ~~The~~analysts ~~arrangement~~and investors isdue ~~subject~~ to a ~~strict~~seasonality ~~monetary~~ and ~~fiscal~~other ~~program~~factors, ~~which~~certain ~~includes~~of 0%which ~~primary~~are ~~fiscal~~beyond ~~deficit~~our ~~for 2019~~control, 1%resulting ~~primary surplus~~ in 2020 and limited foreign exchange intervention from the Central Bank only to prevent disorderly conditions, among other requirements. Austerity measures implemented to comply with requirements under the IMF agreement could slow down or contract Argentine economic conditions. Furthermore, deterioration of economic conditions could have a ~~material~~decline ~~adverse~~in ~~impact~~our onstock ~~the country’s capacity to repay or roll-over the debt outstanding under the SBA in 2021~~price.

~~Certain risks are inherent in any~~Our ~~investment~~quarterly inoperating aresults ~~company~~may ~~operating~~fluctuate insignificantly anbecause ~~emerging~~of ~~market~~several ~~such~~factors, ~~as Argentina.~~including:

~~Argentina~~• islabor anavailability ~~emerging market economy,~~ and ~~investing~~costs infor ~~emerging~~hourly ~~markets generally carries risks. These risks include political, social~~ and ~~economic~~management ~~instability that may affect Argentina’s economic results which can stem from many factors, including the following:~~personnel;

• ~~high~~macroeconomic ~~interest~~conditions, ~~rates~~both nationally and locally;

• ~~abrupt~~negative ~~changes~~publicity inrelating ~~currency~~to ~~values~~products we serve;

• ~~high~~changes ~~levels~~in ofconsumer ~~inflation~~preferences and competitive conditions; and

• ~~exchange~~regulatory ~~and capital controls;~~compliance.

~~• wage and price controls;~~ 32

•If, following ~~regulations~~the toProposed ~~import~~Business ~~equipment~~Combination, securities or industry analysts do not publish or cease publishing research or reports about the post-combination company, its business, or its market, or if they change their recommendations regarding New Pubco’s Class A Common Stock adversely, then the price and ~~other~~trading ~~necessities~~volume ~~relevant~~of ~~for~~New ~~operations;~~Pubco’s Class A Common Stock could decline.

•The trading ~~changes~~market infor ~~governmental~~New ~~economic~~Pubco’s Class A Common Stock will be influenced by the research and reports that industry or ~~tax~~securities analysts ~~policies;~~may publish about us, our business, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on Replay or the post-combination company. If no securities or industry analysts commence coverage of the post-combination company, New Pubco’s stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover the post-combination company change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of Class A Common Stock would likely decline. If any analyst who may cover the post-combination company were to cease coverage of the post-combination company or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause New Pubco’s stock price or trading volume to decline.

•Each of ~~political~~our warrants will be converted into and ~~social~~become ~~tensions~~the right to receive a New Pubco warrant exercisable for one share of New Pubco’s Class A Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to New Pubco’s stockholders.

~~Any~~We issued public warrants as part of ~~these~~our ~~factors~~initial public offering and warrants to purchase 7, 750,000 of our ordinary shares as ~~well~~part of the private placement. Each warrant is exercisable for one ordinary share at $11.50 per share. In addition, prior to consummating an initial business combination, nothing prevents us from issuing additional securities in a private placement so long as ~~volatility~~they do not participate in any manner in the ~~capital~~trust account or vote as a class with our ordinary shares on a business combination. In connection with the Proposed Business Combination, our warrants will be converted into and ~~foreign~~become ~~exchange~~New ~~markets~~Pubco warrants. To the extent such warrants are exercised, ~~may~~additional ~~adversely~~shares ~~affect~~of ~~our~~Class ~~financial~~A ~~condition~~Common Stock will be issued, which will result in dilution to the holders of Class A Common Stock and ~~results~~increase the number of shares eligible for resale in the public market. Sales of substantial numbers ~~operations~~of orsuch shares in the ~~liquidity,~~public ~~marketability~~market ~~and~~could ~~value~~adversely affect the market price of ~~our~~Class ~~securities~~A Common Stock.

~~The~~We may ~~Argentine~~redeem ~~economy~~unexpired ~~has~~warrants ~~been~~prior ~~adversely affected~~to bytheir ~~economic~~exercise ~~developments~~at ina ~~other~~time ~~markets~~that is disadvantageous to warrant holders, thereby making their warrants worthless.

~~Financial and~~We ~~securities~~have ~~markets~~the inability ~~Argentina,~~to ~~and~~redeem ~~also~~outstanding ~~the~~warrants ~~Argentine~~at ~~economy,~~any ~~are~~time ~~influenced~~after bythey ~~economic~~become exercisable and ~~market~~prior ~~conditions~~to intheir ~~other~~expiration, at a ~~markets~~price ~~worldwide~~of $0.01 ~~Argentina~~per warrant, upon a minimum of 30 days’s ~~economy~~prior ~~remains~~written ~~vulnerable~~notice toof ~~external~~redemption; ~~shocks,~~provided ~~including~~that ~~those~~the last ~~relating~~reported tosales aprice ~~potential~~of our common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, ~~trade~~rights ~~war~~issuances, ~~between~~subdivisions, ~~China~~reorganizations, recapitalizations and the ~~United~~like) ~~States~~for orany ~~those~~20 ~~caused~~trading bydays ~~outbreaks~~within ofa ~~pandemic~~30 ~~disease,~~trading ~~such~~day period asending on the ~~recent~~third ~~coronavirus~~trading ~~(COVID-19)~~day ~~outbreak.~~prior ~~Although~~to ~~economic~~the ~~conditions~~date ~~vary~~we ~~from~~send ~~country~~the notice of redemption to ~~country,~~the ~~investors’~~warrant holders. If and when ~~reactions~~the towarrants ~~events~~become ~~occurring~~redeemable inby ~~one~~us, ~~country~~we ~~sometimes~~may ~~demonstrate~~exercise aour ~~“contagion”~~redemption ~~effect~~rights inprovided ~~which~~that there is an ~~entire~~effective ~~region~~registration statement orcovering ~~class~~the issuance of ~~investment~~the isshares ~~disfavored~~of byClass ~~international~~A ~~investors.~~Common ~~Consequently,~~Stock ~~there~~issuable ~~can~~upon beexercise noof ~~assurance~~the ~~that~~New ~~the~~Pubco ~~Argentine~~warrants, a current prospectus ~~financial~~relating ~~system~~thereto, and ~~securities~~we ~~markets~~have ~~will~~provided notice to the holder not ~~continue~~less than 30 days prior to bethe ~~adversely~~redemption ~~affected~~date. byRedemption of ~~events~~the inoutstanding ~~developed~~warrants ~~countries’~~could force the warrant holders (i) to exercise their warrants and pay the exercise price therefor ~~economies~~at ora ~~events~~time inwhen ~~other~~it ~~emerging~~may ~~markets,~~be ~~which~~disadvantageous ~~could~~for inthem ~~turn~~to do so, ~~adversely~~(ii) ~~affect~~to sell their warrants at the ~~Argentine~~then-current ~~economy~~market ~~and,~~price ~~indirectly,~~when ~~our~~they ~~business~~might otherwise wish to hold their warrants or (iii) to accept the nominal redemption price which, ~~financial~~at ~~condition~~the ~~and~~time ~~results~~the ofoutstanding warrants ~~operations~~are called for redemption, ~~and~~is likely to be substantially less than the market value of their warrants. None of the private warrants will be redeemable by us so long as they are held by our ~~securities~~founders or their permitted transferees.

30New Pubco will be a holding company with no business operations of its own and will depend on cash flow from FoA to meet its obligations.

~~Corruption~~Following the ~~investigations~~Proposed inBusiness ~~Argentina could~~Combination, ~~have~~New anPubco ~~impact~~will onbe ~~the~~a ~~development~~holding company with no business operations of its own or material assets other than the ~~economy~~stock of its subsidiaries. All of its operations will be conducted by its subsidiary, FoA, and ~~investors~~its subsidiaries. As a holding company, New Pubco will require dividends and other payments from its subsidiaries to meet cash requirements. The terms of any credit facility may restrict New Pubco’s ~~confidence~~subsidiaries from paying dividends and otherwise transferring cash or other assets to it. If there is an insolvency, ~~which~~liquidation ~~could~~or ~~adversely~~other ~~affect~~reorganization ~~our~~of ~~business~~any of New Pubco’s subsidiaries, ~~financial~~New ~~condition~~Pubco’s ~~and~~stockholders likely will have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the ~~results~~sale or other disposal of ~~our~~the ~~operations~~assets of those subsidiaries before New Pubco, as an equityholder, would be entitled to receive any distribution from that sale or disposal. If FoA is unable to pay dividends or make other payments to New Pubco when needed, New Pubco will be unable to satisfy its obligations.

As of the date of this report, more than twenty Argentine businessmen and approximately fifteen former government officials are being investigated in connection with their involvement in an alleged bribery scheme during the Kirchner Administration (Argentina’s prior government). As a result of these investigations, several businessmen and former public officials have been prosecuted, including the former president and current vice president of Argentina, Mrs. ~~Cristina Fernández de Kirchner, who was prosecuted for illicit association and seized for the sum of Ps. 4,000 million on September 17, 2018.~~33

~~Depending on the results~~Anti-takeover ofprovisions ~~such~~contained ~~investigations~~in ~~and~~New ~~the~~Pubco’s ~~time~~proposed itamended ~~takes~~and torestated ~~conclude~~certificate ~~them,~~of ~~the~~incorporation ~~companies~~and ~~involved~~proposed ~~could face~~bylaws, ~~among other consequences, a decrease in their credit rating, be subject to demands by their investors,~~ as well as ~~experiencing~~provisions ~~restrictions on financing through the capital market and have a reduction in their financial condition. These negative effects could hamper the ability~~ of ~~these~~Delaware ~~companies~~law, ~~with~~ acould ~~potential~~impair ~~contagion effect to other businesses, to meet their financial obligations. As~~ a ~~result,~~takeover ~~the limitation on obtaining financing in the future could affect the carrying out projects or works currently in execution~~attempt.

InThe proposed ~~addition,~~amended ~~the~~and ~~effects of~~restated ~~these~~certificate ~~investigations~~of ~~could~~incorporation ~~affect~~of ~~the~~New ~~investment~~Pubco, ~~levels~~or inthe ~~infrastructure~~Proposed ~~in Argentina~~Charter, ascontains ~~well~~provisions asthat ~~the continuation, development~~may ~~and~~discourage ~~completion~~unsolicited oftakeover ~~public~~proposals ~~works~~that ~~and~~stockholders ~~Public-Private~~may ~~Participation~~consider ~~projects,~~to ~~which~~be ~~could~~in ~~ultimately~~their ~~lead~~best tointerests. ~~lower~~Among ~~growth~~other inthings, ~~the Argentine~~these ~~economy.~~provisions:

As• ofprovide ~~the~~that ~~date~~subject ofto ~~this report,~~the werights ~~have~~of ~~not estimated~~ the ~~impact~~holders ~~that~~of ~~this~~any ~~investigation~~preferred ~~could~~stock ~~have~~and on the ~~Argentine~~rights ~~economy.~~granted Itpursuant isto ~~possible~~ the ~~corruption charges~~Stockholders ~~against Kirchner will have no impact during her Vice Presidency. Likewise~~Agreement, wevacancies ~~cannot~~and ~~predict~~newly ~~for~~created ~~how~~directorships ~~long~~may ~~corruption investigations could continue, what other companies might~~ be ~~involved,~~filled oronly ~~how~~by ~~significant~~ the ~~effects~~remaining ofdirectors ~~these~~at ~~investigations~~any ~~might~~time ~~be on~~ the ~~Argentine~~ ~~economy.~~Principal InStockholders ~~turn,~~beneficially ~~the~~own ~~decrease~~less inthan ~~investors’~~30% ~~confidence,~~of ~~among~~the ~~other~~total ~~factors,~~voting ~~could~~power ~~have~~of aall ~~significant~~then ~~adverse impact~~outstanding onshares ~~the development~~ of ~~the~~New ~~Argentine~~Pubco’s ~~economy,~~capital ~~which~~stock ~~could~~entitled ~~adversely~~to ~~affect~~vote ~~our~~generally ~~business,~~in ~~financial condition and~~ the ~~results~~ election of ~~our operations.~~directors;

A• ~~decrease~~would inallow ~~international~~New ~~prices for~~Pubco ~~commodities~~to ~~exported~~authorize bythe ~~Argentina~~issuance ~~could~~of ~~negatively~~shares ~~affect~~of ~~Argentina’s~~one ~~economic~~or ~~condition~~more series of preferred stock, ~~lead~~including toin ~~additional~~connection ~~pressures on~~with a stockholder rights plan, financing transactions or otherwise, the ~~exchange~~terms ~~market~~of which series may be established and ~~have~~the ashares ~~material~~of ~~adverse~~which ~~effect~~may onbe ~~our~~issued ~~prospects.~~without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of common stock;

~~Argentina’s~~• ~~economic recovery~~prohibit ~~since~~stockholder ~~the~~action ~~crisis~~by ofwritten ~~2001~~consent from and ~~2002~~after ~~has occurred within~~ the ~~context~~date ofon anwhich ~~increase~~the inPrincipal ~~prices~~Stockholders ofbeneficially ~~Argentine~~own ~~exportable~~at ~~goods, such~~least as30% ~~soy beans. The high prices~~ of ~~commodities contributed to increase Argentine export revenues since~~ the ~~third~~total ~~quarter~~voting power of ~~2002,~~ ~~and~~all tothen ~~increase~~outstanding ~~Argentine~~shares ~~government tax income, principally export withholding taxes. Nonetheless, as~~ of ~~early~~New ~~2015, international prices for commodities that comprise Argentina~~Pubco’s ~~main~~capital ~~basic~~stock ~~product~~entitled ~~exports~~to ~~have~~vote ~~decreased,~~generally ~~which~~ in ~~turn, adversely affected Argentina’s economic growth. If~~ the ~~international~~election ~~prices~~of ~~for~~directors ~~commodities~~unless ~~continue~~such toaction ~~decrease,~~is ~~Argentina’s~~recommended ~~economy could~~by beall ~~adversely~~directors ~~affected~~then ~~further.~~in ~~Moreover, agriculture production—which represent an important source of Argentina’s export income—could be negatively affected due to adverse climate conditions.~~office;

~~These~~• ~~circumstances may~~provide ~~have~~for acertain ~~negative~~limitations ~~impact~~ on ~~Argentina’s~~convening ~~revenues,~~special onstockholder ~~the~~meetings; ~~availability of foreign currency,~~ and on Argentina’s ability to repay its debt, and in addition, could generate recession and inflationary pressures depending on the Argentine government’s reaction. Any such results may adversely affect Argentina’s economic growth and as a result, could adversely affect our business, results of operations and financial condition.

We• ~~may~~establish beadvance ~~exposed~~notice requirements for nominations for elections to ~~fluctuations in~~our ~~foreign~~board ~~exchange~~or ~~rates~~for proposing matters that can be acted upon by stockholders at stockholder meetings.

~~Our~~Further, as ~~results~~a ofDelaware ~~operations will~~corporation, beNew ~~exposed~~Pubco towill ~~currency~~also ~~fluctuations,~~be ~~and~~subject ~~any~~to ~~devaluation~~provisions of ~~the~~Delaware ~~peso~~law, ~~against~~which ~~the~~may ~~U.S.~~impede ~~dollar~~or ~~and~~discourage ~~other~~a ~~hard currencies may~~takeover ~~adversely~~attempt ~~affect~~that ~~our~~New ~~business~~Pubco’s ~~and~~stockholders ~~results~~may offind ~~operations~~beneficial. ~~The~~These ~~value~~antitakeover ofprovisions ~~the~~and ~~peso~~other ~~has~~provisions ~~fluctuated~~under ~~significantly~~Delaware law incould ~~the past~~discourage, ~~such~~delay ~~as in~~or ~~January 2014~~prevent ~~when~~a ~~the~~transaction ~~peso~~involving ~~declined~~a ~~approximately~~change ~~23%~~in ~~against~~control ~~the~~of ~~U.S.~~New ~~dollar. In 2015~~Pubco, ~~the~~including ~~peso~~actions ~~lost~~that ~~approximately~~New ~~52%~~Pubco’s ofstockholders ~~its~~may ~~value~~deem ~~with respect to the U.S. dollar~~advantageous, ~~including~~or anegatively ~~37.3%~~affect ~~devaluation during~~ the ~~last~~trading ~~quarter~~price of ~~2015, mainly concentrated a~~

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