721950051688160.230.01172500017250000.230.0100172500017250000072195001725000516881617250000.230.230.010.0172195007219500172500017250000.1P5Y0.10.50.1P30D3195003195000.50001773086--06-302021FYfalse0.100-00000000001773086us-gaap:MeasurementInputSharePriceMember2020-02-180001773086us-gaap:MeasurementInputRiskFreeInterestRateMember2020-02-180001773086us-gaap:MeasurementInputPriceVolatilityMember2020-02-180001773086us-gaap:MeasurementInputExpectedTermMember2020-02-1800017730862021-01-012021-06-300001773086us-gaap:WarrantMemberus-gaap:CommonClassAMemberzgyhu:UnitPurchaseOptionMember2020-07-012021-06-300001773086us-gaap:WarrantMemberus-gaap:CommonClassAMemberzgyhu:InitialPublicOfferingAndPrivatePlacementMember2020-07-012021-06-300001773086us-gaap:RightsMemberus-gaap:CommonClassAMemberzgyhu:UnitPurchaseOptionMember2020-07-012021-06-300001773086us-gaap:RightsMemberus-gaap:CommonClassAMemberzgyhu:InitialPublicOfferingAndPrivatePlacementMember2020-07-012021-06-300001773086us-gaap:CommonClassAMemberzgyhu:UnitPurchaseOptionMember2020-07-012021-06-300001773086zgyhu:SponsorMemberus-gaap:CommonClassBMember2020-02-012020-02-290001773086us-gaap:CommonClassBMember2020-02-012020-02-2900017730862020-02-012020-02-290001773086zgyhu:AdministrativeServicesAgreementMember2020-07-012021-06-300001773086zgyhu:AdministrativeServicesAgreementMember2020-02-182020-02-180001773086zgyhu:AdministrativeServicesAgreementMember2019-07-012020-06-300001773086srt:ScenarioPreviouslyReportedMember2019-07-012020-06-300001773086srt:RevisionOfPriorPeriodChangeInAccountingPrincipleAdjustmentMember2019-07-012020-06-300001773086zgyhu:RelatedPartyLoansMember2021-06-300001773086zgyhu:RelatedPartyExtensionLoansMember2021-06-300001773086us-gaap:CommonClassAMemberus-gaap:PrivatePlacementMember2020-02-180001773086us-gaap:CommonClassAMemberus-gaap:IPOMember2020-02-180001773086zgyhu:SponsorMemberus-gaap:CommonClassBMember2019-05-230001773086zgyhu:RelatedPartyExtensionLoansMember2021-08-1500017730862020-02-2400017730862020-02-180001773086zgyhu:CommonClassaSubjectToRedemptionMember2020-07-012021-06-300001773086zgyhu:CommonClassaNotSubjectToRedemptionMember2019-07-012020-06-300001773086zgyhu:AdministrativeServicesAgreementMember2020-06-300001773086zgyhu:CommonClassSubjectToRedemptionAndNotSubjectToRedemptionMember2020-07-012021-06-300001773086zgyhu:CommonClassSubjectToRedemptionAndNotSubjectToRedemptionMember2019-07-012020-06-300001773086us-gaap:FairValueInputsLevel3Memberzgyhu:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputSharePriceMember2021-06-300001773086us-gaap:FairValueInputsLevel3Memberzgyhu:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2021-06-300001773086us-gaap:FairValueInputsLevel3Memberzgyhu:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputPriceVolatilityMember2021-06-300001773086us-gaap:FairValueInputsLevel3Memberzgyhu:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputMaturityMember2021-06-300001773086us-gaap:FairValueInputsLevel3Memberzgyhu:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputExpectedDividendRateMember2021-06-300001773086us-gaap:FairValueInputsLevel3Memberzgyhu:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputExercisePriceMember2021-06-300001773086us-gaap:FairValueInputsLevel3Memberzgyhu:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputSharePriceMember2020-06-300001773086us-gaap:FairValueInputsLevel3Memberzgyhu:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2020-06-300001773086us-gaap:FairValueInputsLevel3Memberzgyhu:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputPriceVolatilityMember2020-06-300001773086us-gaap:FairValueInputsLevel3Memberzgyhu:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputMaturityMember2020-06-300001773086us-gaap:FairValueInputsLevel3Memberzgyhu:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputExpectedDividendRateMember2020-06-300001773086us-gaap:FairValueInputsLevel3Memberzgyhu:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputExercisePriceMember2020-06-3000017730862020-02-242020-02-240001773086zgyhu:SponsorMemberus-gaap:PrivatePlacementMember2020-02-242020-02-240001773086zgyhu:RepresentativeSharesMemberus-gaap:OverAllotmentOptionMember2020-02-242020-02-240001773086us-gaap:PrivatePlacementMember2020-02-242020-02-240001773086us-gaap:OverAllotmentOptionMember2020-02-242020-02-240001773086zgyhu:SponsorMemberus-gaap:PrivatePlacementMember2020-02-182020-02-180001773086zgyhu:RepresentativeSharesMember2020-02-182020-02-180001773086us-gaap:PrivatePlacementMember2020-02-182020-02-180001773086us-gaap:OverAllotmentOptionMember2020-02-182020-02-180001773086us-gaap:IPOMember2020-02-182020-02-1800017730862020-02-182020-02-180001773086us-gaap:CommonClassBMemberus-gaap:OverAllotmentOptionMember2020-02-012020-02-290001773086zgyhu:SponsorMemberus-gaap:CommonClassBMember2019-05-232019-05-230001773086us-gaap:RetainedEarningsMember2021-06-300001773086us-gaap:AdditionalPaidInCapitalMember2021-06-300001773086us-gaap:RetainedEarningsMember2020-06-300001773086us-gaap:AdditionalPaidInCapitalMember2020-06-300001773086us-gaap:RetainedEarningsMember2019-06-300001773086us-gaap:AdditionalPaidInCapitalMember2019-06-300001773086us-gaap:FairValueMeasurementsRecurringMemberzgyhu:PublicWarrantsMember2021-06-300001773086us-gaap:FairValueMeasurementsRecurringMemberzgyhu:PrivatePlacementWarrantsMember2021-06-300001773086us-gaap:FairValueMeasurementsRecurringMemberzgyhu:PublicWarrantsMember2020-06-300001773086us-gaap:FairValueMeasurementsRecurringMemberzgyhu:PrivatePlacementWarrantsMember2020-06-300001773086us-gaap:CommonClassBMemberus-gaap:CommonStockMember2021-06-300001773086us-gaap:CommonClassAMemberus-gaap:CommonStockMember2021-06-300001773086us-gaap:CommonClassBMemberus-gaap:CommonStockMember2020-06-300001773086us-gaap:CommonClassAMemberus-gaap:CommonStockMember2020-06-300001773086us-gaap:CommonClassBMemberus-gaap:CommonStockMember2019-06-300001773086us-gaap:CommonClassAMemberus-gaap:CommonStockMember2019-06-3000017730862021-08-150001773086zgyhu:ShareExchangeAgreementMember2021-06-300001773086us-gaap:IPOMember2021-06-300001773086zgyhu:RelatedPartyExtensionLoansMember2021-05-1300017730862021-05-130001773086zgyhu:RelatedPartyExtensionLoansMember2021-02-1000017730862021-02-100001773086us-gaap:PrivatePlacementMember2020-02-240001773086us-gaap:OverAllotmentOptionMember2020-02-240001773086zgyhu:SponsorMemberus-gaap:PrivatePlacementMember2020-02-180001773086us-gaap:PrivatePlacementMember2020-02-180001773086us-gaap:OverAllotmentOptionMember2020-02-180001773086us-gaap:IPOMember2020-02-180001773086zgyhu:SponsorLoansMember2020-07-012020-07-310001773086zgyhu:SponsorLoansMember2020-01-172020-01-170001773086zgyhu:SponsorLoansMember2021-06-300001773086zgyhu:SponsorLoansMember2020-06-300001773086us-gaap:CommonClassBMemberus-gaap:CommonStockMember2020-07-012021-06-300001773086us-gaap:CommonClassAMemberus-gaap:CommonStockMember2020-07-012021-06-300001773086us-gaap:RetainedEarningsMember2020-07-012021-06-300001773086us-gaap:AdditionalPaidInCapitalMember2020-07-012021-06-300001773086us-gaap:CommonClassBMemberus-gaap:CommonStockMember2019-07-012020-06-300001773086us-gaap:CommonClassAMemberus-gaap:CommonStockMember2019-07-012020-06-300001773086us-gaap:RetainedEarningsMember2019-07-012020-06-300001773086us-gaap:AdditionalPaidInCapitalMember2019-07-012020-06-3000017730862020-05-052020-05-0500017730862019-07-012020-03-310001773086us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001773086us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2020-06-300001773086zgyhu:PrivatePlacementWarrantsMember2020-07-012021-06-300001773086us-gaap:FairValueInputsLevel3Memberzgyhu:PublicWarrantsMember2020-02-182020-06-300001773086zgyhu:RepresentativeSharesMember2020-02-180001773086us-gaap:CommonClassBMember2020-07-012021-06-300001773086us-gaap:CommonClassBMember2019-07-012020-06-300001773086us-gaap:CommonClassAMember2019-07-012020-06-300001773086us-gaap:USTreasurySecuritiesMember2021-06-300001773086us-gaap:USTreasurySecuritiesMember2020-06-300001773086srt:ScenarioPreviouslyReportedMemberus-gaap:CommonClassAMember2020-06-300001773086srt:RevisionOfPriorPeriodChangeInAccountingPrincipleAdjustmentMemberus-gaap:CommonClassAMember2020-06-300001773086zgyhu:CommonClassaNotSubjectToRedemptionMember2021-06-300001773086us-gaap:CommonClassBMember2021-06-300001773086zgyhu:CommonClassaNotSubjectToRedemptionMember2020-06-300001773086us-gaap:CommonClassBMember2020-06-300001773086us-gaap:CommonClassAMember2020-06-300001773086zgyhu:PublicWarrantsMember2021-06-300001773086zgyhu:PrivatePlacementWarrantsMember2021-06-300001773086zgyhu:PublicWarrantsMember2020-06-300001773086zgyhu:PrivatePlacementWarrantsMember2020-06-300001773086us-gaap:CommonClassAMember2021-06-3000017730862019-07-012020-06-3000017730862019-06-300001773086us-gaap:USTreasurySecuritiesMember2021-06-300001773086us-gaap:MoneyMarketFundsMember2021-06-300001773086us-gaap:USTreasurySecuritiesMember2020-06-300001773086us-gaap:MoneyMarketFundsMember2020-06-300001773086us-gaap:IPOMember2020-07-012021-06-300001773086srt:ScenarioPreviouslyReportedMember2020-06-300001773086srt:RevisionOfPriorPeriodChangeInAccountingPrincipleAdjustmentMember2020-06-300001773086us-gaap:AccountsPayableAndAccruedLiabilitiesMemberzgyhu:AdministrativeServicesAgreementMember2021-06-3000017730862021-06-3000017730862020-06-300001773086zgyhu:CommonClassOrdinaryShareAndWarrantAndRightMember2020-07-012021-06-300001773086us-gaap:WarrantMember2020-07-012021-06-300001773086us-gaap:RightsMember2020-07-012021-06-300001773086us-gaap:CommonClassAMember2020-07-012021-06-3000017730862020-12-310001773086us-gaap:CommonClassBMember2021-10-270001773086us-gaap:CommonClassAMember2021-10-2700017730862020-07-012021-06-30xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:purezgyhu:Votezgyhu:item

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



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

~~For the fiscal year ended June 30, 2020~~

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

For the fiscal year ended June 30, 2021



☐	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: 001-39226

Yunhong International

(Exact name of registrant as specified in its charter)

~~Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)~~

4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China		430061
(Address of principal executive offices)		(Zip Code)


Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)



4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China		430061
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +86 131 4555 5555

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, one-half of one Warrant and one Right	ZGYHU	The NASDAQ Stock Market LLC
Class A Ordinary Shares, par value $0.001 per share	ZGYH	The NASDAQ Stock Market LLC
Warrants, each exercisable for one Class A Ordinary Share for $11.50 per share	ZGYHW	The NASDAQ Stock Market LLC
Rights, each exchangeable into one-tenth of one Class A Ordinary Share	ZGYHR	The NASDAQ Stock Market LLC


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, one-half of one Warrant and one Right	ZGYHU	The NASDAQ Stock Market LLC
Class A Ordinary Shares, par value $0.001 per share	ZGYH	The NASDAQ Stock Market LLC
Warrants, each exercisable for one Class A Ordinary Share for $11.50 per share	ZGYHW	The NASDAQ Stock Market LLC
Rights, each exchangeable into one-tenth of one Class A Ordinary Share	ZGYHR	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

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

Indicate by check mark if the registrant is ~~not~~a ~~required~~well-known ~~to file~~seasoned ~~reports~~issuer, ~~pursuant~~as todefined ~~Section 13~~in ~~or Section~~Rule ~~15(d)~~405 of the ~~Exchange~~Securities 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~~ if the registrant ~~has~~is ~~submitted~~not ~~electronically every Interactive Data File~~ required to befile ~~submitted~~ reports pursuant to ~~Rule 405~~Section 13 ofor ~~Regulation S-T~~ Section 15(~~§ 232.405~~ d) of ~~this chapter) during~~ the ~~preceding~~Exchange ~~12 months (or for such shorter period that the registrant was required to submit such files)~~Act. 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 ☒ No ☐

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

~~Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer 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~~Large byaccelerated ~~check~~filer ~~mark~~☐ ~~whether~~Accelerated ~~the~~filer ~~registrant~~☐ isNon-accelerated afiler ~~shell~~☒ ~~company (as~~Smaller ~~defined~~reporting incompany ~~Rule~~☒ ~~12b-2~~Emerging ofgrowth ~~the~~company ~~Exchange Act). Yes x No ¨~~☒

As of December 31, 2019, the last day of the registrant’s most recently completed second fiscal quarter, the registrant’s securities were not publicly traded. The registrant’s units began trading on the Nasdaq Capital Market on February 13, 2020 and the registrant’s Class A ordinary shares, warrants and rights began trading on the Nasdaq Capital Market on April 3, 2020. The aggregate market value of the units outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the units on June 30, 2020, as reported on the Nasdaq Capital Market was $67,344,000.

AsIf ofan ~~September~~emerging ~~25,~~growth ~~2020~~company, ~~there~~indicate ~~were~~by ~~7,219,500~~check ~~Class~~mark Aif ~~ordinary shares,~~the ~~$0.001~~registrant ~~par~~has ~~value~~elected ~~per~~not ~~share,~~to ~~and~~use ~~1,725,000~~the ~~Class~~extended Btransition ~~ordinary~~period ~~shares,~~for ~~$0.001~~complying ~~par~~with ~~value~~any ~~per~~new ~~share,~~or ~~issued~~revised ~~and~~financial ~~outstanding, of~~accounting ~~the~~standards ~~registrant~~provided ~~issued~~pursuant ~~and~~to ~~outstanding.~~Section 13(a) of the Exchange Act. ☐

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

As of December 31, 2020, the aggregate market value of the units outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the units on December 31, 2020, as reported on the Nasdaq Capital Market was $72,036,000.

As of October 27, 2021, there were 7,219,500 Class A ordinary shares, $0.001 par value per share, and 1,725,000 Class B ordinary shares, $0.001 par value per share, of the registrant issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

TABLE OF CONTENTS

			PAGE
PART I
Item 1.	Business	~~Business~~	3	3
Item 1A.	Risk Factors	~~Risk Factors~~	17	20
Item 1B.	Unresolved Staff Comments	~~Unresolved Staff Comments~~	18	54
Item 2.	Properties	~~Properties~~	18	54
Item 3.	Legal Proceedings	~~Legal Proceedings~~	18	54
Item 4.	Mine Safety Disclosures	~~Mine Safety Disclosures~~	18	54
PART II

Item 5.		Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities		55
PART II
Item 6.		Selected Financial Data		56
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities		19
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		56
Item 6.	Selected Financial Data		19
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk		60
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 8.		Financial Statements and Supplementary Data		60
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		23
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		60
Item 8.	Financial Statements and Supplementary Data		23
Item 9A.		Controls and Procedures		62
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		23
Item 9B.		Other Information		62
Item 9A.	Controls and Procedures		23
PART III
Item 9B.	Other Information		24
Item 10.		Directors, Executive Officers and Corporate Governance		67

Item 11.		Executive Compensation		68
PART III
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		69
Item 10.	Directors, Executive Officers and Corporate Governance		24
Item 13.		Certain Relationships and Related Transactions, and Director Independence		69
Item 11.	Executive Compensation		29
Item 14.		Principal Accounting Fees and Services		71
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		30
Item 15.		Exhibits and Financial Statement Schedules		72
Item 13.	Certain Relationships and Related Transactions, and Director Independence		31
Item 16.		Form 10-K Summary		73
Item 14.	Principal Accounting Fees and Services		32

Item 15.	Exhibits and Financial Statement Schedules		33
Item 16.	Form 10-K Summary		70

~~Unless~~Table ~~otherwise~~of ~~stated in this annual report on Form 10-K, or the context otherwise requires, references to:~~Contents

~~· “amended and restated memorandum and articles of association” are to our memorandum and articles of association to be in effect upon completion of our initial public offering;~~

·Unless ~~“Companies~~otherwise ~~Law”~~stated ~~are~~in tothis ~~the~~Annual ~~Companies~~Report ~~Law~~on ~~(2018~~Form 10-K, ~~Revision)~~or of the ~~Cayman~~context ~~Islands~~otherwise asrequires, ~~the~~references ~~same may be amended from time~~ to ~~time;~~:

·● “~~founder~~amended ~~shares”~~and ~~are~~restated tomemorandum ~~our~~and ~~Class~~articles Bof ~~ordinary~~association” ~~shares,~~are ~~par~~to ~~value $0.001 per share, held by~~ our ~~initial~~memorandum ~~shareholders~~ and, ~~unless~~articles ~~the~~of ~~context~~association ~~otherwise~~to ~~requires,~~be ~~the~~in ~~term~~effect ~~also includes our Class A ordinary shares issued~~ upon ~~the~~completion ~~conversion~~of ~~thereof~~our asinitial ~~provided~~public ~~herein~~offering;

·● “~~initial~~Companies ~~shareholders~~Law” are to the ~~holders~~Companies Law (2018 Revision) of ~~our~~the ~~founder~~Cayman ~~shares~~Islands ~~sold~~as ~~prior~~the tosame ~~our~~may ~~initial~~be ~~public~~amended ~~offering~~from time to time;

·● “~~letter~~founder ~~agreement~~shares” ~~refers~~are to ~~the~~our ~~letter~~Class ~~agreement~~B byordinary ~~and~~shares, ~~among~~par ~~our~~value ~~company~~$0.001 per share, held by our ~~sponsor~~initial shareholders and, unless the context otherwise requires, the term also includes our ~~officers~~Class ~~and~~A ~~directors~~ordinary shares issued upon the conversion thereof as provided herein;

·● “~~management~~initial shareholders” orare the holders of our ~~“management~~founder ~~team”~~shares ~~are~~sold prior to our ~~officers~~initial ~~and~~public ~~directors~~offering;

·● “~~ordinary~~letter ~~shares~~agreement” ~~are~~refers to ~~our~~the ~~Class~~letter Aagreement ~~ordinary~~by ~~shares~~ and among our ~~Class~~company, Bour ~~ordinary~~sponsor ~~shares~~and our officers and directors;

·● “~~private~~management” ~~placement~~or ~~rights~~our “management team” are to ~~the rights included in the private placement units being purchased by~~ our ~~sponsor~~officers inand ~~the private placement~~directors;

·● “~~private~~ordinary ~~placement~~ shares” are to ~~the~~our Class A ordinary shares ~~included~~and ~~in the private placement units being purchased by~~ our ~~sponsor~~Class inB ~~the~~ordinary ~~private placement~~shares;

·● “private placement ~~units~~rights” are to the ~~units~~rights ~~issued~~included ~~to our sponsor~~ in athe private placement ~~simultaneously~~units ~~with~~being ~~the~~purchased ~~closing~~by of our ~~initial~~sponsor ~~public~~in ~~offering~~the private placement;

·● “private placement ~~warrants~~shares” are to the ~~warrants~~Class A ordinary shares included ~~within~~in the private placement units being purchased ~~separately~~ by our sponsor in the private placement;

·● “~~public~~private ~~rights”~~placement ~~are to the rights sold as part of the~~ units ~~in our initial public offering (whether they are subscribed for in our initial public offering or in the open market); · “public shareholders~~” are to the ~~holders~~units ofissued ~~our public shares; · “public shares” are~~ to our ~~Class~~sponsor ~~A ordinary shares, par value $0.001 per share, offered as part of the units~~ in ~~our~~a ~~initial~~private ~~public~~placement ~~offering~~simultaneously ~~(whether~~with ~~they are subscribed for in our initial public offering or thereafter in~~ the ~~open~~closing ~~market); · “public warrants” are to the redeemable warrants sold as part~~ of ~~the units in~~ our initial public offering ~~(whether they are subscribed for in our initial public offering or in the open market)~~; · “rights” are to our rights, which include the public rights as well as the private placement rights to the extent they are no longer held by the initial purchasers of the private placement rights or their permitted transferees;

·● “~~sponsor~~private placement warrants” are to LFthe ~~International~~warrants ~~Pte.~~included ~~Ltd.,~~within athe ~~Republic~~private ofplacement ~~Singapore~~units ~~limited~~being ~~company;~~purchased separately by our ~~Chairman~~sponsor isin the ~~sole~~private ~~director of our sponsor~~placement;

·● “~~warrants~~public rights” are to ~~our redeemable warrants, which include~~ the ~~public~~rights ~~warrants~~sold as ~~well~~part asof the ~~private~~units ~~placement~~in ~~warrants~~our toinitial ~~the~~public ~~extent~~offering (whether they are nosubscribed ~~longer~~for ~~held~~in byour ~~the~~ initial ~~purchasers~~public ofoffering ~~the private placement warrants~~ or ~~their~~in ~~permitted~~the ~~transferees;~~open ~~and~~market);

·● “~~we,”~~public ~~“us,~~shareholders” ~~“company,” “Yunhong” or “our company”~~ are to ~~Yunhong~~the ~~International,~~holders aof ~~Cayman~~our ~~Islands~~public ~~exempted company.~~shares;

●

“public shares” are to our Class A ordinary shares, par value $0.001 per share, offered as part of the units in our initial public offering (whether they are subscribed for in our initial public offering or thereafter in the open market);

●

“public warrants” are to the redeemable warrants sold as part of the units in our initial public offering (whether they are subscribed for in our initial public offering or in the open market);

●

“rights” are to our rights, which include the public rights as well as the private placement rights to the extent they are no longer held by the initial purchasers of the private placement rights or their permitted transferees;

●

“sponsor” are to LF International Pte. Ltd., a Republic of Singapore limited company; our Chairman is the sole director of our sponsor;

●

“warrants” are to our redeemable warrants, which include the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and

●

“we,” “us,” “company,” “Yunhong” or “our company” are to Yunhong International, a Cayman Islands exempted company.

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

•● our ability to complete our initial business combination;

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

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

•● risks associated with acquiring an operating company or business in the consumer goods, healthcare and pharmaceutical, and E-commerce industries;

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

•● our pool of prospective target businesses;

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

•● our public securities’ potential liquidity and trading;

•● • the lack of a market for our securities; the trust account not being subject to claims of third parties; ~~• the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or~~

•● ~~our~~the ~~financial~~use ~~performance~~of ~~following~~proceeds ~~our~~not ~~initial~~held ~~public~~in ~~offering.~~the trust account or available to us from interest income on the trust account balance; or

●

our financial performance following our initial public offering.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) 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 in the section of this report entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Table of Contents

Part I

Item 1. Business

We are an early stage blank check company incorporated as a Cayman Islands company incorporated as an exempted company with limited liability. We chose to incorporate in the Cayman Islands due to (i) its tax-neutrality, which allows international transactions to be structured efficiently without an additional layer of tax and (ii) simplicity of establishment and flexibility of administration, including easy migration to another jurisdiction, the existence of statutory procedures for merger or consolidation, and no takeover code or bespoke public company filing requirements.

Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We were formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location but will initially focus in Asia (excluding China). However, we believe we are particularly well-positioned to capitalize on growing opportunities created by consumer/lifestyle assets. We will not undertake our initial business combination with any entity with its principal business operations in China. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction.

Business ~~Strategies~~Combination

WeOn ~~have~~May ~~sought~~14, to2021, ~~capitalize~~we onentered into a Share Exchange Agreement (the ~~strength~~“Share ofExchange ~~our~~Agreement”), ~~management team~~with Giga Carbon Neutrality Inc. ~~Our~~(f/k/a ~~team~~Giga ~~consists~~Energy ofInc.), ~~experienced~~a ~~financial~~corporation ~~services~~formed ~~and~~under ~~accounting~~the ~~professionals~~laws ~~and~~of ~~senior~~the ~~operating~~Province ~~executives~~of British Columbia, Canada (“GCN”), each of ~~companies worldwide.~~GCN’s ~~Collectively~~shareholders named therein (collectively, ~~our~~the ~~officers~~“Sellers”), ~~and~~LF ~~directors~~International ~~have~~Pte. ~~decades~~Ltd., a Republic of ~~experience~~Singapore company, in ~~mergers~~the ~~and~~capacity ~~acquisitions~~as the representative from and ~~operating~~after ~~companies. We~~the ~~believe~~closing weof ~~benefit~~the ~~from~~Transactions ~~their~~(as ~~accomplishments,~~defined ~~and~~below) ~~specifically~~for Yunhong’s shareholders other than the Sellers, ~~their~~and ~~current~~Yang ~~activities~~Lan, in ~~identifying~~the ~~attractive~~capacity ~~acquisition opportunities~~as the representative for the Sellers thereunder. ~~However~~Pursuant to the Share Exchange Agreement, ~~there~~among isother nothings ~~assurance~~and ~~that~~subject to the terms and conditions contained therein, we will ~~complete~~effect aan ~~business~~acquisition ~~combination.~~of ~~Our~~GCN, ~~officers~~by ~~and~~acquiring ~~directors~~from ~~have~~the ~~no prior~~Sellers ~~experience~~all ~~consummating~~of athe ~~business~~issued ~~combination~~and ~~for~~outstanding aequity ~~“blank~~interests ~~check”~~of ~~company.~~GCN Wein ~~believe~~exchange ~~that~~for wenewly ~~will~~issued ~~add~~ordinary ~~value to~~shares ~~these~~of ~~businesses~~our ~~primarily~~Company by(together ~~providing~~with ~~them~~the ~~with~~other ~~access~~transactions tocontemplated by the ~~U.S.~~Share ~~capital~~Exchange ~~markets~~Agreement, the “Transactions”).

~~There~~On isSeptember no8, ~~restriction in the geographic location of targets we can pursue~~2021, ~~although~~ we ~~intend~~received toa ~~initially~~written ~~prioritize~~notice ~~Asia~~ (~~excluding~~the ~~China~~“Termination Notice”) asfrom ~~the~~GCN ~~geographical~~terminating ~~focus.~~the WeShare ~~believe~~Exchange ~~that~~Agreement, ~~there is~~effective aas ~~large pool~~ of ~~quality~~the ~~companies~~date ~~looking for exit opportunities with an increasing number~~ of PEthe ~~and~~Termination ~~VC activities in Asia~~Notice, ~~which~~ ~~provides~~because ~~us opportunities given~~ the ~~limited~~Business ~~exit~~Combination ~~options~~was ~~for~~not ~~mid-market~~consummated ~~companies~~by inJuly ~~Asia.~~30, ~~Also~~2021, ~~we believe that~~ the ~~consumer goods,~~outside ~~healthcare~~date ~~and~~pursuant ~~pharmaceutical, and E-commerce industries in Asia represent a particularly attractive deal sourcing environment that allows us~~ to ~~leverage~~the ~~our~~Share ~~team’s~~Exchange ~~skill sets and experience to identify a business combination which can potentially serve as a strong platform for future add-on acquisitions~~Agreement. ~~Our investment thesis is supported by the following trends:~~

·Business The Development of PE and VC Activities in Asia. The total AUM of Asia-focused PE and VC funds reached $772 billion in 2017, which accounted for 25% of the global alternative assets industry. The growth of PE and VC investments in Asia is driving demand for exits, which reached a 9-year high in 2018. According to the Asia-Pacific Private Equity Report 2019 issued by Bain & Company, secondary deals represented 10% of the total deal value for the sales of smaller companies in 2018 and are likely to continue rising. Furthermore, tougher market conditions for smaller and less established PE firms and the decline in assets held less than three years are putting pressure on returns. According to Asia-Pacific Private Equity Report 2019 issued by Bain & Company, the Asia Pacific fund managers intend to sell assets faster going forward, which positions us as a natural exit alternative and creates opportunities for us to identify targets for our initial business combination.Strategies

3We have sought and will continue to seek to capitalize on the strength of our management team. Our team consists of experienced financial services and accounting professionals and senior operating executives of companies worldwide. Collectively, our officers and directors have decades of experience in mergers and acquisitions and operating companies. We believe we benefit from their accomplishments, and specifically, their current activities, in identifying attractive acquisition opportunities. However, there is no assurance that we will complete a business combination with any target. Our officers and directors have no prior experience consummating a business combination for a “blank check” company. We believe that we will add value to these businesses primarily by providing them with access to the U.S. capital markets.

·There ~~Rapid~~is ~~Expansion~~no restriction in the geographic location of ~~Service~~targets ~~Sector~~we incan ~~Asia.~~pursue, ~~The~~although ~~Asian~~we ~~economy~~intend ~~experienced~~to ~~sustained~~initially ~~expansion~~prioritize inAsia ~~recent~~(excluding ~~years~~China) as the geographical focus. ~~While~~We ~~growth~~believe ofthat ~~manufacturing~~there ~~activity~~is ~~weakened~~a ~~and~~large ~~reached~~pool ~~the~~of ~~lowest~~quality ~~level~~companies ~~since~~looking ~~September~~for ~~2016,~~exit ~~the~~opportunities ~~service~~with ~~sector~~an ~~continues~~increasing tonumber ~~expand~~of PE and ~~drive~~VC ~~growth~~activities in Asia, ~~with~~which ~~healthcare,~~provides ~~business~~us ~~services~~opportunities ~~and~~given ~~consumer~~the ~~strategies,~~limited ~~particularly~~exit ~~asset~~options for mid-~~light~~market ~~and~~companies ~~tech~~in ~~enabled~~Asia. ~~business~~Also, ~~being~~we believe that the ~~best~~consumer ~~value~~goods, ~~creation~~healthcare ~~sectors.~~and pharmaceutical, and E-commerce industries in Asia

· The Evolvement of the Consumer Goods and E-Commerce Industries in Asia. We believe E-commerce will play an important role in Asia’s digital economy. The digital ecosystem in Southeast Asia is rapidly evolving due to new consumer needs and disruptive business models. According to the State of Digital Transformation in Southeast Asia report issued by BCG Consulting, Google and Mindshare, Southeast Asia is expected to become one of the world’s fastest-growing regions for E-commerce revenues, estimated to be $88 billion by 2025. The South Asia’s internet market size is expected to be worth more than $240 billion by 2025, according to the e-Conomy SEA 2018 report issued by Temasek and Google. Growing at an annual rate of 51%, led by companies such as Flipkart, Snapdeal and Firstcry, India is also expected to become the next big E-commerce market.3

~~Acquisition~~Table ~~Criteria~~of Contents

Our management team intends to focus on creating shareholder value by leveraging its experience in the management, operation and financing of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions. We have identified the following general criteria and guidelines, which we believe are important in evaluating prospective target businesses. While we have used these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see justification to do so.

~~(1)~~represent ~~Valuation~~a ~~and~~particularly ~~Industry:~~attractive ~~Target~~deal ~~businesses~~sourcing ofenvironment ~~total~~that ~~enterprise~~allows ~~value~~us ~~from~~to ~~$150~~leverage toour ~~$450~~team’s ~~million~~skill insets ~~the~~and ~~consumer/lifestyle~~experience ~~sector~~to ~~which~~identify ~~are~~a ~~strategically~~business ~~significant~~combination towhich ~~Asia,~~can ~~and~~potentially ~~who~~serve ~~could~~as ~~benefit~~a ~~from~~strong ~~our~~platform ~~industry~~for ~~networks~~future ~~and~~add-on ~~expertise~~acquisitions.

~~(2)~~Acquisition Businesses with Revenue and Earnings Growth Potential. We seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage.Criteria

~~(3)~~Our ~~Businesses~~management ~~with~~team ~~Potential~~focuses ~~for~~on ~~Strong~~creating ~~Free~~shareholder ~~Cash~~value ~~Flow~~by ~~Generation.~~leveraging Weits ~~seek~~experience toin ~~acquire~~the ~~one~~management, oroperation ~~more~~and financing of businesses ~~that~~to ~~have~~improve the ~~potential~~efficiency toof ~~generate~~operations ~~strong,~~while ~~stable~~implementing ~~and~~strategies ~~increasing~~to ~~free~~scale ~~cash~~revenue ~~flow~~organically and/or through acquisitions. We ~~intend~~have toidentified ~~focus~~the onfollowing ~~one~~general orcriteria ~~more~~and ~~businesses~~guidelines, ~~that~~which ~~have~~we ~~predictable~~believe ~~revenue~~are ~~streams~~important ~~and~~in ~~definable~~evaluating ~~low~~prospective ~~working~~target ~~capital~~businesses. While we have used these criteria and ~~capital~~guidelines ~~expenditure~~in ~~requirements.~~evaluating Weprospective businesses, we may ~~also~~deviate ~~seek~~from tothese ~~prudently~~criteria ~~leverage~~and ~~this~~guidelines ~~cash~~should ~~flow~~we insee ~~order~~justification to ~~enhance~~do ~~shareholder value~~so.

(41) ~~Benefit~~Valuation ~~from~~and ~~Being~~Industry: aTarget ~~Public~~businesses ~~Company.~~of Wetotal ~~intend~~enterprise tovalue ~~only~~from ~~acquire~~$150 ato ~~business~~$450 ormillion ~~businesses~~in ~~that~~the ~~will~~consumer/lifestyle ~~benefit~~sector ~~from being publicly traded and~~ which ~~can~~are ~~effectively~~strategically ~~utilize~~significant ~~access~~ to ~~broader~~Asia, ~~sources of capital~~ and awho ~~public~~could ~~profile~~benefit ~~that~~from ~~are~~our ~~associated~~industry ~~with~~networks ~~being~~and ~~a publicly traded company~~expertise.

~~This~~(2) ~~criteria~~Businesses ~~does~~with ~~not~~Revenue ~~intend~~and toEarnings beGrowth ~~exhaustive~~Potential. ~~Any~~We ~~evaluation relating~~seek to ~~the~~acquire ~~merits~~one ofor amore ~~particular~~businesses ~~initial~~that ~~business~~have ~~combination~~the ~~may~~potential befor ~~based,~~significant torevenue ~~the~~and ~~extent~~earnings ~~relevant,~~growth onthrough ~~these~~a ~~general~~combination ~~guidelines as~~of ~~well~~both asexisting ~~other~~and ~~considerations,~~new ~~factors~~product ~~and~~development, ~~criteria~~increased ~~that~~production ~~our~~capacity, ~~sponsor~~expense reduction and ~~management~~synergistic ~~team~~follow-on ~~may~~acquisitions ~~deem~~resulting ~~relevant~~in increased operating leverage.

4(3) Businesses with Potential for Strong Free Cash Flow Generation. We seek to acquire one or more businesses that have the potential to generate strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value.

~~Competition~~(4) Benefit from Being a Public Company. We intend to only acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company.

InThis ~~identifying,~~criteria ~~evaluating~~does ~~and~~not ~~selecting~~intend ato ~~target~~be ~~business~~exhaustive. ~~for our~~Any ~~initial~~evaluation ~~business~~relating ~~combination, we may encounter intense competition from other entities having a business objective similar~~ to ~~ours,~~the ~~including~~merits ~~other blank check companies, private equity groups, venture capital, funds leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many~~ of ~~these~~a ~~entities~~particular ~~are~~initial ~~well established and have significant experience identifying and effecting~~ business ~~combinations~~combination ~~directly~~may orbe ~~through affiliates. Moreover~~based, ~~many of these competitors possess greater financial, technical, human and other resources than us. Our ability~~ to ~~acquire larger target businesses is limited by our available financial resources. This inherent limitation gives others an advantage in pursuing~~ the ~~acquisition~~extent ~~of a target business. Furthermore~~relevant, ~~the requirement~~on ~~that,~~these sogeneral ~~long~~guidelines as ~~our~~well ~~securities~~as ~~are~~other ~~listed on Nasdaq~~considerations, wefactors ~~acquire a target business or businesses having a fair market value equal to at least 80% of the value of the trust account (less any deferred underwriting commissions~~ and ~~taxes~~criteria ~~payable on interest earned and less any interest earned thereon~~ that ~~is released to us for taxes) at the time of the agreement to enter into the business combination,~~ our ~~obligation~~sponsor ~~to pay cash in connection with our public shareholders who exercise their redemption rights,~~ and ~~our~~management ~~outstanding~~team ~~warrants, rights and unit purchase options and the potential future dilution they represent,~~ may ~~not~~deem ~~be viewed favorably by certain target businesses~~relevant. ~~Any of these factors may place us at a competitive disadvantage in successfully negotiating our initial business combination.~~

~~Our Investment Process~~Competition

In identifying, evaluating aand ~~prospective~~selecting a target business for our initial business combination, we have ~~conducted~~ encountered and ~~will~~may continue to ~~conduct~~encounter, aintense ~~thorough~~competition ~~due~~from ~~diligence~~other ~~review,~~entities ~~which~~having ~~encompasses~~a business objective similar to ours, ~~among~~including other ~~things~~blank check companies, ~~meetings~~private ~~with~~equity ~~incumbent~~groups, ~~management and~~venture ~~employees~~capital, ~~document~~funds ~~reviews~~leveraged buyout funds, ~~inspection~~and operating businesses seeking strategic acquisitions. Many of ~~facilities,~~these asentities are well asestablished aand ~~review~~have significant experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other ~~information~~resources ~~that~~than ~~will~~us. ~~be made~~Our ~~available~~ability to ~~us.~~acquire Welarger ~~also~~target ~~utilize~~businesses ~~our~~is ~~operational~~limited ~~and~~by ~~capital~~our ~~planning~~available ~~experience~~financial resources. ~~Due~~This toinherent limitation gives others an advantage in pursuing the ~~relationships~~acquisition ~~among~~of ~~our~~a ~~sponsor~~target business. Furthermore, ~~management~~ ~~team~~the ~~and~~requirement ~~their~~that, ~~respective~~so ~~affiliates~~long as our securities are listed on Nasdaq, we ~~believe~~acquire ~~that~~a wetarget ~~have~~business ~~the~~or ~~capacity~~businesses having a fair market value equal to ~~appropriately~~at ~~source~~least ~~opportunities,~~80% of the value of the trust account (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released to ~~conduct~~us ~~critical~~for taxes) at the time of the agreement to enter into the business combination, ~~financial~~our ~~and~~obligation ~~other~~to ~~analyses~~pay ofcash ~~prospective~~in ~~target~~connection ~~businesses~~with ~~ourselves~~our public shareholders who exercise their redemption rights, and ~~accordingly~~our outstanding warrants, ~~relative to~~rights ~~other~~and ~~blank~~unit ~~check~~purchase ~~companies,~~options weand ~~believe~~the wepotential ~~have~~future ~~less~~dilution ~~reliance~~they onrepresent, ~~unaffiliated~~may ~~third~~not ~~parties~~be toviewed ~~provide~~favorably ~~such~~by ~~key~~certain ~~elements~~target businesses. Any of ~~the~~ ~~investment~~these ~~process~~factors may place us at a competitive disadvantage in successfully negotiating our initial business combination.

Each of our directors and officers presently has, and in the future any of our directors and officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our ~~amended~~Investment and restated memorandum and articles of association provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination.Process

~~Sourcing~~In evaluating a prospective target business, we have conducted and will continue to conduct a thorough due diligence review, which encompasses, among other things, meetings with incumbent management and employees, document reviews, inspection of ~~Potential~~facilities, ~~Business~~as ~~Combination~~well ~~Targets~~as a review of financial and other information that will be made available to us. We also utilize our operational and capital planning experience. Due to the relationships among our sponsor, management team and their respective affiliates, we believe that we have the capacity to appropriately source opportunities, and to conduct critical business, financial and other analyses of prospective target businesses ourselves, and accordingly, relative to other blank check companies, we believe we have less reliance on unaffiliated third parties to provide such key elements of the investment process.

We believe that the operational and transactional experience of our management team and their respective affiliates, and the relationships they have developed as a result of such experience, provides us with a substantial number of potential business combination targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses, relationships with sellers, financing sources and target management teams and experience in executing transactions under varying economic and financial market conditions. We believe that these networks of contacts and relationships provide us important sources of investment opportunities. In addition, target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions.4

5Table of Contents

Our acquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.

WeEach ~~are~~of ~~not~~our ~~prohibited~~directors ~~from~~and ~~pursuing~~officers anpresently ~~initial~~has, ~~business~~and ~~combination with~~in athe ~~company~~future ~~that~~any isof ~~affiliated~~our ~~with~~directors ~~our~~and ~~sponsor~~officers may have additional, ~~officers~~fiduciary or ~~directors,~~contractual obligations to other entities pursuant to which such officer or ~~making~~director ~~the~~is or will be required to present acquisition ~~through~~opportunities ato ~~joint~~such ~~venture~~entity. Accordingly, subject to his or ~~other~~ ~~form~~her offiduciary ~~shared~~duties ~~ownership~~under ~~with~~Cayman ~~our~~Islands ~~sponsor~~law, if any of our officers or directors. Inbecomes ~~the~~aware ~~event~~of wean ~~seek~~acquisition toopportunity ~~complete~~which is suitable for an ~~initial~~entity ~~business~~to ~~combination with~~which ahe ~~target~~or ~~that~~she ishas ~~affiliated~~then ~~with~~current ~~our~~fiduciary ~~sponsor~~or contractual obligations, ~~officers~~he or ~~directors,~~she ~~we,~~will need to honor his or aher ~~committee~~fiduciary ofor ~~independent~~contractual ~~directors,~~obligations ~~would~~to ~~obtain an~~present ~~opinion~~such ~~from~~acquisition anopportunity ~~independent~~to ~~investment~~such ~~banking~~entity, ~~firm~~and oronly ~~another~~present ~~independent~~it ~~firm~~to ~~that~~us ~~commonly~~if ~~renders~~such ~~valuation~~entity ~~opinions~~rejects ~~for~~ the ~~type~~opportunity. Our amended and restated memorandum and articles of ~~company~~association weprovide ~~are~~that, ~~seeking~~subject to ~~acquire~~his or anher ~~independent~~fiduciary ~~accounting~~duties ~~firm~~under Cayman Islands law, ~~that~~we ~~such~~renounce anour ~~initial~~interest ~~business~~in ~~combination~~any corporate opportunity offered to any officer or director unless such opportunity is ~~fair~~ expressly offered to ~~our~~such ~~company~~person ~~from~~solely in his or her capacity as a ~~financial~~director ~~point~~or officer of ~~view.~~our Wecompany and such opportunity is one we are ~~not~~legally ~~required~~and contractually permitted to ~~obtain~~undertake ~~such~~and anwould ~~opinion~~otherwise inbe reasonable for us to pursue. We do not believe, however, that any ~~other~~fiduciary ~~context~~duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination.

~~Unless~~Sourcing ~~we complete our initial business combination with an affiliated entity, or our Board~~ of ~~Directors~~Potential ~~cannot~~Business ~~independently~~Combination determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our Board of Directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.Targets

IfWe ~~any~~believe that the operational and transactional experience of our ~~officers~~management orteam ~~directors~~and ~~becomes~~their ~~aware~~respective affiliates, and the relationships they have developed as a result of such experience, provides us with a substantial number of potential business combination ~~opportunity~~targets. ~~that~~These ~~falls~~individuals ~~within~~and ~~the~~entities ~~line~~have ofdeveloped ~~business~~a broad network of ~~any~~contacts ~~entity~~and tocorporate ~~which~~relationships hearound orthe ~~she~~world. This network has ~~pre-existing~~grown ~~fiduciary~~through orsourcing, ~~contractual obligations~~acquiring and financing businesses, herelationships orwith ~~she~~sellers, ~~may~~financing besources ~~required~~and totarget ~~present~~management ~~such~~teams ~~business~~and ~~combination~~experience ~~opportunity~~in toexecuting ~~such~~transactions ~~entity~~under ~~prior~~varying toeconomic ~~presenting~~and ~~such business~~financial ~~combination~~market ~~opportunity~~conditions. toWe ~~us,~~believe ~~subject~~that tothese ~~his~~networks orof ~~her~~contacts ~~fiduciary~~and ~~duties~~relationships ~~under~~provide ~~Cayman~~us ~~Islands~~important ~~law~~sources of investment opportunities. ~~All~~In ofaddition, target business candidates may be brought to our ~~officers~~attention ~~currently have~~from ~~certain~~various ~~relevant~~unaffiliated ~~fiduciary~~sources, ~~duties~~including orinvestment ~~contractual~~market ~~obligations~~participants, ~~that~~private ~~may~~equity ~~take~~funds ~~priority~~and ~~over~~large ~~their~~business ~~duties~~enterprises seeking to usdivest noncore assets or divisions.

~~Other~~Our ~~Acquisition~~acquisition ~~Considerations~~criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.

~~Members~~We ofare ~~our~~not ~~management~~prohibited ~~team~~from ~~directly~~pursuing oran ~~indirectly~~initial ~~own~~business ~~our ordinary~~combination ~~shares~~with ~~and/or~~a ~~private~~company ~~placement~~that ~~units,~~is ~~and~~affiliated with our sponsor, ~~accordingly~~officers or directors, ~~may~~or ~~have~~making the acquisition through a ~~conflict~~joint venture or other form of ~~interest~~shared inownership ~~determining~~with ~~whether~~our asponsor, ~~particular target~~officers ~~business~~or isdirectors. anIn ~~appropriate~~the ~~business~~event ~~with~~we ~~which~~seek to ~~effectuate~~complete ~~our~~an initial business combination. ~~Further,~~with ~~each~~a oftarget that is affiliated with our sponsor, officers ~~and~~ or directors, ~~may~~we, ~~have~~or a ~~conflict~~committee of ~~interest~~independent ~~with~~directors, ~~respect~~would toobtain ~~evaluating~~an aopinion ~~particular~~from ~~business~~an ~~combination~~independent ifinvestment ~~the~~banking ~~retention~~firm or ~~resignation~~ ofanother ~~any~~independent ~~such~~firm ~~officers~~that ~~and~~commonly ~~directors~~renders ~~was~~valuation ~~included~~opinions byfor athe ~~target~~type ~~business~~of ascompany awe ~~condition~~are seeking to ~~any~~acquire ~~agreement~~or ~~with~~an ~~respect~~independent ~~to our~~accounting firm, that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

~~Our~~Unless ~~sponsor~~we complete our initial business combination with an affiliated entity, ~~officers~~or ~~and~~our ~~directors~~Board ~~have~~of ~~agreed~~Directors cannot independently determine the fair market value of the target business or businesses, we are not required to ~~become~~ obtain an ~~officer~~opinion orfrom ~~director~~an ofindependent ~~any~~investment ~~other~~banking ~~special~~firm, ~~purpose~~another ~~acquisition~~independent ~~company~~firm ~~with~~that acommonly ~~class~~renders ofvaluation ~~securities~~opinions ~~registered~~for ~~under~~ the ~~Exchange Act,~~type ~~until~~of company we ~~have~~are ~~entered~~seeking ~~into~~to aacquire ~~definitive~~or ~~agreement~~from ~~regarding~~an ~~our~~independent ~~initial~~accounting ~~business~~firm ~~combination~~that orthe price we ~~have~~are ~~failed~~paying for a target is fair to ~~complete~~ our ~~initial~~company ~~business~~from ~~combination~~a byfinancial ~~February~~point ~~18,~~of ~~2021~~view. ~~(or~~If ~~until~~no ~~November~~opinion 18is obtained, ~~2021~~our ifshareholders wewill ~~extend~~be relying on the ~~period~~judgment of ~~time~~our toBoard ~~consummate a~~of ~~business~~Directors, ~~combination~~who will determine fair market value based on standards generally accepted by the ~~full~~financial ~~amount~~community. ofSuch ~~time)~~standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

~~Initial~~If ~~Business~~any ~~Combination~~of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. All of our officers currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

~~NASDAQ~~Other ~~rules~~Acquisition require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. If our Board of Directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.Considerations

6Members of our management team directly or indirectly own our ordinary shares and/or private placement units, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

We will have until February 18, 2021 (or until November 18, 2021 if we extend the period of time to consummate a business combination by the full amount of time) to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within such time frame, we may extend the period of time to consummate a business combination up to three times, each by an additional three months (or up to 21 months from the closing of our initial public offering if we extend the period of time to consummate a business combination by the full amount of time). Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement entered into between us and American Stock Transfer & Trust Company during our initial public offering, in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees, upon ten days advance notice prior to the applicable deadline, must deposit into the trust account $690,000 ($0.10 per share) on or prior to the date of the applicable deadline, for each three month extension (up to an aggregate of $2,070,000, or $0.30 per share if we extend for the full nine months). Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. If we do not complete a business combination, we will not repay such loans. Furthermore, the letter agreement with our initial shareholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the trust account in the event that we do not complete a business combination. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination.5

IfTable ~~we are unable to consummate an initial business combination within such time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem 100%~~ of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust account (net of interest that may be used by us to pay our taxes payable and for dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and as further described herein, and then seek to dissolve and liquidate. We expect the pro rata redemption price to be approximately $10.00 per public share (regardless of whether or not the underwriters exercise their over-allotment option) (subject to increase of up to an additional $0.30 per share in the event that our sponsor elects to extend the period of time to consummate a business combination by the full nine months), without taking into account any interest earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders.Contents

We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the 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 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.

7Our sponsor, officers and directors have agreed not to become an officer or director of any other special purpose acquisition company with a class of securities registered under the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination by November 18, 2021 (which may be further extended upon shareholder approval).

~~Status~~Initial asBusiness ~~a Public Company~~Combination

WeNASDAQ ~~believe~~rules require that our ~~structure~~initial ~~makes~~business uscombination anmust ~~attractive~~be ~~business~~with ~~combination partner~~one toor more target businesses. Asthat antogether ~~existing~~have ~~public~~an ~~company,~~aggregate wefair ~~offer~~market avalue ~~target~~equal ~~business~~to anat ~~alternative~~least to80% of the ~~traditional~~balance ~~initial public~~in ~~offering~~the ~~through~~trust aaccount ~~merger~~(less orany ~~other~~deferred ~~business~~underwriting ~~combination.~~commissions Inand ~~this~~taxes ~~situation,~~payable ~~the~~on ~~owners~~interest ofearned) at the ~~target~~time ~~business~~of ~~would~~our ~~exchange their~~signing ~~shares~~a ofdefinitive ~~stock~~agreement in ~~the~~connection ~~target~~with ~~business for~~ our ~~shares~~initial orbusiness ~~for a~~ combination. ofIf our ~~shares~~Board ~~and~~of ~~cash,~~Directors ~~allowing~~is usnot able to ~~tailor the~~independently ~~consideration~~determine to the ~~specific~~fair ~~needs~~market value of the ~~sellers.~~target ~~Although~~business ~~there~~or ~~are~~businesses, ~~various~~we ~~costs~~will ~~and~~obtain ~~obligations~~an ~~associated~~opinion ~~with~~from ~~being a~~an ~~public~~independent ~~company,~~investment webanking ~~believe~~firm ~~target~~or ~~businesses~~another ~~will~~independent ~~find~~firm ~~this~~that ~~method~~commonly arenders ~~more~~valuation ~~certain~~opinions ~~and~~for ~~cost-effective~~the ~~method~~type toof ~~becoming a public~~ company ~~than~~we ~~the~~are ~~typical~~seeking ~~initial~~to ~~public~~acquire ~~offering.~~or Inan aindependent ~~typical~~accounting ~~initial~~firm ~~public~~with ~~offering,~~respect ~~there~~to ~~are~~the ~~additional~~satisfaction ~~expenses~~of ~~incurred in~~such ~~marketing,~~criteria. ~~road~~We ~~show~~do ~~and~~not ~~public~~intend ~~reporting~~to ~~efforts~~purchase ~~that~~multiple ~~may~~businesses ~~not~~in beunrelated ~~present~~industries ~~to the same extent~~ in ~~connection~~conjunction with aour initial business combination ~~with us~~.

~~Furthermore~~We initially had until February 18, ~~once~~2021 ato ~~proposed~~consummate an initial business combination. isHowever, ~~completed~~if we anticipate that we may not be able to consummate our initial business combination within such time frame, we may extend the ~~target~~period of time to consummate a business ~~will~~combination ~~have~~up ~~effectively~~to ~~become~~three ~~public~~times, ~~whereas~~each by an additional three months (or up to 21 months from the closing of our initial public offering isif ~~always~~we ~~subject~~extend the period of time to consummate a business combination by the ~~underwriters’ ability~~full amount of time). On February 10, 2021, May 13, 2021, and August 15, 2021, the period of time for us to ~~complete~~consummate an initial business combination was extended, each time for an additional three-month period, ending on May 18, 2021, August 18, 2021, and November 18, 2021, respectively. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement entered into between us and American Stock Transfer & Trust Company during our initial public offering, asin ~~well~~order asto ~~general~~extend ~~market~~the ~~conditions~~time available for us to consummate our initial business combination, ~~which~~GCN ~~could~~deposited ~~delay~~into the trust account $690,000 ($0.10 per share) on or ~~prevent~~prior to the ~~offering~~date of the applicable deadline, for each three month extension (or an aggregate of $2,070,000, or $0.30 per share). The deposits were each funded by a non-interest bearing unsecured convertible promissory note from ~~occurring~~GCN. ~~Once~~ ~~public,~~All wethree ~~believe~~notes ~~the~~are ~~target~~repayable ~~business~~on ~~would~~or ~~then~~before ~~have~~November 18, ~~greater~~2021 ~~access~~(subject to ~~capital~~the waiver against trust limitations) and anmay ~~additional~~be ~~means~~converted into shares of ~~providing~~our ~~management incentives~~Company ~~consistent~~or ~~with~~its ~~shareholders’~~successor ~~interests~~entity at a price of $10.00 Itper ~~can~~share ~~offer~~at ~~further~~the ~~benefits~~option byof ~~augmenting~~the alender. ~~company’s~~If ~~profile among~~we ~~potential~~complete ~~new~~our ~~customers~~initial ~~and~~business ~~vendors~~combination, ~~and~~we ~~aid~~would inrepay ~~attracting~~such ~~talented~~loaned ~~employees~~amounts out of the proceeds of the trust account released to us.

~~While~~If we ~~believe~~are ~~that~~unable ~~our~~to ~~structure~~consummate ~~and~~an ~~our~~initial ~~management~~business ~~team’s backgrounds~~combination ~~makes~~within ussuch antime ~~attractive~~period, we will, as promptly as reasonably possible but not more than ten business days ~~partner~~thereafter, ~~some~~redeem ~~potential~~100% ~~target~~of ~~businesses~~the ~~may~~outstanding ~~have~~public shares, at a ~~negative~~per-share ~~view~~price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust account (net of interest that may be used by us ~~since~~to wepay ~~are a~~our ~~blank~~taxes ~~check~~payable ~~company~~and for dissolution expenses), ~~without~~divided anby ~~operating~~the ~~history~~number of then outstanding public shares, ~~and~~which ~~there~~redemption iswill ~~uncertainty~~completely ~~relating~~extinguish public shareholders’ rights as shareholders (including the right to ~~our~~receive ~~ability~~further liquidation distributions, if any), subject to ~~obtain~~applicable ~~shareholder~~law ~~approval of~~and ~~our~~as ~~proposed~~further ~~initial~~described ~~business~~herein, ~~combination~~and then seek to dissolve and ~~retain~~liquidate. ~~sufficient~~We ~~funds~~expect inthe ~~our~~pro ~~trust~~rata redemption price to be approximately $10.30 per public share, without taking into account any interest earned on such funds. However, we cannot assure you that we will in ~~connection~~fact ~~therewith~~be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders.

We ~~are~~anticipate anstructuring ~~“emerging~~our ~~growth~~initial ~~company,”~~business ascombination ~~defined~~ so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the ~~JOBS~~equity ~~Act~~interests or assets of the target business or businesses. We ~~will~~may, ~~remain~~however, anstructure ~~emerging~~our ~~growth~~initial business combination such that the post-transaction company ~~until~~owns or acquires less than 100% of such interests or assets of the ~~earlier~~target business in order to meet certain objectives of ~~(1)~~the target management team or shareholders or for other reasons, but we will only complete such business combination if the ~~last~~post-transaction ~~day~~company owns or acquires 50% or more of the ~~fiscal~~outstanding ~~year~~voting (securities of the target or otherwise acquires a) ~~following~~ controlling interest in the ~~fifth~~target ~~anniversary~~sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the ~~completion~~Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our ~~initial~~shareholders ~~public~~prior ~~offering~~to the business combination may collectively own a minority interest in the post-transaction company, ~~(b)~~depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we ~~have~~issue ~~total~~a ~~annual~~substantial ~~gross~~number ~~revenue~~of new shares in exchange for all of atthe ~~least $1~~outstanding capital stock of a target.07 ~~billion~~In this case, orwe ~~(c)~~would acquire a 100% controlling interest in ~~which~~the wetarget. ~~are~~However, ~~deemed~~as toa beresult of the issuance of a ~~large~~substantial ~~accelerated~~number ~~filer~~of new shares, ~~which~~our ~~means~~shareholders ~~the~~immediately ~~market~~prior ~~value~~to our initial business combination could own less than a majority of our ~~ordinary~~outstanding shares ~~that~~ issubsequent ~~held~~to byour ~~non-affiliates~~initial ~~exceeds~~business ~~$700~~combination. ~~million~~If asless than 100% of the ~~prior~~equity ~~December~~interests 31or assets of a target business or businesses are owned or acquired by the post-transaction company, ~~and~~the ~~(2)~~portion of such business or businesses that is owned or acquired is what will be valued for purposes of the ~~date~~80% onof ~~which~~net weassets ~~have~~test. ~~issued~~If our initial business combination involves more than ~~$1.0~~one ~~billion~~target inbusiness, ~~non-convertible~~the ~~debt~~80% ~~securities~~of ~~during~~net assets test will be based on the ~~prior~~aggregate ~~three-year~~value ~~period~~of all of the target businesses.

~~Financial Position~~6

~~With funds~~Table ~~available for a business combination in the amount~~ of $66,642,508 , as of June 30, 2020 (assuming no redemptions and after payment of $2,415,000 of deferred underwriting fees), before fees and expenses associated with our initial business combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.Contents

~~Effecting Our Initial Business Combination~~

WeStatus are not presently engaged in, and we will not engage in, any operations until we consummate our initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the private placement of the private placement units, our shares, debt or a combination of these as ~~the consideration to be paid in our initial business combination. We may, although we do not currently intend to, seek to complete our initial business combination with~~ a ~~company~~Public or business that may be financially unstable or in its early stages of development or growth, start-up companies or companies with speculative business plans or excess leverage, which would subject us to the numerous risks inherent in such companies and businesses.Company

IfWe believe our ~~initial~~structure makes us an attractive business combination ispartner ~~paid~~to ~~for~~target ~~using~~businesses. ~~equity or~~As ~~debt~~an ~~securities~~existing public company, orwe ~~not~~offer ~~all~~a oftarget ~~the~~business ~~funds~~an ~~released~~alternative ~~from~~to the ~~trust~~traditional ~~account~~initial ~~are~~public ~~used~~offering ~~for~~through ~~payment~~a merger or other business combination. In this situation, the owners of the ~~consideration~~target inbusiness ~~connection with~~would ~~our~~exchange ~~initial~~their shares of stock in the target business ~~combination~~for orour ~~used~~shares or for ~~redemptions~~a combination of our ~~Class~~shares Aand ~~ordinary shares~~cash, weallowing ~~may~~us ~~apply~~to tailor the ~~balance~~consideration to the specific needs of the ~~cash released~~sellers. toAlthough usthere ~~from~~are ~~the~~various ~~trust~~costs ~~account~~and ~~for~~obligations ~~general~~associated ~~corporate~~with ~~purposes~~being a public company, ~~including~~we ~~for~~believe ~~maintenance~~target orbusinesses ~~expansion~~will offind ~~operations~~this ofmethod ~~the post~~a more certain and cost-~~transaction~~effective method to becoming a public company, than the ~~payment~~typical ofinitial ~~principal~~public oroffering. ~~interest~~In ~~due~~a ontypical ~~indebtedness~~initial public offering, there are additional expenses incurred in ~~completing~~marketing, ~~our~~road ~~initial~~show ~~business combination,~~and topublic ~~fund~~reporting efforts that may not be present to the ~~purchase~~same ofextent ~~other~~in ~~companies~~connection orwith ~~for~~a ~~working~~business ~~capital~~combination with us.

8Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

WeWhile ~~may~~we ~~seek~~believe tothat ~~raise~~our ~~additional~~structure ~~funds~~and ~~through~~our amanagement ~~private~~team’s ~~offering of~~backgrounds ~~debt~~makes orus ~~equity~~an ~~securities~~attractive inbusiness ~~connection~~partner, ~~with~~some ~~the~~potential ~~completion~~target businesses may have a negative view of ~~our~~us ~~initial~~since ~~business~~we ~~combination~~are a blank check company, without an operating history, and wethere ~~may~~is ~~effectuate~~uncertainty relating to our ~~initial business~~ability ~~combination~~to ~~using~~obtain ~~the~~shareholder ~~proceeds~~approval of ~~such~~our ~~offering~~proposed ~~rather~~initial ~~than~~business ~~using~~combination ~~the~~and ~~amounts~~retain ~~held~~sufficient funds in ~~the~~our trust account in connection therewith.

InWe ~~the~~are ~~case of~~ an ~~initial~~“emerging ~~business~~growth ~~combination~~company,” ~~funded~~as ~~with~~defined ~~assets other~~in ~~than~~ the ~~trust~~JOBS ~~account~~Act. ~~assets,~~We ~~our~~will ~~tender~~remain ~~offer~~an ~~documents~~emerging orgrowth ~~proxy~~company ~~materials~~until ~~disclosing~~the earlier of (1) the ~~business~~last ~~combination~~day ~~would~~of ~~disclose~~ the ~~terms~~fiscal year of(a) following the ~~financing~~fifth ~~and,~~anniversary ~~only~~of ifthe ~~required~~completion byof ~~law~~our initial public offering, (b) in which we ~~would~~have ~~seek~~total ~~shareholder~~annual ~~approval~~gross revenue of ~~such~~at ~~financing~~least $1.07 ~~There~~billion, or (c) in which we are nodeemed ~~prohibitions on~~to be a large accelerated filer, which means the market value of our ~~ability~~ordinary toshares ~~raise~~that ~~funds~~is ~~privately~~held orby ~~through~~non-affiliates ~~loans~~exceeds $700 million as of the prior December 31, and (2) the date on which we have issued more than $1.0 billion in ~~connection~~non-convertible ~~with~~debt ~~our~~securities ~~initial~~during ~~business~~the ~~combination~~prior three-year period.

~~Selection~~Financial ~~of a target business and structuring of our initial business combination~~Position

~~NASDAQ~~With ~~rules~~funds ~~require~~available ~~that~~for ~~our~~a ~~initial~~ business combination ~~must be~~in ~~with~~the ~~one~~amount orof ~~more~~$67,994,613, ~~target~~as ~~businesses~~of ~~that~~June 30, ~~together~~2021 ~~have~~(assuming anno ~~aggregate~~redemptions ~~fair~~and ~~market~~after ~~value~~payment ~~equal~~of to$2,415,000 atof ~~least~~deferred ~~80%~~underwriting offees), ~~the~~before ~~balance~~fees ~~in the~~and ~~trust~~expenses ~~account~~associated ~~(less~~with ~~any~~our ~~deferred~~initial ~~underwriting~~business ~~commissions~~combination, ~~and~~we ~~taxes~~offer ~~payable~~a ontarget ~~interest~~business ~~earned)~~a atvariety ~~the~~of ~~time~~options ofsuch ~~our~~as ~~signing~~ creating a ~~definitive~~liquidity ~~agreement~~event infor ~~connection~~its ~~with~~owners, ~~our~~providing ~~initial~~capital ~~business~~for ~~combination.~~the ~~The~~potential ~~fair~~growth ~~market~~and ~~value~~expansion of ~~the~~its ~~target~~operations or ~~targets~~strengthening ~~will be~~its ~~determined~~balance sheet by ~~our~~reducing ~~Board~~its ofdebt ~~Directors~~ratio. ~~based~~Because ~~upon~~we ~~one~~are orable ~~more~~to ~~standards~~complete ~~generally~~our ~~accepted~~initial bybusiness ~~the~~combination ~~financial~~using ~~community~~our cash, ~~such~~debt ~~as discounted~~or ~~cash~~equity ~~flow~~securities, ~~valuation~~ or ~~value~~a combination of ~~comparable~~the ~~businesses.~~foregoing, ~~Our~~we ~~shareholders~~have ~~will~~the beflexibility ~~relying~~to onuse the ~~business~~most ~~judgment~~efficient ~~of our~~combination ~~Board~~that ofwill ~~Directors,~~allow ~~which~~us ~~has~~to ~~significant~~tailor ~~discretion~~the inconsideration ~~choosing~~to ~~the~~be ~~standard~~paid ~~used~~ to ~~establish~~ the ~~fair~~target ~~market~~business ~~value~~to offit ~~the target~~its orneeds ~~targets,~~ and ~~different~~desires. ~~methods~~However, ofwe ~~valuation~~have ~~may~~not ~~vary~~taken ~~greatly~~any insteps ~~outcome~~to ~~from~~secure ~~one~~third ~~another.~~party ~~Such~~financing ~~standards~~and ~~used~~there ~~will~~can be ~~disclosed~~ inno ~~our~~assurance ~~tender~~it ~~offer~~will ~~documents~~be oravailable ~~proxy solicitation materials, as applicable, related~~ to ~~our initial business combination~~us.

IfEffecting ~~our~~Our ~~Board~~Initial ofBusiness Directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management has virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we are not permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.Combination

InWe ~~any~~are ~~case~~not presently engaged in, and we will ~~only~~not ~~complete~~engage anin, any operations until we consummate our initial business combination in. ~~which~~We weintend ~~own~~to oreffectuate ~~acquire~~our ~~50%~~initial orbusiness ~~more~~combination ofusing ~~the~~cash ~~outstanding~~from ~~voting~~the ~~securities~~proceeds of ~~the~~our ~~target~~initial orpublic ~~otherwise~~offering ~~acquire~~and athe ~~controlling~~private ~~interest in~~placement of the ~~target~~private ~~sufficient~~placement ~~for~~units, itour ~~not~~shares, todebt beor ~~required~~a tocombination ~~register~~of these as anthe ~~investment~~consideration ~~company~~to ~~under~~be ~~the~~paid ~~Investment~~in ~~Company~~our ~~Act~~initial business combination. IfWe may, although we ~~own~~ ordo ~~acquire~~not ~~less~~currently ~~than~~intend ~~100%~~to, ofseek ~~the~~to ~~equity~~complete ~~interests~~our orinitial ~~assets~~business ofcombination with a ~~target~~company or business that may be financially unstable or ~~businesses,~~in ~~the~~its ~~portion~~early stages of ~~such~~development ~~business~~ or ~~businesses~~growth, ~~that~~start-up ~~are~~companies ~~owned~~ or ~~acquired~~companies bywith ~~the~~speculative ~~post-transaction~~business ~~company~~plans isor ~~what~~excess ~~will~~leverage, bewhich ~~valued~~would ~~for~~subject ~~purposes~~us ofto the ~~80%~~numerous ofrisks ~~net assets~~inherent ~~test~~in such companies and businesses.

ToIf ~~the extent we effect~~ our initial business combination ~~with a~~is ~~company~~paid orfor ~~business~~using ~~that~~equity ~~may~~or bedebt ~~financially~~securities, ~~unstable~~ or innot ~~its~~all ~~early~~of ~~stages~~the offunds ~~development~~released orfrom ~~growth~~the wetrust ~~may~~account beare ~~affected~~used byfor ~~numerous risks~~payment ~~inherent~~of the consideration in ~~such~~connection ~~company~~with orour initial business. ~~Although~~combination or used for redemptions of our ~~management~~Class A ~~will~~ordinary ~~endeavor~~shares, we may apply the balance of the cash released to ~~evaluate~~us from the ~~risks~~trust ~~inherent~~account infor ageneral ~~particular target~~corporate ~~business~~purposes, weincluding ~~cannot~~for ~~assure~~maintenance ~~you~~or ~~that~~expansion weof ~~will~~operations ~~properly~~of ~~ascertain~~the post-transaction company, the payment of principal or ~~assess~~interest ~~all~~due ~~significant~~on ~~risk~~indebtedness ~~factors~~incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

InWe ~~evaluating~~may aseek ~~prospective~~to ~~target~~raise ~~business,~~additional wefunds ~~have~~through ~~conducted and~~a ~~will~~private ~~continue~~offering toof ~~conduct~~debt aor ~~thorough~~equity ~~due~~securities ~~diligence~~in ~~review~~connection ~~which~~with ~~encompasses,~~the ~~among~~completion ~~other~~of ~~things,~~our ~~meetings~~initial ~~with~~business ~~incumbent~~combination, ~~management~~ and ~~employees,~~we ~~document~~may ~~reviews,~~effectuate ~~inspection~~our ofinitial ~~facilities,~~business ascombination ~~well~~using asthe aproceeds ~~review~~ of ~~financial,~~such ~~operational,~~offering ~~legal~~rather ~~and~~than ~~other~~using ~~information which~~the ~~will~~amounts beheld ~~made~~in ~~available~~the totrust usaccount.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.7

9Table of Contents

~~Lack of business diversification~~

~~For~~In ~~an indefinite period of time after~~ the ~~completion~~case of ~~our~~ an initial business combination, ~~the~~funded ~~prospects~~with ~~for~~assets ~~our~~other ~~success~~than ~~may depend entirely on~~ the ~~future~~trust ~~performance~~account ofassets, aour ~~single~~tender ~~business. Unlike~~offer ~~other~~documents ~~entities~~or ~~that~~proxy ~~have~~materials disclosing the ~~resources to complete~~ business ~~combinations~~combination ~~with~~would ~~multiple~~disclose ~~entities~~the interms ~~one~~of orthe ~~several~~financing ~~industries~~and, it isonly ~~probable~~if ~~that~~required weby ~~will~~law, ~~not~~we ~~have~~would ~~the~~seek ~~resources~~shareholder toapproval ~~diversify~~of ~~our~~such ~~operations~~financing. ~~and~~There ~~mitigate~~are ~~the~~no ~~risks~~prohibitions ofon ~~being~~our inability ato ~~single~~raise ~~line of~~funds ~~business.~~privately Byor ~~completing~~through ~~our~~loans ~~initial~~in ~~business~~connection ~~combination~~ with ~~only a single entity,~~ our ~~lack~~initial ofbusiness ~~diversification may:~~combination.

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

•NASDAQ ~~cause~~rules require usthat our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to ~~depend~~at onleast 80% of the ~~marketing~~balance in the trust account (less any deferred underwriting commissions and ~~sale~~taxes payable on interest earned) at the time of our signing a ~~single~~definitive ~~product~~agreement in connection with our initial business combination. The fair market value of the target or ~~limited~~targets ~~number~~will be determined by our Board of ~~products~~Directors based upon one or ~~services~~more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. Our shareholders will be relying on the business judgment of our Board of Directors, which has significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

~~Limited~~If ~~ability~~our Board of Directors is not able to ~~evaluate~~independently determine the fair market value of the target’s business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management ~~team~~ has virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we are not permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

~~Although~~In weany ~~intend~~case, towe ~~closely~~will ~~scrutinize~~only ~~the~~complete ~~management~~an ~~of a prospective target business when evaluating the desirability of effecting our~~ initial business combination ~~with~~in ~~that~~which ~~business, our~~we ~~assessment~~own ofor ~~the~~acquire ~~target~~50% ~~business’s~~or ~~management~~more ~~may~~of ~~not prove to be correct. In addition,~~ the ~~future~~outstanding ~~management~~voting ~~may~~securities ~~not have~~of the ~~necessary~~target ~~skills, qualifications~~ or ~~abilities~~otherwise toacquire ~~manage~~ a ~~public~~controlling ~~company.~~interest ~~Furthermore,~~in the ~~future~~target ~~role~~sufficient offor ~~members~~it ofnot ~~our management~~to ~~team,~~be ifrequired ~~any,~~to inregister ~~the~~as ~~target~~an ~~business~~investment ~~cannot~~company ~~presently~~under bethe ~~stated~~Investment ~~with~~Company ~~any certainty~~Act. ~~While~~If itwe isown ~~possible that one~~ or ~~more~~ ofacquire ~~our~~less ~~directors~~than ~~will~~100% ~~remain~~of ~~associated~~the inequity ~~some~~interests ~~capacity~~or ~~with~~assets usof ~~following~~a ~~our~~target ~~initial~~ business ~~combination~~or businesses, itthe isportion ~~unlikely that any~~ of ~~them~~such ~~will~~business ~~devote~~or ~~their~~businesses ~~full~~that ~~efforts~~are toowned ~~our~~or ~~affairs~~acquired ~~subsequent~~by tothe ~~our~~post-transaction ~~initial~~company ~~business~~is ~~combination.~~what ~~Moreover,~~will webe ~~cannot assure~~valued ~~you~~for ~~that~~purposes ~~members~~ of ~~our management team will have significant experience or knowledge relating to~~ the ~~operations~~80% of ~~the particular~~net ~~target~~assets ~~business~~test.

WeTo ~~cannot~~the ~~assure~~extent ~~you~~we ~~that~~effect ~~any~~our ofinitial ~~our~~business ~~key~~combination ~~personnel~~with ~~will~~a ~~remain~~ company or business that may be financially unstable or in ~~senior~~its ~~management~~early stages of development or ~~advisory~~growth ~~positions~~we ~~with~~may ~~the~~be ~~combined~~affected ~~company.~~by ~~The~~numerous ~~determination~~risks asinherent toin ~~whether~~such ~~any~~company ofor business. Although our ~~key~~management ~~personnel~~ will ~~remain~~endeavor ~~with~~to evaluate the ~~combined~~risks ~~company~~inherent ~~will~~in bea ~~made~~particular attarget ~~the~~business, ~~time~~we ofcannot ~~our~~assure ~~initial~~you ~~business~~that ~~combination~~we will properly ascertain or assess all significant risk factors.

~~Following~~In evaluating a ~~business~~prospective ~~combination~~target business, we ~~may~~have ~~seek~~conducted toand ~~recruit~~will ~~additional managers~~continue to ~~supplement~~conduct ~~the~~a ~~incumbent~~thorough ~~management~~due ofdiligence ~~the~~review ~~target~~which ~~business.~~encompasses, Weamong ~~cannot~~other ~~assure~~things, ~~you~~meetings ~~that~~with weincumbent ~~will~~management ~~have~~and ~~the~~employees, ~~ability~~document toreviews, ~~recruit additional~~inspection ~~managers~~of facilities, oras ~~that~~well ~~such~~as ~~additional~~a ~~managers~~review ~~will~~of ~~have~~financial, ~~the~~operational, ~~requisite~~legal ~~skills,~~and ~~knowledge~~other orinformation ~~experience~~which ~~necessary~~will tobe ~~enhance the~~made ~~incumbent~~available ~~management~~to us.

~~Shareholders~~The ~~may~~time ~~not~~required ~~have~~to select and evaluate a target business and to structure and complete our initial business combination, and the ~~ability~~costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to ~~approve~~the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

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

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

•● wesubject ~~issue~~us ~~ordinary~~to ~~shares~~negative ~~that~~economic, ~~will~~competitive beand ~~equal~~regulatory todevelopments, any or inall ~~excess~~ of ~~20%~~which ofmay ~~the~~have ~~number~~a ofsubstantial ~~Class~~adverse Aimpact ~~ordinary~~on ~~shares~~the ~~then~~particular ~~outstanding~~industry ~~(other~~in ~~than~~which inwe aoperate ~~public~~after ~~offering)~~our initial business combination; and

•● ~~any~~cause ofus ~~our~~to ~~directors,~~depend ~~officers~~on ~~or substantial shareholders (as defined by NASDAQ rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in~~ the ~~target~~marketing ~~business or assets to be acquired or otherwise~~ and ~~the~~sale ~~present or potential issuance~~ of ~~ordinary~~a ~~shares~~single ~~could~~product ~~result in an increase in issued and outstanding ordinary shares~~ or ~~voting~~limited ~~power~~number of 5%products or ~~more; or~~services.

~~• the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.~~8

10Table of Contents

~~Permitted purchases of our securities~~

InLimited ~~the~~ability ~~event 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~~evaluate ~~tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase our Class A ordinary shares in privately negotiated transactions or in~~ the ~~open~~target’s ~~market~~management either prior to or following the completion of our initial business combination. There is no limit on the number of shares such persons may purchase. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, advisors or their affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. They will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our Class A ordinary shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. We have adopted an insider trading policy which requires insiders to: (i) refrain from purchasing our ordinary shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.team

InAlthough we intend to closely scrutinize the ~~event~~management ~~that~~of ~~our~~a ~~sponsor,~~prospective ~~directors,~~target ~~officers,~~business ~~advisors or~~when ~~their~~evaluating ~~affiliates~~the ~~purchase~~desirability ~~Class~~of Aeffecting ~~ordinary~~our ~~shares~~initial inbusiness ~~privately~~combination ~~negotiated~~with ~~transactions~~that ~~from~~business, ~~public~~our ~~shareholders~~assessment ~~who~~of ~~have~~the ~~already elected~~target business’s management may not prove to ~~exercise~~be ~~their~~correct. ~~redemption~~In ~~rights~~addition, ~~such~~the ~~selling~~future ~~shareholders~~management ~~would~~may benot ~~required~~have tothe ~~revoke~~necessary ~~their~~skills, ~~prior~~qualifications ~~elections~~or abilities to ~~redeem their~~manage ~~shares~~a public company. WeFurthermore, dothe ~~not~~future ~~currently~~role ~~anticipate~~of ~~that~~members ~~such~~of ~~purchases~~our management team, if any, ~~would~~in ~~constitute~~the atarget ~~tender~~business ~~offer~~cannot ~~subject~~presently tobe ~~the~~stated ~~tender offer~~with ~~rules~~any ~~under~~certainty. ~~the~~While ~~Exchange~~it ~~Act~~is possible that one or amore ~~going-private~~of ~~transaction~~our ~~subject~~directors towill ~~the~~remain ~~going-private~~associated ~~rules~~in ~~under~~some ~~the~~capacity ~~Exchange~~with ~~Act;~~us ~~however, if~~following ~~the~~our ~~purchasers~~initial ~~determine~~business atcombination, ~~the~~it ~~time~~is ofunlikely that any ~~such~~of ~~purchases~~them ~~that~~will ~~the~~devote ~~purchases~~their ~~are~~full ~~subject~~efforts to ~~such~~our ~~rules~~affairs subsequent to our initial business combination. Moreover, ~~the~~we ~~purchasers~~cannot assure you that members of our management team will ~~comply~~ ~~with~~have ~~such~~significant ~~rules~~experience or knowledge relating to the operations of the particular target business.

~~The~~We ~~purpose~~cannot ofassure ~~such~~you ~~purchases~~that ~~would~~any beof toour ~~(i)~~key ~~vote~~personnel ~~such~~will ~~Class A~~remain ~~ordinary shares~~ in ~~favor~~senior ofmanagement ~~the~~or ~~business~~advisory ~~combination~~positions ~~and~~with ~~thereby increase~~ the ~~likelihood~~combined ofcompany. ~~obtaining~~The ~~shareholder~~determination ~~approval~~as ~~of the business combination or (ii)~~ to ~~satisfy~~whether aany ~~closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount~~ of ~~cash at the closing of~~ our ~~initial~~key ~~business~~personnel ~~combination,~~will ~~where~~remain itwith ~~appears~~the ~~that~~combined ~~such~~company ~~requirement would~~will ~~otherwise not~~ be ~~met.~~made ~~This~~at ~~may result in~~ the ~~completion~~time of our initial business combination ~~that may not otherwise have been possible~~.

InFollowing ~~addition~~a business combination, ifwe ~~such~~may ~~purchases~~seek ~~are~~to ~~made,~~recruit ~~the~~additional ~~public~~managers ~~“float” of~~to ~~our~~supplement ~~Class~~the Aincumbent ~~ordinary~~management ~~shares~~of ~~may~~the betarget ~~reduced~~business. ~~and~~We ~~the~~cannot ~~number~~assure ofyou ~~beneficial~~that ~~holders~~we ofwill ~~our~~have ~~securities~~the ~~may~~ability beto ~~reduced,~~recruit ~~which~~additional ~~may make~~managers, itor ~~difficult~~that tosuch ~~maintain~~additional ormanagers ~~obtain~~will have the ~~quotation~~requisite skills, ~~listing~~knowledge or ~~trading~~experience ofnecessary ~~our~~to ~~securities~~enhance onthe aincumbent ~~national securities exchange~~management.

~~Our~~Shareholders ~~sponsor, officers, directors, advisors and/or their affiliates anticipate that they~~ may ~~identify~~not the shareholders with whom our sponsor, officers, directors, advisors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have ~~expressed their election to redeem their shares for a pro rata share of~~ the ~~trust account~~ability ~~or vote against the business combination. Such persons would select the shareholders from whom~~ to ~~acquire~~approve shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid 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 combination~~. Our sponsor, officers, directors, advisors or their affiliates will only purchase our shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.~~

11We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for business or other legal reasons.

~~Any~~Under ~~purchases by our sponsor, officers, directors, advisors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under~~ the ~~Exchange~~NASDAQ’s ~~Act~~listing ~~will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18~~rules, ~~which~~shareholder isapproval awould ~~safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must~~ be ~~complied~~required ~~with in order~~ for ~~the~~our ~~safe~~initial ~~harbor~~business tocombination ~~be available to the purchaser. Our sponsor~~if, ~~officers,~~for ~~directors, advisors and/or their affiliates will not make purchases of our ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.~~example:

~~Redemption~~· ~~rights~~we ~~for~~issue ~~public~~ordinary ~~shareholders~~shares ~~upon~~that ~~completion~~ will be equal to or in excess of ~~our~~20% ~~initial~~of ~~business~~the ~~combination~~number of Class A ordinary shares then outstanding (other than in a public offering);

We· ~~will~~any ~~provide our public shareholders with the opportunity to redeem all or a portion~~ of ~~their Class A ordinary shares upon the completion of~~ our ~~initial business combination at a per-share price~~directors, ~~payable~~officers inor ~~cash,~~substantial ~~equal~~shareholders ~~to the aggregate amount then on deposit in the trust account~~ (as ofdefined ~~two~~by ~~business~~NASDAQ ~~days~~rules) ~~prior~~has toa ~~the consummation~~5% ofor ~~the~~greater ~~initial business combination, including~~ interest (~~which~~or ~~interest~~such ~~shall~~persons becollectively ~~net~~have ofa ~~taxes~~10% ~~payable)~~or ~~divided~~greater ~~by the~~interest), ~~number~~directly ofor ~~then outstanding public shares~~indirectly, ~~subject to the limitations described herein. The amount~~ in the ~~trust~~target ~~account,~~business ~~as June~~or ~~30,~~assets ~~2020, was $69,057,508. The per-share amount we will distribute~~ to ~~investors who properly redeem their shares will not~~ be ~~reduced~~acquired byor ~~the~~otherwise ~~deferred~~and ~~underwriting commissions we will pay to~~ the ~~underwriters.~~present ~~Our~~or ~~sponsor,~~potential ~~officers~~issuance ~~and~~of ~~directors~~ordinary ~~have~~shares ~~entered into~~could aresult ~~letter~~in ~~agreement~~an ~~with~~increase ~~us,~~in ~~pursuant~~issued ~~to which they have agreed to waive their redemption rights with respect to their founder shares~~ and ~~any~~outstanding ~~public~~ordinary shares ~~they~~or ~~may~~voting ~~hold~~power ~~in connection with the completion~~ of ~~our~~5% ~~initial~~or ~~business~~more; ~~combination.~~or

~~Manner~~· the issuance or potential issuance of ~~Conducting~~ordinary ~~Redemptions~~shares will result in our undergoing a change of control.

WePermitted will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. Under NASDAQ rules, asset acquisitions and stock 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 law or stock exchange listing requirement or we choose to seek shareholder approval for business or other legal reasons. So long as we maintain a listing for our securities ~~on NASDAQ, we are required to comply with NASDAQ rules.~~

IfIn athe event we seek shareholder ~~vote~~approval isof ~~not~~our ~~required~~initial business combination and we do not ~~decide~~conduct redemptions in connection with our initial business combination pursuant to ~~hold~~ the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase our Class A ordinary shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares such persons may purchase. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, advisors or their affiliates determine to make any such purchases at the time of a shareholder vote ~~for~~relating ~~business~~to orour ~~other~~initial ~~legal~~business ~~reasons~~combination, wesuch purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. They will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such shareholder, ~~pursuant~~although still the record holder of our Class A ordinary shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. We have adopted an insider trading policy which requires insiders to: (i) refrain from purchasing our ~~amended~~ordinary shares during certain blackout periods and ~~restated~~when ~~memorandum~~they are in possession of any material non-public information and ~~articles~~ (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of ~~association:~~such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

~~• conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and~~9

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

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

12In the event that our sponsor, directors, officers, advisors or their affiliates purchase Class A ordinary shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

InThe ~~the~~purpose ~~event~~of wesuch ~~conduct~~purchases ~~redemptions~~would ~~pursuant~~be to ~~the~~(i) vote ~~tender~~such ~~offer rules,~~Class A ~~our~~ordinary ~~offer~~shares ~~to redeem will remain open for at least 20 business days,~~ in ~~accordance~~favor ~~with~~of ~~Rule 14e-1(a) under~~ the ~~Exchange Act, and we will not be permitted to complete our initial~~ business combination ~~until~~and thereby increase the ~~expiration~~likelihood of ~~the~~obtaining ~~tender~~shareholder ~~offer~~approval ~~period. In~~of ~~addition,~~ the ~~tender~~business ~~offer~~combination ~~will~~or be(ii) to ~~conditioned~~satisfy ona ~~public~~closing ~~shareholders~~condition ~~not~~in ~~tendering~~an ~~more~~agreement ~~than~~with a ~~specified~~target ~~number~~that ofrequires ~~public~~us ~~shares which~~to ~~are~~have ~~not~~a ~~purchased~~minimum bynet ~~our~~worth ~~sponsor,~~or ~~which~~a ~~number~~certain ~~will be based on the requirement that we may not redeem public shares in an~~ amount ~~that~~of ~~would~~cash ~~cause~~at ~~our net tangible assets, after payment of~~ the ~~deferred~~closing ~~underwriting commissions, to be less than $5,000,001 upon consummation~~ of our initial business combination, ~~(so~~where ~~that~~it weappears ~~are~~that ~~not~~such ~~subject~~requirement towould ~~the~~otherwise ~~SEC’s~~not ~~“penny~~be ~~stock” rules)~~met. orThis ~~any greater net tangible asset or cash requirement which~~ may beresult ~~contained~~ in the ~~agreement~~completion ~~relating~~of to our initial business combination. Ifthat ~~public~~may ~~shareholders~~not ~~tender~~otherwise ~~more shares than we~~ have ~~offered~~been ~~to purchase, we will withdraw the tender offer and not complete the initial business combination~~possible.

~~If,~~In ~~however~~addition, ~~shareholder~~if ~~approval~~such ofpurchases are made, the ~~transaction~~public is“float” ~~required by~~of ~~law~~our orClass A ~~stock~~ordinary ~~exchange~~shares ~~listing~~may ~~requirement,~~be orreduced weand ~~decide~~the tonumber ~~obtain~~of ~~shareholder~~beneficial ~~approval~~holders ~~for~~of ~~business~~our orsecurities ~~other~~may ~~legal~~be ~~reasons~~reduced, we ~~will,~~which ~~pursuant~~may make it difficult to ~~our~~maintain ~~amended~~or ~~and~~obtain ~~restated~~the ~~memorandum~~quotation, ~~and~~listing ~~articles~~or trading of ~~association:~~our securities on a national securities exchange.

•Our ~~conduct~~sponsor, officers, directors, advisors and/or their affiliates anticipate that they may identify the ~~redemptions~~shareholders with whom our sponsor, officers, directors, advisors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders following our mailing of proxy materials in ~~conjunction~~connection with our initial business combination. To the extent that our sponsor, officers, directors or their affiliates enter into a ~~proxy~~private ~~solicitation~~purchase, ~~pursuant~~they would identify and contact only potential selling shareholders who have expressed their election to ~~Regulation~~redeem ~~14A~~their shares for a pro rata share of the ~~Exchange~~trust ~~Act,~~account ~~which~~or ~~regulates~~vote against the ~~solicitation~~business combination. Such persons would select the shareholders from whom to acquire shares based on the number of ~~proxies~~shares available, the negotiated price per share and ~~not~~such ~~pursuant~~other tofactors as any such person may deem relevant at the ~~tender~~time ~~offer~~of ~~rules;~~purchase. 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 combination. Our sponsor, officers, directors, advisors or their affiliates will only purchase our shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

•Any ~~file~~purchases ~~proxy~~by ~~materials~~our sponsor, officers, directors, advisors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the ~~SEC~~Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors, advisors and/or their affiliates will not make purchases of our ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

WeRedemption ~~expect~~rights ~~that~~for ~~a final proxy statement would be mailed to~~ public ~~shareholders~~ ~~at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such~~ shareholders ~~well~~upon incompletion ~~advance~~ of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our ~~NASDAQ~~initial ~~listing~~business ~~or Exchange Act registration.~~combination

InWe will provide our public shareholders with the ~~event~~opportunity ~~that~~to weredeem ~~seek~~all ~~shareholder~~or ~~approval~~a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account, as of June 30, 2021, was $70,409,613. The per-share amount we will distribute ~~proxy~~to ~~materials~~investors ~~and,~~who inproperly ~~connection~~redeem ~~therewith~~their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, ~~provide~~officers ~~our~~and ~~public~~directors ~~shareholders~~have entered into a letter agreement with ~~the~~ us, pursuant to which they have agreed to waive their redemption rights ~~described~~with ~~above~~respect ~~upon~~to their founder shares and any public shares they may hold in connection with the completion of ~~the~~our initial business combination.

IfManner ~~we seek shareholder approval, we will complete our initial business combination only if a majority~~ of ~~the~~Conducting issued and outstanding ordinary shares voted are voted in favor of the business combination. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our sponsor and its permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. In addition, our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of a business combination.Redemptions

~~Our~~We ~~amended~~will ~~and restated memorandum and articles of association~~ provide ~~that in no event will we redeem~~ our public ~~shares~~shareholders inwith anthe ~~amount~~opportunity ~~that~~to ~~would~~redeem ~~cause~~all ~~our~~or ~~net~~a ~~tangible~~portion ~~assets~~of totheir beClass A ~~less~~ordinary ~~than $5,000,001~~shares upon ~~consummation~~the completion of our initial business combination either (soi) in ~~that~~connection wewith ~~are~~a ~~not~~shareholder ~~subject~~meeting called to approve the ~~SEC’s~~business ~~“penny~~combination ~~stock” rules~~or (ii). by ~~Redemptions~~means of ~~our public shares may also be subject to~~ a ~~higher~~tender ~~net~~offer. ~~tangible~~The ~~asset~~decision ~~test~~as ~~or cash requirement pursuant~~ to an ~~agreement~~whether ~~relating~~we towill ~~our~~seek ~~initial~~shareholder ~~business~~approval ~~combination.~~of ~~For~~a ~~example, the~~ proposed business combination ~~may~~or ~~require:~~conduct ~~(i)~~a ~~cash consideration~~tender tooffer will be ~~paid~~made toby ~~the~~us, ~~target~~solely orin ~~its~~our ~~owners~~discretion, ~~(ii)~~and ~~cash~~will to be ~~transferred~~based toon ~~the~~a ~~target~~variety ~~for~~of ~~working~~factors ~~capital~~such oras ~~other general corporate purposes or (iii)~~ the ~~retention~~timing of ~~cash~~the totransaction ~~satisfy~~and ~~other~~whether ~~conditions in accordance with~~ the terms of the ~~proposed~~transaction ~~business combination. In the event the aggregate cash consideration we~~ would berequire ~~required~~us to ~~pay~~seek ~~for~~shareholder ~~all~~approval ~~Class~~under Athe ~~ordinary~~law ~~shares~~or ~~that~~stock ~~are validly~~exchange ~~submitted~~listing ~~for~~requirement. ~~redemption~~Under ~~plus~~NASDAQ ~~any~~rules, ~~amount~~asset ~~required~~acquisitions toand ~~satisfy~~stock ~~cash~~purchases ~~conditions~~would ~~pursuant~~not totypically ~~the~~require ~~terms~~shareholder ofapproval ~~the~~while ~~proposed~~direct ~~business combination~~mergers ~~exceed~~with ~~the~~our ~~aggregate~~company ~~amount~~where ~~of cash available to us,~~ we ~~will~~do not ~~complete~~survive ~~the~~and ~~business combination or redeem~~ any ~~shares, and~~transactions ~~all~~where ~~Class~~we Aissue ~~ordinary~~more ~~shares~~than ~~submitted~~20% ~~for~~of ~~redemption~~our ~~will be returned to the holders thereof.~~

1310

~~Limitation~~Table ~~on redemption upon completion~~ of ~~our initial business combination if we seek shareholder approval~~Contents

Notwithstanding the foregoing, 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 15% of the shares hold in the initial public offering (the “Excess Shares”). We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering our purchased thereafter through open market purchases, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us and waived their right to have any founder shares or public shares held by them redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in our initial public offering or thereafter through open market purchases, it would be a public shareholder and restricted from seeking redemption rights with respect to any Excess Shares.

~~Tendering~~issued ~~share~~and ~~certificates~~outstanding inordinary ~~connection~~shares ~~with~~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 law or ~~redemption~~stock ~~rights~~exchange listing requirement or we choose to seek shareholder approval for business or other legal reasons. So long as we maintain a listing for our securities on NASDAQ, we are required to comply with NASDAQ rules.

WeIf ~~may~~a ~~require~~shareholder our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents, or up to two business days prior to the vote onis ~~the~~not ~~proposal~~required toand ~~approve the business combination in the event~~ we ~~distribute~~do ~~proxy~~not ~~materials,~~decide or to ~~deliver~~hold ~~their~~a ~~shares to~~shareholder ~~the~~vote ~~transfer~~for ~~agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial~~ business ~~combination. The tender offer~~ or ~~proxy~~other ~~materials,~~legal ~~as applicable~~reasons, ~~that~~ we ~~will~~ ~~furnish to holders of our public shares in connection with our initial business combination~~ will, ~~indicate~~pursuant ~~whether we are requiring public shareholders~~ to ~~satisfy such delivery requirements. Accordingly, a public shareholder would have from the time we send out~~ our ~~tender~~amended ~~offer~~and ~~materials~~restated ~~until~~memorandum the close of the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, inarticles ~~the case~~ of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.association:

~~There~~● isconduct athe ~~nominal~~redemptions ~~cost~~pursuant ~~associated~~to ~~with~~Rule ~~the above~~13e-~~referenced tendering~~4 ~~process~~ and ~~the~~Regulation ~~act~~14E of ~~certificating~~ the ~~shares~~Exchange or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. HoweverAct, ~~this~~which ~~fee~~regulate ~~would~~issuer ~~be incurred regardless of whether or not we require holders seeking to exercise redemption rights to~~ tender ~~their~~ ~~shares.~~offers; ~~The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.~~and

~~Any~~● ~~request~~file ~~to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the~~ tender offer ~~materials~~documents orwith the ~~date~~SEC ofprior ~~the~~to ~~shareholder~~completing ~~meeting set forth in~~ our ~~proxy materials,~~initial asbusiness ~~applicable.~~combination ~~Furthermore,~~which ifcontain asubstantially ~~holder~~the ofsame afinancial ~~public~~and ~~share~~other ~~delivered~~information ~~its~~about ~~certificate~~the ininitial ~~connection~~business ~~with~~combination ~~an election of redemption rights~~ and ~~subsequently decides prior to~~ the ~~applicable~~redemption ~~date not to elect to exercise such~~ rights, ~~such~~as ~~holder may simply request that the transfer agent return the certificate (physically or electronically). It~~ is ~~anticipated~~required ~~that~~under ~~the~~Regulation ~~funds~~14A ~~to be distributed to holders~~ of ~~our~~the ~~public~~Exchange ~~shares~~Act, ~~electing~~which toregulates ~~redeem their shares will be distributed promptly after~~ the ~~completion~~solicitation of ~~our initial business combination~~proxies.

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

IfIn the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination isuntil ~~not~~the ~~approved~~expiration orof ~~completed for~~the ~~any~~tender ~~reason~~offer period. In addition, ~~then~~the ~~our~~tender offer will be conditioned on public shareholders ~~who~~not ~~elected~~tendering tomore ~~exercise~~than ~~their~~a ~~redemption~~specified ~~rights~~number ~~would~~of public shares which are not purchased by our sponsor, which number will be ~~entitled~~based toon the requirement that we may not redeem ~~their~~ public shares ~~for~~in ~~the~~an ~~applicable~~amount ~~pro~~that ~~rata~~would ~~share~~cause our net tangible assets, after payment of the ~~trust~~deferred ~~account.~~underwriting Incommissions, ~~such~~to ~~case~~be less than $5,000,001 upon consummation of our initial business combination (so that we ~~will~~are ~~promptly~~not ~~return~~subject to the SEC’s “penny stock” rules) or any ~~certificates~~greater ~~delivered by~~net ~~public~~tangible ~~holders~~asset ~~who~~or ~~elected~~cash requirement which may be contained in the agreement relating to ~~redeem~~our ~~their~~initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

If, ~~our~~however, ~~initial~~shareholder ~~proposed~~approval ~~business~~of ~~combination~~the transaction is ~~not~~required ~~completed, we~~by ~~may~~law ~~continue~~or tostock ~~try~~exchange tolisting ~~complete~~requirement, aor ~~business~~we ~~combination~~decide ~~with~~to aobtain ~~different~~shareholder ~~target~~approval byfor ~~February~~business ~~18, 2021 (~~or ~~until~~other ~~November~~legal 18reasons, ~~2021 if~~ we ~~extend~~will, ~~the~~pursuant ~~period of time~~ to ~~consummate~~our aamended ~~business~~and ~~combination~~restated bymemorandum ~~the~~and ~~full~~articles ~~amount~~ of ~~time).~~association:

~~Redemption~~· conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of ~~public~~the ~~shares~~Exchange Act, which regulates the solicitation of proxies, and ~~liquidation~~not ifpursuant noto ~~initial business~~the ~~combination~~tender offer rules; and

~~Our~~· ~~sponsor,~~file ~~officers~~proxy ~~and~~materials ~~directors~~with ~~have agreed that we will have until February 18, 2021 (or until November 18, 2021 if we extend~~ the ~~period of time to consummate a business combination by the full amount of time) to complete our initial business combination~~SEC. If we are unable to complete our initial business combination by February 18, 2021 (or until November 18, 2021 if we extend the period of time to consummate a business combination by the full amount of time), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our public warrants, public rights, private placement warrants or private placement rights, which will expire worthless if we fail to complete our initial business combination within such time period.

~~Our~~We ~~sponsor,~~expect ~~officers~~that ~~and~~a ~~directors~~final ~~have~~proxy ~~entered~~statement ~~into~~would abe ~~letter agreement~~mailed ~~with us, pursuant~~ to ~~which~~public ~~they~~shareholders ~~have~~at ~~waived~~least ~~their~~10 days ~~rights~~prior to ~~liquidating~~the ~~distributions~~shareholder ~~from~~vote. ~~the~~However, ~~trust~~we ~~account~~expect ~~with~~that ~~respect to~~a ~~their~~draft ~~founder~~proxy ~~shares~~statement ifwould webe ~~fail~~made available to ~~complete~~such ~~our~~shareholders ~~initial~~well ~~business~~in ~~combination~~advance byof ~~February~~such 18time, ~~2021~~providing ~~(or~~additional ~~until~~notice ~~November~~of ~~18,~~redemption ~~2021~~ if we ~~extend~~conduct ~~the~~redemptions ~~period~~in ofconjunction ~~time~~with ~~to consummate~~ a ~~business~~proxy ~~combination~~solicitation. byAlthough ~~the~~we ~~full~~are ~~amount~~not ofrequired ~~time).~~to ~~However~~do so, ifwe ~~our~~currently ~~sponsor~~intend ~~acquires public~~to ~~shares~~comply ~~after~~with ~~our~~the ~~initial~~substantive ~~public~~and ~~offering,~~procedural itrequirements ~~will~~of beRegulation ~~entitled~~14A toin ~~liquidating~~connection ~~distributions from the trust account~~ with ~~respect to~~any ~~such~~shareholder ~~public~~vote ~~shares~~even if we ~~fail~~are not able to ~~complete~~maintain our ~~initial~~NASDAQ ~~business~~listing ~~combination~~or ~~within~~Exchange ~~such~~Act ~~time period~~registration.

~~Our~~In ~~sponsor,~~the ~~officers~~event ~~and directors have agreed, pursuant to a written letter agreement with us,~~ that ~~they~~we ~~will~~seek ~~not~~shareholder ~~propose~~approval ~~any amendment to our amended and restated memorandum and articles~~ of ~~association that would (i) 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 February 18~~, ~~2021 (or until November 18, 2021 if~~ we ~~extend~~will ~~the~~distribute ~~period~~proxy ofmaterials ~~time~~and, toin ~~consummate a~~connection ~~business combination by the full amount of time) or (ii) with respect to the other provisions relating to shareholders’ rights or pre-business combination activity~~therewith, ~~unless we~~ provide our public shareholders with the ~~opportunity~~redemption torights ~~redeem~~described ~~their~~above ~~Class A ordinary shares~~ upon ~~approval~~completion of ~~any such amendment at a per-share price, payable in cash, equal to~~ the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination ~~(so that we are not subject to the SEC’s “penny stock” rules)~~. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares.

WeIf ~~expect~~we toseek ~~use~~shareholder ~~the~~approval, ~~amounts~~we ~~held~~will ~~outside~~complete ~~the~~our ~~trust~~initial ~~account ($819,755~~business ascombination ofonly ~~June~~if ~~30,~~a ~~2020)~~majority toof ~~pay~~the ~~for~~issued ~~all~~and ~~costs~~outstanding ~~and~~ordinary ~~expenses~~shares ~~associated~~voted ~~with~~are ~~implementing~~voted ~~our~~in ~~plan~~favor of ~~dissolution,~~the asbusiness ~~well as~~combination. ~~payments~~In tosuch ~~any creditors~~case, ifpursuant weto dothe ~~not~~terms ~~complete~~of ana ~~initial~~letter ~~business~~agreement ~~combination~~entered byinto ~~February~~with 18us, ~~2021~~our ~~(or~~sponsor, ~~until~~officers ~~November~~and ~~18, 2021~~directors ifhave weagreed ~~extend~~(and ~~the~~their ~~period~~permitted oftransferees ~~time~~will agree) to ~~consummate~~vote aany ~~business~~founder ~~combination~~shares and any public shares held by ~~the~~them ~~full~~in ~~amount~~favor of ~~time),~~our ~~although~~initial webusiness ~~cannot~~combination. ~~assure you~~We expect that ~~there~~at ~~will~~the betime ~~sufficient~~of ~~funds~~any ~~for~~shareholder ~~such~~vote ~~purpose.~~relating ~~However,~~to ifour ~~those~~initial ~~funds~~business ~~are~~combination, ~~not~~our ~~sufficient~~sponsor toand ~~cover~~its ~~the~~permitted ~~costs~~transferees ~~and~~will ~~expenses associated~~own ~~with~~at ~~implementing~~least 20% of our ~~plan~~issued ofand ~~dissolution,~~outstanding ordinary shares entitled to ~~the~~vote ~~extent~~thereon. ~~that~~Each ~~there~~public isshareholder ~~any~~may ~~interest~~elect ~~accrued~~to inredeem ~~the~~their ~~trust~~public ~~account~~shares ~~not required~~irrespective toof ~~pay~~whether ~~taxes,~~they wevote ~~may~~for ~~request~~or against the ~~trustee~~proposed totransaction. ~~release~~In toaddition, usour ansponsor, ~~additional~~officers ~~amount~~and ofdirectors ~~such~~have ~~accrued~~entered ~~interest~~into toa ~~pay~~letter ~~those~~agreement ~~costs and~~with ~~expenses.~~

1511

IfTable ~~we were to expend all~~ of the net proceeds of our initial public offering and the sale of the private placement units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.00 (subject to increase of up to an additional $0.30 per unit in the event that our sponsor elects to extend the period of time to consummate a business combination). The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.Contents

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, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) 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 value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities of our company. None of our other officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust accountus, ~~due~~pursuant to ~~reductions in value of the trust assets, in each case net of the amount of interest~~ which ~~may~~they behave ~~withdrawn to~~agreed ~~pay taxes, and our sponsor asserts that it is unable~~ to ~~satisfy~~waive ~~its~~their ~~indemnification~~redemption ~~obligations~~rights orwith ~~that~~respect ~~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~~founder ~~judgment~~shares ~~may~~and ~~choose~~public ~~not~~shares ~~to do so~~ in ~~any~~connection ~~particular~~with ~~instance. Accordingly, we cannot assure you that due to claims of creditors~~ the ~~actual~~completion ~~value~~ of ~~the~~a ~~per-share~~business ~~redemption price will not be substantially less than $10~~combination.~~00 per share.~~

16Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

WeLimitation ~~seek~~on toredemption ~~reduce~~upon ~~the~~completion ~~possibility that our sponsor has to indemnify the trust account due to claims~~ of ~~creditors by endeavoring to have all vendors, service providers (other than~~ our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We have access to use the amounts held outside the trust account ($819,755 as of June 30, 2020) to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $50,000) but these amounts may be spent on expenses incurred as a result of being a public company or due diligence expenses on prospective business combination ~~candidates.~~if ~~In the event that~~ we ~~liquidate~~seek ~~and~~shareholder ~~it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors.~~approval

IfNotwithstanding the foregoing, if we ~~file~~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 ~~bankruptcy~~public ~~petition~~shareholder, together with any affiliate of such shareholder or anany ~~involuntary~~other ~~bankruptcy petition~~person with whom such shareholder is ~~filed~~acting ~~against~~in usconcert ~~that~~or isas ~~not~~a ~~dismissed~~“group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the ~~proceeds~~shares ~~held~~hold in the ~~trust~~initial ~~account~~public ~~could~~offering be(the ~~subject~~“Excess toShares”). ~~applicable~~We ~~bankruptcy law~~believe this restriction will discourage shareholders from accumulating large blocks of shares, and ~~may~~subsequent beattempts ~~included~~by insuch holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our ~~bankruptcy~~sponsor ~~estate~~or ~~and~~its ~~subject~~affiliates to ~~the~~purchase ~~claims~~their ofshares ~~third~~at ~~parties~~a ~~with~~significant ~~priority~~premium ~~over~~to the ~~claims~~then-current ofmarket ~~our shareholders~~price or on other undesirable terms. ToAbsent ~~the~~this ~~extent~~provision, ~~any~~a ~~bankruptcy~~public ~~claims~~shareholder ~~deplete~~holding more than an aggregate of 15% of the ~~trust~~shares ~~account,~~sold wein ~~cannot~~our ~~assure~~initial ~~you~~public weoffering ~~will~~could bethreaten ~~able~~to exercise its redemption rights if such holder’s shares are not purchased by us or our sponsor or its affiliates at a premium to ~~return~~the ~~$10~~then-current market price or on other undesirable terms.~~00 per~~ ~~share~~By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public ~~shareholders.~~offering ~~Additionally~~our purchased thereafter through open market purchases, ifwe believe we ~~file~~will limit the ability of a ~~bankruptcy~~small ~~petition~~group orof anshareholders ~~involuntary~~to ~~bankruptcy~~unreasonably ~~petition~~attempt isto ~~filed against~~block usour ~~that~~ability isto ~~not~~complete ~~dismissed,~~our ~~any~~initial ~~distributions~~business ~~received~~combination, byparticularly ~~shareholders~~in ~~could~~connection bewith ~~viewed~~a ~~under~~business ~~applicable~~combination ~~debtor/creditor~~with ~~and/or bankruptcy~~a ~~laws~~target that requires as ~~either~~a closing condition that we have a ~~“preferential~~minimum ~~transfer”~~net worth or a ~~“fraudulent~~certain ~~conveyance.”~~amount Asof acash. ~~result~~However, awe ~~bankruptcy court~~would ~~could~~not ~~seek~~be restricting our shareholders’ ability to ~~recover~~vote all ~~amounts~~of ~~received~~their byshares (including Excess Shares) for or against our ~~shareholders~~initial business combination. ~~Furthermore~~Our sponsor, ~~our~~officers ~~Board~~and ofdirectors ~~Directors~~have, ~~may~~pursuant beto ~~viewed~~a asletter ~~having breached~~agreement ~~its~~entered ~~fiduciary~~into ~~duty~~with us and waived their right to ~~our~~have ~~creditors~~any ~~and/~~founder shares or ~~may~~public ~~have~~shares ~~acted~~held by them redeemed in ~~bad~~connection ~~faith,~~with ~~and~~our ~~thereby~~initial ~~exposing~~business ~~itself~~combination. ~~and~~Unless any of our ~~company~~other ~~to claims~~affiliates ofacquires ~~punitive~~founder ~~damages,~~shares bythrough ~~paying~~a ~~public~~permitted ~~shareholders~~transfer from an initial shareholder, and thereby becomes subject to the ~~trust~~letter ~~account~~agreement, ~~prior~~no such affiliate is subject to ~~addressing~~this waiver. However, to the ~~claims~~extent ofany ~~creditors.~~such ~~We cannot~~affiliate ~~assure~~acquires ~~you~~public ~~that~~shares ~~claims~~in ~~will~~our ~~not~~initial public offering or thereafter through open market purchases, it would be ~~brought~~a ~~against~~public usshareholder ~~for~~and ~~these~~restricted ~~reasons~~from seeking redemption rights with respect to any Excess Shares.

~~Our~~Tendering ~~public~~share ~~shareholders~~certificates ~~will be entitled to receive funds from the trust account only upon the earlier of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered~~ in connection with a ~~shareholder~~tender ~~vote~~offer ~~to amend our amended and restated memorandum and articles of association to (A) 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 February 18, 2021 (or until November 18, 2021 if we extend the period of time to consummate a business combination by the full amount of time) or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination by February 18, 2021 (or until November 18, 2021 if we extend the period of time to consummate a business combination by the full amount of time), subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights ~~described above.~~

17We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.

~~Amended~~There ~~and~~is ~~Restated~~a ~~Memorandum~~nominal cost associated with the above-referenced tendering process and ~~Articles~~the act of ~~Association~~certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker

Our amended and restated memorandum and articles of association contains certain requirements and restrictions relating to our initial public offering that apply to us until the consummation of our initial business combination. If we seek to amend any provisions of our amended and restated memorandum and articles of association relating to shareholders’ rights or pre-business combination activity, we will provide dissenting public shareholders with the opportunity to redeem their public shares in connection with any such vote. Our sponsor, officers and directors have agreed to waive any redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Specifically, our amended and restated memorandum and articles of association provides, among other things, that:12

•Table ~~prior to the consummation~~ of our initial business combination, we shall either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) or (2) provide our public shareholders with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) in each case subject to the limitations described herein;Contents

• 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;

•whether ifor ~~our~~not ~~initial~~to ~~business~~pass ~~combination~~this iscost ~~not~~on ~~consummated~~to bythe ~~February~~redeeming 18holder. However, ~~2021~~this ~~(or~~fee ~~until~~would ~~November~~be ~~18,~~incurred ~~2021~~regardless ifof whether or not we ~~extend~~require ~~the~~holders ~~period~~seeking ofto ~~time~~exercise redemption rights to ~~consummate~~tender atheir ~~business~~shares. ~~combination~~The byneed ~~the~~to ~~full~~deliver ~~amount~~shares ofis ~~time),~~a ~~then~~requirement ~~our~~of ~~existence~~exercising ~~will~~redemption ~~terminate~~rights ~~and~~regardless weof ~~will~~the ~~distribute~~timing ~~all~~of ~~amounts~~when insuch ~~the~~delivery ~~trust~~must ~~account;~~be ~~and~~effectuated.

•Any ~~prior~~request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the shareholder meeting set forth in our ~~initial~~proxy ~~business~~materials, ~~combination~~as applicable. Furthermore, weif ~~may~~a ~~not~~holder ~~issue~~of ~~additional~~a ~~ordinary~~public ~~shares~~share ~~that~~delivered ~~would~~its ~~entitle~~certificate in connection with an election of redemption rights and subsequently decides prior to the ~~holders~~applicable ~~thereof~~date not to ~~(i)~~elect ~~receive~~to ~~funds~~exercise ~~from~~such rights, such holder may simply request that the ~~trust~~transfer ~~account~~agent orreturn the certificate (iiphysically or electronically). ~~vote~~It onis ~~any~~anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

~~These~~If ~~provisions~~our ~~cannot~~initial bebusiness ~~amended~~combination ~~without~~is ~~the~~not ~~approval~~approved ofor ~~holders of~~completed atfor ~~least~~any ~~two-thirds~~reason, ofthen our ~~ordinary~~public ~~shares.~~shareholders Inwho ~~the~~elected ~~event~~to weexercise ~~seek~~their ~~shareholder~~redemption ~~approval~~rights inwould ~~connection~~not ~~with~~be ~~our~~entitled ~~initial~~to ~~business combination,~~redeem ~~our~~their ~~amended~~shares ~~and~~for ~~restated~~the ~~memorandum~~applicable ~~and~~pro ~~articles~~rata share of ~~association~~the ~~will~~trust ~~provide~~account. ~~that~~In wesuch ~~may~~case, ~~consummate~~we ~~our~~will ~~initial~~promptly ~~business combination~~return ~~only~~any ifcertificates ~~approved~~delivered by apublic ~~majority~~holders ofwho ~~the~~elected ~~ordinary~~to ~~shares~~redeem ~~voted~~their ~~by our shareholders at a duly held shareholders meeting~~shares.

~~Competition~~If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target by November 18, 2021 (which may be further extended upon shareholder approval). The Company plans to hold a special meeting of the shareholders to extend the time period it has to complete a Business Combination (the “Extended Date”) beyond November 18, 2021.

InRedemption identifying, evaluating and selecting a target business for our initial business combination, we have encountered and will continue to encounter to intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses 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 is limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public ~~shareholders~~shares ~~who exercise their redemption rights may reduce the resources available to us for our initial business combination,~~ and ~~our~~liquidation ~~outstanding~~if ~~warrants,~~no rights and unit purchase option 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.

~~Conflicts~~Our sponsor, officers and directors have agreed that we will have until November 18, 2021 (which may be further extended upon shareholder approval) to complete our initial business combination. If we are unable to complete our initial business combination by November 18, 2021 (which may be further extended upon shareholder approval), we will: (i) cease all operations except for the purpose of ~~Interest~~winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our public warrants, public rights, private placement warrants or private placement rights, which will expire worthless if we fail to complete our initial business combination within such time period.

~~Each~~Our ofsponsor, ~~our~~ officers and directors ~~presently~~have ~~has,~~entered ~~and~~into ina ~~the future~~letter ~~any~~agreement ofwith ~~our directors and our officers may have additional~~us, ~~fiduciary~~pursuant ~~or contractual obligations~~ to ~~other entities pursuant to~~ which ~~such~~they ~~officer~~have orwaived ~~director~~their isrights ~~or will be required~~ to ~~present~~liquidating ~~acquisition~~distributions ~~opportunities~~from tothe ~~such~~trust ~~entity.~~account ~~Accordingly,~~with ~~subject~~ respect to ~~his~~their orfounder ~~her~~shares ~~fiduciary duties under Cayman Islands law,~~ if ~~any~~we offail ~~our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity~~ to ~~which~~complete heour orinitial ~~she~~business ~~has~~combination ~~then~~by ~~current~~November ~~fiduciary or contractual obligations~~18, he2021 or(which ~~she~~may ~~will~~be ~~need~~further ~~to honor~~extended ~~his~~upon orshareholder ~~her~~approval). ~~fiduciary or contractual obligations to present such acquisition opportunity to such entity~~However, ~~and only present it to us~~ if ~~such~~our ~~entity~~sponsor ~~rejects~~acquires ~~the~~public ~~opportunity.~~shares ~~Our~~after ~~amended~~our ~~and~~initial ~~restated~~public ~~memorandum and articles of association provide that~~offering, ~~subject~~ toit ~~his~~will orbe ~~her~~entitled ~~fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered~~ to ~~any~~liquidating ~~officer~~distributions orfrom ~~director~~the ~~unless~~trust ~~such~~account ~~opportunity~~with isrespect ~~expressly offered~~ to such ~~person~~public ~~solely~~shares inif ~~his or her capacity as a director or officer of our company and such opportunity is one~~ we ~~are~~fail ~~legally and contractually permitted~~ to ~~undertake~~complete ~~and would otherwise be reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of~~ our ~~directors or~~initial ~~officers~~business ~~would~~combination ~~materially~~within ~~undermine~~such ~~our~~time ~~ability to complete our business combination~~period.

Our sponsor, officers and directors have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) 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 November 18, 2021 (which may be further extended upon shareholder approval) or (ii) with respect to the other provisions relating to shareholders’ rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares.

~~Indemnity~~We expect to use the amounts held outside the trust account ($256 as of June 30, 2021) to pay for all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, if we do not complete an initial business combination by November 18, 2021 (which may be further extended upon shareholder approval), although we cannot assure you that there will be

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) 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 indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve for such obligations.13

~~Employees~~Table of Contents

We have two (2) officers. Members of our management team are not obligated to devote any specific number of hours to our matters but they 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 our officers or any other members of our management team devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.

~~Periodic~~sufficient ~~Reporting~~funds for such purpose. To cover the costs and ~~Financial~~expenses ~~Information~~associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of such accrued interest to pay those costs and expenses.

WeIf ~~have~~we ~~registered~~were to expend all of the net proceeds of our ~~units,~~initial ~~Class~~public Aoffering ~~ordinary~~and ~~shares~~the sale of the private placement units, ~~warrants and~~other ~~rights~~than ~~under~~the proceeds deposited in the ~~Exchange~~trust ~~Act~~account, and ~~have~~without ~~reporting~~taking ~~obligations~~into account interest, ~~including~~if ~~the~~any, ~~requirement~~earned ~~that~~on wethe ~~file~~trust ~~annual~~account, ~~quarterly~~the ~~and current~~per-share ~~reports~~redemption ~~with~~amount ~~the~~received ~~SEC~~by shareholders upon our dissolution would be approximately $10.30. InThe ~~accordance~~proceeds ~~with~~deposited in the ~~requirements~~trust account could, however, become subject to the claims of our creditors which would have higher priority than the ~~Exchange~~claims ~~Act,~~of our ~~annual~~public ~~reports~~shareholders. ~~will~~We ~~contain~~cannot ~~financial statements~~assure ~~audited~~you ~~and~~that ~~reported~~the onactual per-share redemption amount received by ~~our~~shareholders ~~independent~~will ~~registered~~not ~~public~~be ~~auditors~~substantially less than $10.30. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

WeAlthough we have sought and will ~~provide~~continue ~~shareholders~~to ~~with~~seek ~~audited~~to ~~financial~~have ~~statements of~~all ~~the~~vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business asexecute ~~part~~agreements ofwith ~~the~~us ~~tender~~waiving ~~offer~~any ~~materials~~right, title, interest or ~~proxy~~claim ~~solicitation~~of ~~materials~~any ~~sent~~kind toin ~~shareholders~~or to ~~assist~~ ~~them~~any monies held in ~~assessing~~the trust account for the ~~target~~benefit ~~business.~~of ~~These~~our ~~financial~~public ~~statements~~shareholders, ~~may~~there beis ~~required~~no toguarantee bethat ~~prepared~~they inwill ~~accordance~~execute ~~with,~~such agreements or even if they execute such agreements that they would be ~~reconciled~~prevented from bringing claims against the trust account including but not limited to, ~~U.S.~~fraudulent ~~GAAP~~inducement, breach of fiduciary responsibility or ~~IFRS~~other similar claims, ~~depending~~as onwell as claims challenging the ~~circumstances~~enforceability ~~and~~of the ~~historical~~waiver, ~~financial~~in ~~statements~~each ~~may~~case bein ~~required~~order to be ~~audited~~gain inan ~~accordance~~advantage with respect to a claim against our assets, including the ~~PCAOB~~funds held in the trust account. ~~These~~If ~~financial~~any ~~statement~~third ~~requirements~~party ~~may~~refuses ~~limit~~to execute an agreement waiving such claims to the ~~pool~~monies held in the trust account, our management will perform an analysis of ~~potential~~the ~~target~~alternatives ~~businesses~~ available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may ~~acquire~~engage ~~because~~a ~~some~~third ~~targets~~party ~~may~~that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be ~~unable~~significantly superior to ~~provide~~those ~~such~~of ~~statements~~other consultants that would agree to execute a waiver or in ~~time~~cases ~~for~~where usmanagement is unable to ~~disclose~~find a service provider willing to execute a waiver. In addition, there is no guarantee that such ~~statements~~entities will agree to waive any claims they may have in ~~accordance with~~the ~~federal~~future ~~proxy~~as ~~rules~~a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. ~~While~~Our ~~this~~sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share initially or (ii) 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 value of the trust assets, in each case net of the amount of interest which may ~~limit~~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 ~~pool~~ trust account and except as to any claims under our indemnity of ~~potential~~the ~~acquisition~~underwriters ~~candidates~~of our initial public offering against certain liabilities, weincluding doliabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that ~~this~~our ~~limitation~~sponsor’s only assets are securities of our company. None of our other officers will beindemnify ~~material~~us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

WeIn the event that the proceeds in the trust account are ~~required~~reduced tobelow ~~evaluate~~(i) $10.00 ~~our~~per ~~internal~~public ~~control~~share ~~procedures for~~or ~~the~~(ii) such ~~fiscal~~lesser ~~year~~amount ~~ending~~per ~~June~~public ~~30,~~share ~~2020~~held in the trust account as ~~required~~of bythe date of the ~~Sarbanes-Oxley~~liquidation ~~Act.~~of ~~Only~~the trust account, due to reductions in value of the ~~event~~trust weassets, ~~are~~in ~~deemed~~each tocase net of the amount of interest which may be awithdrawn ~~large~~to ~~accelerated filer~~pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or anthat ~~accelerated~~it ~~filer~~has ~~will~~no weindemnification beobligations ~~required~~related to ~~have~~a particular claim, our ~~internal~~independent ~~control~~directors ~~procedures~~would ~~audited~~determine whether to take legal action against our sponsor to enforce its indemnification obligations. AWhile ~~target~~we ~~company~~currently ~~may~~expect ~~not~~that ~~be in~~our ~~compliance~~independent ~~with~~directors ~~the~~would ~~provisions~~take oflegal ~~the~~action ~~Sarbanes-Oxley~~on ~~Act~~our ~~regarding~~behalf ~~adequacy~~against ofour sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their ~~internal~~business ~~controls.~~judgment ~~The~~may ~~development~~choose ofnot ~~the internal~~to ~~controls~~do ofso in any ~~such~~particular ~~entity~~instance. Accordingly, we cannot assure you that due to ~~achieve~~claims ~~compliance~~of ~~with~~creditors the ~~Sarbanes-Oxley~~actual ~~Act~~value ~~may~~of ~~increase~~ the ~~time~~per-share ~~and~~redemption ~~costs~~price ~~necessary to~~will ~~complete~~not ~~any~~be ~~such~~substantially ~~acquisition~~less than $10.30 per share.

We ~~are~~seek anto ~~“emerging~~reduce ~~growth~~the ~~company,”~~possibility asthat ~~defined in~~our ~~Section~~sponsor ~~2(a)~~has ofto indemnify the ~~Securities~~trust ~~Act,~~account asdue ~~modified~~to claims of creditors by ~~the~~endeavoring ~~JOBS~~to ~~Act.~~have Asall ~~such~~vendors, weservice ~~are~~providers ~~eligible~~(other tothan ~~take~~our ~~advantage~~independent ofauditors), ~~certain~~prospective ~~exemptions from~~target ~~various~~businesses ~~reporting~~or ~~requirements~~other ~~that~~entities ~~are~~with ~~applicable~~which towe ~~other~~do ~~public~~business ~~companies~~execute ~~that~~agreements ~~are~~with ~~not~~us ~~“emerging~~waiving ~~growth~~any ~~companies” including~~right, ~~but not limited to~~title, ~~not~~interest ~~being~~or ~~required~~claim toof ~~comply~~any ~~with~~kind ~~the~~in ~~auditor~~or ~~attestation~~to ~~requirements~~monies ofheld ~~Section~~in ~~404 of~~ the ~~Sarbanes-Oxley Act,~~trust ~~reduced~~account. ~~disclosure~~Our ~~obligations~~sponsor ~~regarding~~will ~~executive~~also ~~compensation~~not inbe ~~our~~liable ~~periodic~~as ~~reports~~to ~~and~~any ~~proxy~~claims ~~statements,~~under ~~and~~our ~~exemptions from~~indemnity of the ~~requirements~~underwriters of ~~holding~~our ainitial ~~non-binding~~public ~~advisory~~offering ~~vote~~against oncertain ~~executive~~liabilities, ~~compensation~~including ~~and~~liabilities ~~shareholder~~under ~~approval~~the ofSecurities ~~any~~Act. ~~golden~~We ~~parachute payments~~have ~~not~~access ~~previously~~to ~~approved.~~use Ifthe ~~some~~amounts ~~investors~~held ~~find~~outside ~~our~~the ~~securities~~trust ~~less~~account ~~attractive~~($256 as aof ~~result~~June 30, ~~there~~2021) ~~may~~to bepay aany ~~less~~such ~~active trading~~potential ~~market~~claims ~~for~~(including ~~our~~costs ~~securities~~ and ~~the~~expenses ~~prices~~incurred ofin ~~our~~connection ~~securities~~with ~~may~~our beliquidation, ~~more volatile.~~

1914

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

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior December 31, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

~~Item~~currently 1Aestimated to be no more than approximately $50,000) but these amounts may be spent on expenses incurred as a result of being a public company or due diligence expenses on prospective business combination candidates. ~~Risk~~In ~~Factors~~the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors.

~~You~~If ~~should~~we ~~carefully~~file ~~consider~~a ~~all~~bankruptcy ofpetition ~~the~~or ~~risks~~an ~~described below,~~involuntary ~~together~~bankruptcy ~~with~~petition ~~the~~is ~~other~~filed ~~information~~against ~~contained~~us inthat ~~this~~is ~~report~~not dismissed, ~~including~~the proceeds held in the ~~financial~~trust ~~statements,~~account ~~before~~could ~~making~~be asubject ~~decision~~ to ~~invest~~applicable bankruptcy law, and may be included in our ~~units.~~bankruptcy Ifestate ~~any~~and subject to the claims of third parties with priority over the ~~following~~claims ~~risks~~of ~~occur~~our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.30 per share to our ~~business~~public shareholders. Additionally, ~~financial~~if ~~condition~~we file a bankruptcy petition or ~~operating~~an ~~results~~involuntary ~~may~~bankruptcy bepetition ~~materially and~~is ~~adversely~~filed ~~affected.~~against Inus that ~~event,~~is ~~the~~not ~~trading~~dismissed, ~~price~~any ofdistributions ~~our~~received ~~securities~~by shareholders could ~~decline,~~be viewed under applicable debtor/creditor and/or ~~you~~bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could ~~lose~~seek to recover all oramounts ~~part~~received ofby ~~your investment~~our shareholders. ~~The~~Furthermore, ~~risk~~our ~~factors~~Board ~~described~~of ~~below~~Directors ~~are~~may ~~not~~be ~~necessarily~~viewed ~~exhaustive~~as having breached its fiduciary duty to our creditors and/or ~~you~~may ~~are~~have ~~encouraged~~acted in bad faith, and thereby exposing itself and our company to ~~perform~~claims ~~your~~of ~~own~~punitive ~~investigation with~~damages, ~~respect~~by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us ~~and~~for ~~our~~these ~~business~~reasons.

WeOur ~~are~~public anshareholders ~~early~~will ~~stage~~be ~~company~~entitled to receive funds from the trust account only upon the earlier of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with noa ~~operating~~shareholder ~~history~~ vote to amend our amended and norestated ~~revenues,~~memorandum and ~~you~~articles ~~have~~of noassociation ~~basis~~to on(A) 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 November 18, 2021 (which may be further extended upon shareholder approval) or (B) with respect to ~~evaluate~~any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of our ~~ability~~public shares if we are unable to ~~achieve~~complete our initial business ~~objective~~combination by November 18, 2021 (which may be further extended upon shareholder approval), subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above.

WeAmended ~~are~~and anRestated ~~early~~Memorandum ~~stage company incorporated under the laws of the Cayman Islands with no operating results,~~ and noArticles ~~revenues. Because we lack significant operating history, you have little basis upon which to evaluate our ability to achieve our business objective~~ of completing our initial business combination with one or more target businesses. We 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.Association

Our ~~public~~amended ~~shareholders~~and ~~may~~restated ~~not~~memorandum beand ~~afforded~~articles anof ~~opportunity to~~association ~~vote~~contains oncertain requirements and restrictions relating to our ~~proposed~~initial ~~business~~public ~~combination,~~offering ~~which~~that ~~means~~apply weto ~~may~~us ~~complete~~until the consummation of our initial business combination. ~~even~~If ~~though~~we aseek ~~majority~~ to amend any provisions of our amended and restated memorandum and articles of association relating to shareholders’ rights or pre-business combination activity, we will provide dissenting public shareholders dowith ~~not~~the ~~support~~opportunity to redeem their public shares in connection with any such avote. Our sponsor, officers and directors have agreed to waive any redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Specifically, our amended and restated memorandum and articles of association provides, among other things, that:

We● ~~may~~prior ~~not~~to ~~hold~~the aconsummation ~~shareholder~~of ~~vote to approve~~ our initial business ~~combination~~ ~~unless the business~~ combination, ~~would require shareholder approval under applicable Cayman Islands law or the rules of NASDAQ or if~~ we ~~decide~~shall toeither ~~hold~~(1) aseek shareholder ~~vote for business or other reasons. Examples of transactions that would not ordinarily require shareholder~~ approval ~~under Cayman Islands law or the rules~~ of ~~NASDAQ include asset acquisitions and share purchases, while transactions such as direct mergers with~~ our ~~company~~initial orbusiness ~~transactions~~combination ~~where~~at ~~we issue more than 20% of our outstanding shares would require shareholder approval. For instance, NASDAQ rules currently allow us to engage in~~ a ~~tender offer in lieu of a shareholder~~ meeting ~~but~~called ~~would~~for ~~still~~such ~~require~~purpose usat towhich ~~obtain~~shareholders ~~shareholder~~may ~~approval~~seek ~~if we were seeking~~ to ~~issue~~redeem ~~more~~their ~~than~~shares, ~~20%~~regardless of ~~our~~whether ~~outstanding shares~~they tovote afor ~~target~~or ~~business~~against asthe ~~consideration~~proposed ~~in any~~ business combination~~. Therefore~~, ifinto wetheir ~~were~~pro ~~structuring~~rata ashare ~~business~~of ~~combination that~~the ~~required~~aggregate usamount tothen ~~issue~~on ~~more~~deposit ~~than~~in ~~20%~~the oftrust ~~our~~account, ~~outstanding~~including ~~shares,~~interest we(which ~~would~~interest ~~seek~~shall ~~shareholder~~be ~~approval~~net of ~~such~~taxes ~~business~~payable) ~~combination. Except~~or as(2) ~~required~~provide byour ~~law~~public orshareholders ~~NASDAQ~~with ~~rules,~~ the ~~decision~~opportunity as to ~~whether~~tender ~~we will seek shareholder approval of a proposed business combination or will allow shareholders to sell~~ their shares to us inby means of a tender offer ~~will~~(and bethereby ~~made~~avoid bythe ~~us,~~need ~~solely~~for ina ~~our~~shareholder ~~discretion, and~~vote) ~~will~~for bean ~~based~~amount onequal ato ~~variety~~their ofpro ~~factors,~~rata ~~such~~share ~~as the timing~~ of the ~~transaction~~aggregate ~~and~~amount ~~whether~~then ~~the~~on ~~terms~~deposit ofin the ~~transaction~~trust ~~would otherwise require us to seek shareholder approval. Accordingly~~account, weincluding ~~may~~interest ~~consummate~~(which ~~our~~interest ~~initial~~shall ~~business~~be ~~combination~~net ~~even if holders~~ of ataxes ~~majority~~payable) ofin ~~the~~each ~~issued~~case ~~and~~subject ~~outstanding~~to ~~ordinary shares do not approve of~~ the ~~business~~limitations ~~combination~~described ~~we consummate.~~herein;

20● 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;

If● weif ~~seek shareholder approval of~~ our initial business combination, ~~our~~is ~~sponsor~~not consummated by November 18, ~~officers~~2021 ~~and~~(which ~~directors~~may ~~have~~be ~~agreed~~extended), tothen ~~vote~~our inexistence ~~favor~~will ofterminate ~~such~~and ~~initial~~we ~~business~~will ~~combination,~~distribute ~~regardless of~~all ~~how~~amounts ~~our~~in ~~public~~the ~~shareholders~~trust ~~vote.~~account; and

~~Unlike~~● ~~other~~prior ~~blank check companies in which the initial shareholders agree~~ to ~~vote~~our ~~their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an~~ initial business combination, ~~our~~we ~~sponsor,~~may ~~officers~~not ~~and~~issue ~~directors~~additional have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares held by them, as well as any public shares purchased after our initial public offering, in favor of our initial business combination. Our sponsor and its permitted transferees currently beneficially own approximately 20% of our issued and outstanding ordinary shares. Asthat ~~a result, in addition to our initial shareholder’s founder shares and private placement shares, we~~ would ~~need~~entitle ~~only 2,427,751, or 35.2%, of~~ the ~~6,900,000~~ ~~public~~holders ~~shares~~thereof ~~sold in our initial public offering~~ to ~~be voted in favor of a transaction~~ (~~assuming~~i) ~~all~~receive ~~outstanding~~funds ~~shares are~~from ~~voted and all shares to be issued to Maxim and/or its designees are issued and outstanding and voted in favor of~~ the ~~business combination)~~trust oraccount ~~191,626,~~ or ~~2.8%, of the 6,900,000 public shares sold in our initial public offering to be voted in favor of a transaction~~ (~~assuming~~ii) ~~only a quorum is present at such meeting held to~~ vote on ~~our~~any initial business combination ~~and all shares to be issued to Maxim and/or its designees are issued and outstanding and voted in favor of the business combination) in order to have our initial business combination approved~~. Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.

Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination.15

~~You~~Table ~~may not be provided with an opportunity to evaluate the specific merits or risks~~ of one or more target businesses. Since our Board of Directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, 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.Contents

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

WeThese ~~may~~provisions ~~seek~~cannot tobe ~~enter~~amended ~~into~~without athe ~~business~~approval ~~combination~~of ~~transaction agreement~~holders ~~with~~of aat ~~prospective~~least ~~target~~two-thirds ~~that~~of ~~requires~~our asordinary ~~a closing condition that we have a minimum net worth or a certain amount of cash~~shares. IfIn ~~too~~the ~~many~~event ~~public shareholders exercise their redemption rights,~~ we ~~would~~seek ~~not~~shareholder beapproval ~~able~~in toconnection ~~meet such closing condition and, as a result, would not be able to proceed~~ with ~~the~~our initial business combination~~. Furthermore~~, ~~we will only redeem~~ our ~~public~~amended ~~shares~~and ~~so long~~restated asmemorandum ~~(after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination~~ and ~~after~~articles ~~payment~~ of ~~underwriters’~~association ~~fees~~will ~~and~~provide ~~commissions (so~~ that we ~~are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which~~ may beconsummate ~~contained in the agreement relating to~~ our initial business combination. ~~Consequently,~~only if ~~accepting~~approved ~~all~~by ~~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~~majority ~~condition, each~~of ~~as described above, we would not proceed with such redemption and~~ the ~~related~~ordinary ~~business~~shares ~~combination~~voted ~~and~~by ~~may~~our ~~instead~~shareholders ~~search for~~at ~~an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into~~ a ~~business~~duly ~~combination~~held ~~transaction~~shareholders ~~with us~~meeting.

21Conflicts of Interest

~~The~~Each ~~ability~~of our officers and directors presently has, and in the future any of our ~~public~~directors ~~shareholders~~and our officers may have additional, fiduciary or contractual obligations to ~~exercise~~other ~~redemption rights~~entities ~~with~~pursuant ~~respect~~to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a ~~large~~director ~~number~~or officer of our ~~shares~~company ~~may~~and ~~not~~such ~~allow~~opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to ~~complete~~pursue. ~~the~~We ~~most~~do ~~desirable~~not ~~business~~believe, ~~combination~~however, that any fiduciary duties or ~~optimize~~ contractual obligations of our ~~capital~~directors ~~structure~~or officers would materially undermine our ability to complete our business combination.

At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore we will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provisions of the Class B ordinary shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B shares at the time of the initial business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.Indemnity

~~The~~Our ~~ability~~sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of ~~our~~funds in the trust account to below (i) $10.00 per public ~~shareholders~~share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to ~~exercise~~reductions ~~redemption rights~~in ~~with~~the ~~respect~~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 ~~large~~third ~~number~~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 ~~shares~~indemnity ~~could~~of ~~increase~~the underwriters of our initial public offering against certain liabilities, including liabilities under the ~~probability~~Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our ~~initial~~sponsor ~~business~~will ~~combination~~not ~~would~~ be ~~unsuccessful~~responsible ~~and~~to ~~that~~the ~~you~~extent ~~would~~of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to ~~wait~~satisfy ~~for~~their ~~liquidation~~indemnity inobligations ~~order~~and believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor to ~~redeem~~reserve ~~your~~for ~~shares~~such obligations.

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

~~The~~We ~~requirement~~have ~~that~~two we(2) officers. ~~complete~~Members of our ~~initial~~management ~~business combination~~team ~~within~~are ~~the~~not ~~prescribed~~obligated ~~time~~to ~~frame~~devote ~~may~~any ~~give~~specific ~~potential~~number ~~target~~of ~~businesses~~hours ~~leverage~~to ~~over~~our usmatters inbut ~~negotiating~~they adevote ~~business~~as ~~combination and~~much ~~may~~of ~~decrease~~their ~~our~~time ~~ability~~as they deem necessary to ~~conduct~~our ~~due~~affairs ~~diligence~~until onwe ~~potential~~have completed our initial business combination. ~~targets~~The asamount weof ~~approach~~time that our ~~dissolution deadline,~~officers ~~which~~or ~~could~~any ~~undermine~~other members of our ~~ability~~management toteam ~~complete~~devote in any time period will vary based on whether a target business has been selected for our initial business combination onand ~~terms~~the ~~that~~current ~~would~~stage ~~produce~~of ~~value~~the ~~for our~~business ~~shareholders~~combination process.

~~Any~~Periodic ~~potential~~Reporting target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination by February 18, 2021 (or until November 18, 2021 if we extend the period of time to consummate a business combination by the full amount of time). Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and ~~may~~Financial ~~enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.~~Information

We ~~may~~have ~~not~~registered ~~be able to complete~~ our ~~initial~~units, ~~business~~Class A ~~combination within~~ordinary ~~the~~shares, ~~prescribed~~warrants ~~time~~and ~~frame,~~rights inunder ~~which~~the ~~case~~Exchange weAct ~~would~~and ~~cease~~have ~~all~~reporting ~~operations~~obligations, ~~except~~including ~~for~~ the ~~purpose~~requirement ofthat ~~winding up and~~ we ~~would redeem~~file ~~our~~annual, ~~public~~quarterly ~~shares~~ and ~~liquidate,~~current inreports ~~which~~with ~~case~~the ~~our public shareholders may only receive $10~~SEC.00 ~~per~~In ~~share~~accordance orwith ~~less~~the ~~than~~requirements ~~such amount~~of inthe ~~certain~~Exchange ~~circumstances~~Act, ~~based~~our onannual ~~the~~reports ~~balance~~will ofcontain ~~our~~financial ~~trust~~statements ~~account~~audited ~~(as~~and ofreported ~~June~~on ~~30,~~by ~~2020), and~~ our ~~warrants~~independent ~~and~~registered ~~rights~~public ~~will expire worthless~~auditors.

~~Our~~We ~~sponsor,~~will ~~officers~~provide ~~and~~shareholders ~~directors~~with ~~have~~audited ~~agreed~~financial ~~that~~statements weof ~~must complete~~the ~~our~~prospective ~~initial~~target business ~~combination~~as bypart ~~February~~of ~~18,~~the ~~2021~~tender ~~(or~~offer ~~until~~materials ~~November~~or ~~18,~~proxy ~~2021~~solicitation ifmaterials wesent ~~extend~~to ~~the~~shareholders ~~period of time~~ to ~~consummate a~~assist ~~business~~them ~~combination~~in byassessing the ~~full~~target ~~amount~~business. ofThese ~~time).~~financial Westatements may ~~not~~ be ~~able~~required to ~~find~~be aprepared ~~suitable~~in ~~target~~accordance ~~business and complete our initial business combination within such time period. If we have not completed our initial business combination within such time period~~with, we ~~will:~~or ~~(i)~~be ~~cease~~reconciled ~~all operations except for the purpose of winding up~~to, ~~(ii)~~U.S. ~~as promptly as reasonably possible but not more than ten business days thereafter~~GAAP, ~~redeem~~or ~~the public shares~~IFRS, atdepending aon ~~per-share price, payable in cash, equal to~~ the ~~aggregate~~circumstances ~~amount~~and ~~then on deposit in~~ the ~~trust~~historical ~~account,~~financial ~~including~~statements ~~interest~~may ~~(which~~be ~~interest~~required ~~shall~~to be ~~net~~audited ofin ~~taxes~~accordance ~~payable,~~with ~~and~~the ~~less~~PCAOB. upThese tofinancial ~~$50,000~~statement ofrequirements ~~interest to~~may ~~pay~~limit ~~dissolution expenses) divided by~~ the ~~number~~pool of ~~then~~potential ~~outstanding~~target ~~public~~businesses ~~shares,~~we ~~which~~may ~~redemption~~acquire ~~will~~because ~~completely~~some ~~extinguish public~~targets ~~shareholders’~~may ~~rights~~be asunable ~~shareholders (including the right~~ to ~~receive~~provide ~~further~~such ~~liquidation~~statements ~~distributions,~~in iftime ~~any),~~for ~~subject~~ us to ~~applicable~~disclose ~~law, and (iii) as promptly as reasonably possible following~~ such ~~redemption,~~statements ~~subject~~in toaccordance ~~the~~with ~~approval~~federal ofproxy ~~our remaining shareholders~~ rules and ~~our~~complete ~~Board of Directors, liquidate and dissolve, subject in each case to~~ our ~~obligations~~initial ~~under~~business ~~Cayman~~combination ~~Islands~~within ~~law to provide for claims of creditors and~~ the ~~requirements~~prescribed oftime ~~other applicable law~~frame. InWhile ~~such~~this ~~case, our public shareholders~~ may ~~only receive~~limit ~~$10.00 per share, or less than such amount in certain circumstances, based on~~ the ~~balance~~pool of ~~our~~potential ~~trust~~acquisition ~~account ($69~~candidates,~~057,508 as~~ ofwe ~~June~~do ~~30,~~not ~~2020),~~believe ~~and~~that ~~our~~this ~~warrants~~limitation ~~and rights~~ will ~~expire~~be ~~worthless~~material.

2216

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

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers or advisors, or their respective 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 purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers or advisors, or their respective affiliates purchase our shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The 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 combination. The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. This may result in the completion of our initial business combination that may not otherwise have been possible.

InWe ~~addition,~~are ifrequired ~~such~~to ~~purchases~~evaluate ~~are~~our ~~made~~internal control procedures for the fiscal year ending June 30, 2020 as required by the ~~public~~Sarbanes-Oxley ~~“float” of~~Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to have our ~~Class~~internal control procedures audited. A ~~ordinary~~target ~~shares~~company ~~and~~may not be in compliance with the ~~number~~provisions of ~~beneficial~~the ~~holders~~Sarbanes-Oxley Act regarding adequacy of ~~our~~their ~~securities~~internal ~~may~~controls. beThe ~~reduced,~~development ~~possibly~~of ~~making~~the itinternal ~~difficult~~ controls of any such entity to ~~maintain~~achieve orcompliance ~~obtain~~with the ~~quotation,~~Sarbanes-Oxley ~~listing~~Act ormay ~~trading~~increase ofthe ~~our~~time ~~securities~~and oncosts anecessary ~~national~~to ~~securities~~complete ~~exchange~~any such acquisition.

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

WeIn ~~will~~addition, ~~comply~~Section 107 ~~with~~of the ~~tender~~JOBS ~~offer~~Act ~~rules~~also orprovides ~~proxy~~that ~~rules,~~an ~~as applicable,~~“emerging ~~when~~growth ~~conducting~~company” ~~redemptions~~can intake ~~connection~~advantage ~~with~~of ~~our~~the ~~initial~~extended ~~business~~transition ~~combination.~~period ~~Despite~~provided ~~our~~in ~~compliance with these rules, if~~ Section 7(a)(2)(B) of ~~shareholder~~the ~~fails~~Securities toAct ~~receive~~for ~~our~~complying ~~tender~~with ~~offer~~new or ~~proxy~~revised ~~materials,~~accounting ~~as applicable, such shareholder may not become aware of the opportunity to redeem its shares~~standards. In ~~addition,~~other ~~the tender offer documents or proxy materials~~words, asan ~~applicable,~~“emerging ~~that~~growth wecompany” ~~will furnish~~can todelay ~~holders~~the adoption of ~~our~~certain ~~public~~accounting ~~shares~~standards inuntil ~~connection~~those ~~with~~standards ~~our~~would ~~initial~~otherwise ~~business~~apply ~~combination will describe the various procedures that must be complied with in order~~ to ~~validly~~private ~~tender or redeem public shares~~companies. InWe ~~the~~intend ~~event that a shareholder fails~~ to ~~comply with~~take ~~these~~advantage ~~procedures,~~of ~~its~~the ~~shares~~benefits ~~may~~of ~~not~~this beextended ~~redeemed~~transition period.

~~You~~We will ~~not~~remain ~~have~~an ~~any~~emerging ~~rights~~growth orcompany ~~interests~~until inthe ~~funds~~earlier ~~from~~ of (1) the ~~trust~~last ~~account,~~day ~~except~~of ~~under~~the ~~certain~~fiscal year ~~limited~~(a) following ~~circumstances.~~the Tofifth ~~liquidate~~anniversary ~~your~~of ~~investment~~the completion of our initial public offering, ~~therefore~~(b) in which we have total annual gross revenue of at least $1.07 billion, ~~you~~or ~~may~~(c) in bewhich ~~forced~~we are deemed to ~~sell your~~be ~~public~~a ~~shares~~large accelerated filer, ~~warrants~~which ormeans ~~rights~~the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior December 31, ~~potentially~~and at(2) the adate ~~loss~~on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

~~Our~~Item public shareholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) 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 February 18, 2021 (or until November 18, 2021 if we extend the period of time to consummate a business combination by the full amount of time) or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination by February 18, 2021, subject to applicable law and as further described herein1A. InRisk no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants or rights, potentially at a loss.Factors

23As a smaller reporting company, we are not required to include risk factors in this Annual Report. However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on our company and our operations:

~~NASDAQ~~● ~~may~~we ~~delist~~are ~~our~~a ~~securities~~blank ~~from~~check ~~trading~~company onwith ~~its~~no ~~exchange, which~~revenue ~~could~~or ~~limit~~basis ~~investors’ ability~~ to ~~make~~evaluate ~~transactions in~~ our ~~securities~~ability ~~and~~to ~~subject~~select usa tosuitable ~~additional~~business ~~trading restrictions.~~target;

~~Our~~● ~~securities~~we ~~are~~may ~~listed~~not ~~on NASDAQ. We cannot assure you that our securities will continue to~~ be ~~listed~~able ~~on NASDAQ in the future or prior~~ to ~~our~~select ~~initial~~an ~~business~~appropriate ~~combination.~~target ~~In order to continue listing our securities on NASDAQ prior to our initial~~ business ~~combination,~~or webusinesses ~~must maintain certain financial, distribution~~ and ~~stock~~ ~~price~~complete ~~levels. Generally, we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of~~ our ~~securities (generally 300 public holders). Additionally, in connection with our~~ initial business combination~~, we~~ ~~will be required to demonstrate compliance with NASDAQ’s initial listing requirements, which are more rigorous than NASDAQ’s continued listing requirements,~~ in ~~order to continue to maintain~~ the ~~listing~~prescribed of our securities on NASDAQ. For instance, our stock price would generally be required to be at least $4.00 per share, our shareholders’ equity would generally be required to be at least $5.0 million and we would be required to have a minimum of 300 round lot holders of our securities (with at least 50% of such round lot holders holding securities with a market value of at least $2,500). We cannot assure you that we will be able to meet those initial listing requirements at that time. frame;

If● ~~NASDAQ delists~~ our ~~securities~~expectations ~~from~~around ~~trading~~the onperformance ~~its~~of ~~exchange and~~a weprospective ~~are~~target ~~not~~business ~~able~~or tobusinesses ~~list~~may ~~our~~not ~~securities on another national securities exchange, we expect our securities could~~ be ~~quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:~~realized;

•● awe ~~limited~~may ~~availability~~not ofbe ~~market~~successful ~~quotations~~in ~~for~~retaining or recruiting required officers, key employees or directors following our ~~securities~~initial business combination;

•● ~~reduced~~our ~~liquidity~~officers ~~for~~and directors may have difficulties allocating their time between the Company and other businesses and may potentially have conflicts of interest with our ~~securities~~business or in approving our initial business combination;

•● awe ~~determination~~may ~~that~~not ~~our~~be ~~Class~~able Ato ~~ordinary~~obtain ~~shares~~additional isfinancing ato ~~“penny~~complete ~~stock” which will require brokers trading in~~ our ~~Class~~initial Abusiness ~~ordinary~~combination ~~shares~~or toreduce ~~adhere~~the tonumber ~~more stringent rules and possibly result in a reduced level~~ of ~~trading~~shareholders ~~activity~~requesting ~~in the secondary trading market for our securities~~redemption;

•● we may issue our shares to investors in connection with our initial business combination at a ~~limited~~price ~~amount~~that is less than the prevailing market price of ~~news~~our ~~and~~shares ~~analyst~~at ~~coverage;~~that ~~and~~time;

•● ayou ~~decreased~~may ~~ability~~not be given the opportunity to ~~issue~~choose ~~additional~~the ~~securities~~initial orbusiness ~~obtain~~target ~~additional~~or ~~financing~~to invote on the ~~future.~~initial business combination;

~~The~~● ~~National~~trust ~~Securities~~account ~~Markets~~funds ~~Improvement~~may Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Since our units, Class A ordinary shares, warrants and rights are listed on NASDAQ, they are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not ~~aware~~be ofprotected aagainst ~~state~~third ~~having~~party ~~used~~claims ~~these powers to prohibit~~ or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on NASDAQ, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities, including in connection with our initial business combination.bankruptcy;

~~Our~~● ~~shareholders~~an ~~will~~active ~~not~~market befor ~~entitled~~our topublic ~~protections~~securities’ ~~normally afforded~~may tonot ~~investors~~develop ofand ~~many~~you ~~other~~will ~~blank~~have ~~check~~limited ~~companies.~~liquidity and trading;

Since the net proceeds of our initial public offering and the sale of the private placement units are intended to be used to complete an initial business combination with a target business that was not then identified, we may be deemed to be a “blank check” company under the United States securities laws. However, because we had net tangible assets in excess of $5,000,000 at the time of our initial public offering, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units were immediately tradable and we have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our initial public offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.17

24Table of Contents

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

If● wethe ~~seek~~availability ~~shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant~~ to ~~the~~use ~~tender offer rules, our amended and restated memorandum and articles~~ of ~~association~~funds 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~~interest ~~redemption~~income ~~rights~~on ~~with respect to more than an aggregate of 15% of~~ the ~~shares sold~~trust inaccount ~~our~~balance ~~initial~~may ~~public offering, which we refer to as the “Excess Shares.” However, we would not~~ be ~~restricting our~~insufficient ~~shareholders’ ability~~ to ~~vote~~operate ~~all of their shares (including Excess Shares) for or against~~ our ~~initial~~ business ~~combination. Your~~prior ~~inability~~ to ~~redeem~~ the ~~Excess Shares will reduce your influence over our ability to complete our initial~~ business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.;

~~Because~~● of our ~~limited~~financial ~~resources~~performance ~~and~~following ~~the~~a ~~significant competition for~~ business combination ~~opportunities,~~with itan entity may be ~~more~~negatively ~~difficult~~affected ~~for~~by ustheir tolack ~~complete~~an ~~our~~established ~~initial~~record ~~business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share (as~~ of ~~June 30~~revenue, ~~2020),~~cash orflows ~~less in certain circumstances, on our redemption,~~ and ~~our~~experienced ~~warrants and rights will expire worthless.~~ management;

● We ~~expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which~~ may be ~~individuals~~subject ~~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~~unique ~~proceeds~~risks of our initial public offering and the sale of the private placement units, 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~~industry ~~of certain target businesses. Furthermore,~~ if we ~~are~~pursue ~~obligated to pay cash for the Class A ordinary shares redeemed and, in the event we seek shareholder approval of our initial~~ business ~~combination,~~combinations wewith ~~make~~companies ~~purchases of our Class A ordinary shares, potentially reducing 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 (as of June 30, 2020), or less than such amount in certain circumstances, based on the ~~balance of our trust account ($69~~sports,~~057,508~~ asmedia ~~of June 20, 2020),~~ and ~~our~~data ~~warrants~~analytics ~~and rights will expire worthless. In certain circumstances~~sectors, ~~our~~including ~~public~~professional ~~shareholders~~sports ~~may~~franchises; ~~receive less than $10.00 per share on the redemption of their shares.~~and

If● ~~the~~Our ~~net~~ability ~~proceeds~~to ofconsummate ~~our~~an initial ~~public~~business ~~offering~~combination ~~and the~~may ~~sale~~be ofadversely ~~the~~impacted ~~private~~by ~~placement units not being held in~~ the ~~trust~~recent ~~account~~COVID-19 ~~are~~pandemic ~~insufficient~~and toother ~~allow~~events ~~us to operate until February 18, 2021~~ (orsuch ~~until~~as ~~November~~terrorist 18attacks, ~~2021~~natural ifdisasters weor ~~extend the period of time to consummate~~ a ~~business~~significant ~~combination~~outbreak ~~by the full amount~~ of ~~time),~~ weother ~~may~~infectious ~~be unable to complete our initial business combination~~diseases).

25For the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our registration statement, as amended, our Annual Report on Form 10-K/A for the period ended June 30, 2020, as amended, and our Quarterly Report on Form 10-Q for the period ended March 31, 2021.

~~The~~Item funds available to us outside of the trust account may not be sufficient to allow us to operate until February 18, 2021 (or until November 18, 2021 if we extend the period of time to consummate a business combination by the full amount of time), assuming that our initial business combination is not completed during that time1B. WeUnresolved ~~expect~~Staff to incur significant costs in pursuit of our acquisition plans. Our affiliates are not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.Comments

We believe that the funds currently available to us outside of the trust account, will be sufficient to allow us to operate until February 18, 2021 (or until November 18, 2021 if we extend the period of time to consummate a business combination by the full amount of time); however, we cannot assure you that our estimate is accurateNone. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. Consequently, if we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, based on the balance of our trust account (as of June 30, 2020), and our warrants and rights will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares.

IfItem the net proceeds of our initial public offering and the sale of the private placement units not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination2. ~~If we are unable to obtain these loans, we may not be able to complete our initial business combination.~~Properties

AsWe ofdo ~~June~~not ~~30,~~own ~~2020,~~any wereal ~~had~~estate ~~$819,755~~or ~~held~~other ~~outside~~physical ~~the~~properties ~~trust account~~materially ~~that~~important ~~is available~~ to ~~us to fund~~ our ~~working~~operation. ~~capital~~We ~~requirements.~~currently Ifmaintain weour ~~are~~principal ~~required~~executive tooffices ~~seek~~at ~~additional~~4 – ~~capital~~19/F, we126 ~~would need~~Zhong toBei, ~~borrow~~Wuchang ~~funds~~District, ~~from our sponsor~~Wuhan, ~~management team or other third parties to operate or may be forced to liquidate. Neither our sponsor~~China, ~~members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances~~430061. ~~Any~~We ~~such~~consider ~~advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of~~ our ~~initial~~current ~~business~~office ~~combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us~~space, wecombined ~~will~~with ~~be forced to cease operations and liquidate~~ the ~~trust~~other ~~account.~~office Ifspace weotherwise ~~are~~available ~~unable~~ to ~~complete~~ our ~~initial~~executive ~~business~~officers ~~combination,~~adequate ~~our~~for ~~public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, based on the balance of~~ our ~~trust~~current ~~account (as of June 30, 2020), and our warrants and rights will expire worthless~~operations.

~~Subsequent~~Item to3. ~~the~~Legal completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.Proceedings

~~Even~~To if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the ~~target~~knowledge ~~business and outside~~ of our ~~control will not later arise. As a result of these factors~~management, wethere ~~may~~is ~~be forced~~not tolitigation ~~later~~currently ~~write-down~~pending or ~~write-off~~contemplated ~~assets,~~against ~~restructure our operations~~us, orany incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of ~~this nature could contribute to negative market perceptions about us or~~ our ~~securities.~~officers ~~In addition, charges of this nature may cause us to violate net worth~~ or ~~other~~directors ~~covenants to~~in ~~which~~their wecapacity ~~may be subject~~ as asuch ~~result of assuming pre-existing debt held by a target business~~ or byagainst ~~virtue~~any of our ~~obtaining post-combination debt financing~~property. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

26Item 4. Mine Safety Disclosures

IfNot ~~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.~~Applicable

Our placing of funds in the trust account may 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 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 bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we 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, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors.

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor (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 (i) $10.00 per public share or (ii) 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 indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities of our company. Our sponsor may not have sufficient funds available to satisfy those obligations. We have not asked our sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share (subject to increase of up to an additional $0.30 per share in the event that our sponsor elects to extend the period of time to consummate a business combination by the full nine months). In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.18

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

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share or (ii) 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 public shareholders may be reduced below $10.00 per share.Part II

~~If,~~Item ~~after~~5. weMarket ~~distribute~~for ~~the~~Registrant’s ~~proceeds~~Common ~~in the trust account to our public shareholders~~Equity, weRelated ~~file~~Shareholder ~~a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed~~Matters, ~~a bankruptcy court may seek to recover such proceeds,~~ and ~~the~~Issuer ~~members~~Purchases of ~~our~~Equity ~~Board of Directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive damages.~~Securities

~~If, after we distribute the proceeds in the trust account to our public shareholders, we file~~ (a)Market bankruptcy 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 bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. In addition, our Board of Directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.Information

IfOur units, ~~before~~Class A ~~distributing~~ordinary ~~the proceeds in the trust account to our public shareholders~~shares, wewarrants ~~file~~and arights ~~bankruptcy~~are ~~petition~~each ortraded anon ~~involuntary~~the ~~bankruptcy~~Nasdaq ~~petition~~Capital isMarket ~~filed~~under ~~against~~the ussymbols ~~that~~“ZGYHU,” ~~is not dismissed~~“ZGYH,”“ZGYHW,” ~~the~~and ~~claims~~“ZGYHR” ofrespectively. ~~creditors~~Our inunits ~~such~~commenced ~~proceeding~~public ~~may~~trading ~~have~~on ~~priority~~February 13, ~~over~~2020 ~~the~~and ~~claims of~~ our ~~shareholders~~Class A ~~and~~ordinary ~~the~~shares, ~~per-share~~warrants ~~amount that~~and ~~would~~rights ~~otherwise~~commenced bepublic ~~received~~trading byon ~~our~~April 3, ~~shareholders in connection with our liquidation may be reduced~~2020.

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

IfOn weOctober ~~are~~27, ~~deemed~~2021, tothere bewas anone ~~investment~~holder ~~company~~of ~~under~~record ~~the Investment~~of ~~Company~~our ~~Act~~units, wetwo ~~may~~holders beof ~~required~~record toof ~~institute~~our ~~burdensome~~class ~~compliance~~A ~~requirements~~ordinary ~~and~~shares, ~~our~~one ~~activities~~holder ~~may~~of berecord ~~restricted, which~~of ~~may~~our ~~make~~warrants itand ~~difficult~~one ~~for~~holder usof torecord ~~complete~~of our ~~initial business combination~~rights.

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

●We ~~restrictions~~have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to completion of our initial business combination. The payment of cash dividends in the ~~nature~~future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our ~~investments;~~initial combination. The payment of any cash dividends subsequent to our initial business combination will be at the discretion of our Board of Directors and subject to the company having funds lawfully available for distribution at such time. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

●(d)Securities ~~restrictions~~Authorized onfor ~~the~~Issuance ~~issuance~~Under ofEquity ~~securities;~~Compensation Plans

~~Each of which may make it difficult for us to complete our initial business combination~~None.

In(e)Recent ~~addition,~~Sales weof ~~may~~Unregistered ~~have imposed upon us burdensome requirements, including:~~Securities

~~● registration as an investment company;~~None.

●(f)Purchase ~~adoption~~ of aEquity ~~specific~~Securities ~~form~~by ofIssuer ~~corporate~~and ~~structure;~~Affiliated ~~and~~Purchasers

28None.

●Item ~~reporting,~~6. ~~record~~Selected ~~keeping,~~Financial ~~voting, proxy and disclosure requirements and other rules and regulations.~~Data

WeNot ~~do not believe that our principal activities subject us to the Investment Company Act~~applicable. The proceeds held in the trust account may be invested by the trustee only in United States government treasury bills with a maturity of 180 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, based on the balance of our trust account (as of June 30, 2020), and our warrants and rights will expire worthless.

~~Changes~~ITEM in7. ~~laws~~MANAGEMENT’S orDISCUSSION ~~regulations,~~AND orANALYSIS aOF ~~failure~~FINANCIAL toCONDITION ~~comply with~~AND ~~any~~RESULTS ~~laws~~OF ~~and regulations, may adversely affect our business, investments and results of operations.~~OPERATIONS

WeThe ~~are~~following ~~subject~~discussion toand ~~laws~~analysis ~~and~~of ~~regulations~~the ~~enacted~~Company’s byfinancial ~~national, regional~~condition and ~~local~~results ~~governments.~~of Inoperations ~~particular,~~should ~~we will~~ be ~~required~~read toin ~~comply~~conjunction with ~~certain~~our ~~SEC~~audited financial statements and ~~other~~the ~~legal~~notes ~~requirements.~~related ~~Compliance with,~~thereto ~~and~~which ~~monitoring~~are ~~of,~~included ~~applicable~~in ~~laws~~“Item 8. Financial Statements and ~~regulations~~Supplementary ~~may~~Data” beof ~~difficult,~~this ~~time~~Annual ~~consuming~~Report ~~and~~on ~~costly~~Form 10-K. ~~Those~~Certain ~~laws~~information ~~and~~contained ~~regulations and~~in ~~their~~the ~~interpretation~~discussion and ~~application~~analysis ~~may~~set ~~also~~forth ~~change~~below ~~from~~includes ~~time~~forward-looking tostatements. ~~time~~Our ~~and~~actual ~~those~~results ~~changes~~may ~~could~~differ ~~have~~materially afrom ~~material~~those ~~adverse~~anticipated ~~effect on~~in ~~our~~these ~~business,~~forward-looking ~~investments~~statements ~~and~~as ~~results~~a result of ~~operations.~~many ~~In addition~~factors, aincluding ~~failure~~those toset ~~comply~~forth ~~with~~under ~~applicable~~“Special ~~laws~~Note Regarding orForward-Looking ~~regulations~~Statements,” ~~as interpreted~~“Item 1A. ~~and~~Risk ~~applied,~~Factors” ~~could~~and ~~have~~elsewhere ain ~~material~~this ~~adverse~~Annual ~~effect~~Report on ~~our business and results of operations~~Form 10-K.

IfForward-Looking we are unable to consummate our initial business combination by February 18, 2021 (or until November 18, 2021 if we extend the period of time to consummate a business combination by the full amount of time), our public shareholders may be forced to wait beyond February 18, 2021 (or until November 18, 2021 if we extend the period of time to consummate a business combination by the full amount of time) before redemption from our trust account.Statements

IfAll westatements ~~are~~other ~~unable~~than tostatements ~~consummate our initial business combination by February 18, 2021 (or until November 18, 2021 if we extend the period~~ of ~~time~~historical tofact ~~consummate~~included ~~a business combination by the full amount of time), we will distribute the aggregate amount then on deposit~~ in ~~the~~this ~~trust~~Annual ~~account~~Report ~~(less up to $50~~including,~~000~~ ofwithout ~~the net interest earned thereon to pay dissolution expenses)~~limitation, ~~pro~~statements ~~rata~~under tothis ~~our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein~~“Item 7. ~~Any~~Management’s ~~redemption~~Discussion ~~of public shareholders from the trust account shall be effected automatically by function of our amended~~ and ~~restated~~Analysis ~~memorandum and articles~~ of ~~association~~Financial ~~prior to~~Condition ~~any voluntary winding up. If we are required to windup, liquidate the trust account~~ and ~~distribute~~Results ~~such amount therein, pro rata, to our public shareholders, as part~~ of ~~any~~Operations” ~~liquidation~~regarding process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Law. In that case, investors may be forced to wait beyond February 18, 2021 (or until November 18, 2021 if we extend the period of time to consummate a business combination by the full amount of time) before the redemption proceeds of our ~~trust~~financial account become available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto or an amendment is made to our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by February 18, 2021 (or until November 18, 2021 if we extend the period of time to consummate a business combination by the full amount of time) and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation or aforementioned amendment to our amended and restated memorandum and articles of association will public shareholders be entitled to distributions if we are unable to complete our initial business combination.

~~Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.~~19

29Table of Contents

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our trust account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable to a fine of up to $18,292 and to imprisonment for five years in the Cayman Islands.

Weposition, ~~may~~business ~~not~~strategy ~~hold~~and anthe ~~annual~~plans ~~meeting~~and objectives of ~~shareholders~~management ~~until after~~for future operations, are forward looking statements. When used in this Annual Report, words such “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the ~~consummation~~negative of such terms or other similar expressions, as they relate to us or our ~~initial~~management, ~~business~~identify ~~combination~~forward looking statements. ~~Our~~Factors ~~public~~that ~~shareholders~~might ~~will~~cause or contribute to such a discrepancy include, but are not ~~have~~limited to, those described in our other SEC filings. Such forward looking statements are based on the ~~right~~beliefs of management, as well as assumptions made by, and information currently available to, ~~elect~~our ~~directors prior~~management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this Annual Report should be read as being applicable to all forward-looking statements whenever they appear in this Annual Report. For these statements, we claim the ~~consummation~~protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our ~~initial~~filings ~~business~~with ~~combination~~the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

In accordance with NASDAQ corporate governance requirements, we are not required to hold an annual meeting until no later than one full year after our first fiscal year end following our listing on the NASDAQ (or until June 30, 2021). There is no requirement under the Companies Law for us to hold annual general meetings in order 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. In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the election of directors prior to consummation of our initial business combination.Overview

We ~~have~~are ~~not~~a ~~registered~~blank ~~the~~check ~~Class~~company Aincorporated ~~ordinary~~as ~~shares~~a ~~issuable upon~~Cayman ~~exercise~~Islands ofexempted ~~the~~company ~~warrants~~and ~~under~~incorporated for the ~~Securities~~purpose ~~Act~~of oreffecting ~~any~~a ~~state~~merger, ~~securities~~share ~~laws~~exchange, atasset ~~this~~acquisition, ~~time~~stock purchase, ~~and~~reorganization ~~such~~or ~~registration~~similar ~~may~~business ~~not be~~combination inwith ~~place~~one ~~when~~or anmore ~~investor~~businesses. ~~desires~~We intend to ~~exercise~~effectuate ~~warrants,~~our ~~thus~~initial ~~precluding~~business ~~such~~combination ~~investor~~using cash from ~~being~~the ~~able~~proceeds toof ~~exercise~~our ~~its~~initial ~~warrants except~~public onoffering aand ~~cashless~~the ~~basis~~private ~~and~~placement ~~potentially~~of ~~causing~~the ~~such~~private ~~warrants~~placement tounits, ~~expire~~the ~~worthless~~proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt.

We ~~have~~expect not registered the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to ~~file,~~continue ~~and within 60 business days following our initial business combination~~ to ~~have~~incur ~~declared~~significant ~~effective,~~costs ~~a registration statement covering such shares and maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants, until the expiration of the warrants~~ in ~~accordance with~~ the ~~provisions~~pursuit of ~~the~~our ~~warrant~~acquisition ~~agreement~~plans. We cannot assure you that weour ~~will~~plans ~~be able~~ to doraise socapital ~~if, for example, any facts~~ or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current 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~~complete 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 is available. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will ~~not~~ be ~~able to exercise their warrants on a cashless basis~~successful. 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 as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in our initial public offering.

30Results of Operations

~~The~~We ~~grant~~have ofneither ~~registration~~engaged ~~rights~~in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for our ~~sponsor~~initial public offering, and ~~holders of~~after ~~our~~the ~~private~~initial ~~placement~~public ~~units~~offering, ~~may~~identifying ~~make~~a ittarget ~~more~~company ~~difficult~~for toa ~~complete~~business combination. We will not generate any operating revenues until after completion of our initial business combination, ~~and~~at the ~~future~~earliest. ~~exercise~~ We generate non-operating income in the form of ~~such~~interest ~~rights~~income ~~may~~on ~~adversely~~marketable ~~affect~~securities held in the ~~market~~trust ~~price~~account. We incur expenses as a result of ~~our~~being ~~Class~~a Apublic ~~ordinary~~company ~~shares~~(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a business combination.

~~Pursuant~~For to the ~~agreement~~year ~~entered~~ended ~~into~~June ~~concurrently~~30, ~~with the issuance and sale of the securities in our initial public offering~~2021, ~~our initial shareholders and their permitted transferees can demand that~~ we ~~register~~had ~~the~~a ~~private~~net ~~placement~~loss ~~rights, the Class A ordinary shares issuable upon conversion~~ of ~~the private placement rights~~$1, ~~the private placement warrants~~831, ~~the Class A ordinary shares issuable upon exercise of the private placement warrants~~075, ~~the Class~~which Aconsists ~~ordinary shares issuable upon conversion~~ of ~~the~~general ~~founder shares, the Class A ordinary shares included in the private placement units,~~ and ~~holders~~administrative ofexpenses ~~units that may be issued upon conversion~~ of ~~working capital loans may demand that we register such Class A ordinary shares~~$780,432 ~~warrants, rights or the Class A ordinary shares issuable upon exercise of such warrants~~ and conversion of such rights. Maxim or its permitted transferees may demand that we register the units underlying the unit purchase option being issued to the underwriters of our initial public offering. We will bear the cost of registering these securities. The registration and availability of such a ~~significant~~change ~~number of securities for trading~~ in ~~the~~fair ~~public~~value ~~market~~of ~~may~~warrants ~~have an adverse effect on the market price~~ of ~~our Class A ordinary shares. In addition~~$1,071,323, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset ~~the~~by ~~negative~~interest ~~impact~~earned on ~~the~~marketable ~~market~~securities ~~price~~held ofin ~~our Class A ordinary shares that is expected when~~ the ~~Class~~trust Aaccount ~~ordinary shares owned by our sponsor, holders~~ of ~~our private placement units or holders of our working capital loans or their respective permitted transferees are registered~~$20,680.

~~Because~~For wethe ~~are~~year ~~not~~ended ~~limited~~June to30, a2020, ~~particular~~we ~~industry~~had ~~or any~~a ~~specific~~net ~~target~~loss ~~businesses~~of ~~with~~$99,861, which consists of general and administrative expenses of $309,004, transaction costs associated allocated to ~~pursue~~warrant liabilities of $89,670, and a realized loss on marketable securities held in our ~~initial~~trust ~~business~~account ~~combination~~of $708,023, ~~you~~offset ~~will~~by bethe ~~unable~~change toin ~~ascertain~~fair value of warrant liabilities of $786,555, interest earned on marketable securities held in the ~~merits or~~trust ~~risks~~account of ~~any~~$220,239 ~~particular~~and ~~target~~interest ~~business’s~~earned ~~operations~~of $42.

WeLiquidity ~~may pursue acquisition opportunities in any industry or sector. However, we are not, under our amended~~ and ~~restated~~Capital memorandum and articles of association, permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained an actionable material misstatement or material omission.Resources

31On February 18, 2020, we consummated the initial public offering of 6,000,000 Units at $10.00 per unit, generating gross proceeds of $60,000,000. Simultaneously with the closing of the initial public offering, we consummated the sale of 232,500 private placement units to the sponsor at a price of $10.00 per unit, generating gross proceeds of $2,325,000.

~~Past~~On ~~performance~~February 24, by2020, ~~our~~in ~~management~~connection ~~team~~with ~~and~~the underwriters’ election to fully exercise their ~~respective affiliates~~over-allotment ~~may~~option, ~~not~~we beconsummated ~~indicative~~the sale of ~~future~~an ~~performance~~additional 900,000 units at $10.00 per unit and the sale of an ~~investment~~additional in18,000 usprivate placement units at $10.00 per private placement unit, generating total gross proceeds of $9,180,000.

~~Information~~Following ~~regarding performance by, or businesses associated with,~~ our ~~management~~initial ~~team~~public ~~and their affiliates is presented for informational purposes only. Past performance by our management~~offering, ~~including~~ ~~their~~the ~~affiliates’~~exercise ~~past performance, is not a guarantee either (i)~~ of ~~success~~the ~~with~~over-allotment ~~respect~~option toand ~~any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. You should not rely on~~ the ~~historical~~sale ~~record~~ of ~~our~~the ~~management~~private ~~team~~placement ~~and~~units, ~~their~~a ~~affiliates~~total ~~as indicative~~ of ~~our~~$69,000,000 ~~future~~was ~~performance~~placed ~~and~~in ~~you~~the ~~may lose~~trust ~~all~~account. orWe ~~part~~incurred of$4,330,715 ~~your~~in ~~invested~~transaction ~~capital. Additionally~~costs, inincluding ~~the~~$1,380,000 ~~course~~ of ~~their~~underwriting ~~respective~~fees, ~~careers~~$2,415,000 ~~members~~ of ~~our~~deferred ~~management~~underwriting ~~team have~~fees ~~been involved in businesses~~ and ~~deals~~$535,715 ~~that~~of ~~were~~other ~~unsuccessful.~~offering ~~Our officers and directors have not had management experience with blank check companies or special purpose acquisition corporations in the past~~costs.

~~We may seek acquisition opportunities in industries or sectors that may be outside of our management’s areas of expertise.~~20

WeTable ~~will consider a business combination outside~~ of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained 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 management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.Contents

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

~~Although~~For wethe ~~have~~year ~~identified~~ended ~~general~~June ~~criteria~~30, ~~and guidelines for evaluating prospective target businesses~~2021, itcash isused ~~possible~~in ~~that~~operating aactivities ~~target~~was ~~business with which we enter into our initial business combination will not have all of these positive attributes~~$558,841. IfNet weloss ~~complete our initial business combination with a target that does not meet some or all~~ of ~~these guidelines~~$1,831,075 ~~such~~was ~~combination~~affected ~~may~~by ~~not~~interest beearned ason ~~successful~~marketable assecurities aheld ~~combination~~in ~~with~~the atrust ~~business~~account ~~that does meet all~~ of ~~our general criteria and guidelines. In addition~~$20, ~~if we announce a prospective business combination with a target that does not meet our general criteria and guidelines~~680, afees ~~greater~~charged ~~number of shareholders may exercise their redemption rights, which may make it difficult for us~~ to ~~meet~~trust ~~any~~account ~~closing condition with a target business that requires us to have a minimum net worth or a certain amount~~ of ~~cash. In addition~~$48, ~~if shareholder approval of the transaction is required by law~~575, orchange wein ~~decide~~fair ~~to obtain~~value ~~shareholder~~of ~~approval~~warrants ~~for~~of ~~business or other legal reasons~~$1,071,323 itand ~~may~~changes bein ~~more~~operating ~~difficult~~assets ~~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~~liabilities, ~~our~~which ~~public~~provided ~~shareholders may receive only approximately~~ $~~10.00 per share~~173,016 ~~or less than such amount in certain circumstances, based on the balance~~ of ~~our~~cash ~~trust~~from ~~account~~operating ~~(as of June 30, 2020), and our warrants and rights will expire worthless~~activities.

WeFor ~~may~~the ~~seek~~year ~~acquisition~~ended ~~opportunities~~June 30, ~~with~~2020, cash used in operating activities was $233,712. Net loss of $99,861 was impacted by the change in fair value of warrant liabilities of $786,555, transaction costs allocated to warrant liabilities of $89,670, interest earned on marketable securities held in the trust account of $220,239, a ~~financially unstable~~realized ~~business~~loss oron anmarketable ~~entity~~securities ~~lacking~~held anin ~~established~~our ~~record~~trust account of ~~revenue~~$708,023, orfees ~~earnings~~charged to trust account of $19,708, and changes in operating assets and liabilities, which provided $55,542 of cash from operating activities.

ToAs ~~the~~of ~~extent~~June 30, 2021, we ~~complete~~had ~~our~~cash ~~initial~~and ~~business~~marketable ~~combination~~securities ~~with a~~of ~~financially~~$70,409,613 ~~unstable~~held ~~business~~in orthe antrust ~~entity~~account. ~~lacking~~We anintend ~~established~~to ~~record~~use substantially all of ~~sales~~the orfunds ~~earnings,~~held wein ~~may~~the betrust ~~affected~~account, byincluding ~~numerous risks~~any ~~inherent~~amounts inrepresenting ~~the~~interest ~~operations~~earned ofon the ~~business~~trust ~~with~~account (which weinterest ~~combine.~~shall ~~These~~be ~~risks~~net ~~include~~of ~~volatile~~taxes ~~revenues~~payable ~~or earnings~~ and ~~difficulties in~~excluding ~~obtaining~~deferred ~~and~~underwriting ~~retaining~~commissions) ~~key~~to ~~personnel.~~complete ~~Although~~ our ~~officers~~initial ~~and~~business ~~directors~~combination. ~~endeavor~~To ~~to evaluate~~ the ~~risks~~extent ~~inherent~~that inour aordinary ~~particular target~~shares ~~business,~~or wedebt ~~may~~is ~~not~~used, bein ~~able~~whole ~~to properly ascertain~~ or ~~assess~~in ~~all~~part, ofas ~~the~~consideration ~~significant risk factors and we may not have adequate time~~ to complete ~~due~~our ~~diligence.~~initial ~~Furthermore~~business combination, ~~some~~the ofremaining ~~these~~proceeds ~~risks~~held ~~may~~in bethe ~~outside~~trust ofaccount ~~our~~will ~~control~~be ~~and~~used ~~leave~~as usworking ~~with~~capital noto ~~ability~~finance ~~to control~~the oroperations ~~reduce~~of the ~~chances~~target ~~that~~business ~~those~~or ~~risks~~businesses, ~~will~~make ~~adversely~~other ~~impact~~acquisitions aand ~~target~~pursue ~~business~~our growth strategies.

As of June 30, 2021, we had cash of $256 outside of the trust account. We ~~are~~intend ~~not~~to ~~required~~use the funds held outside the trust account primarily to ~~obtain~~identify anand ~~opinion~~evaluate ~~from~~target anbusinesses, ~~independent investment~~perform ~~banking~~business ordue ~~from~~diligence anon ~~independent~~prospective ~~accounting~~target ~~firm~~businesses, travel to and ~~consequently~~from the offices, ~~you~~plants ~~may~~or ~~have~~similar nolocations ~~assurance~~of ~~from~~prospective antarget ~~independent~~businesses ~~source that~~or ~~the~~their ~~price~~representatives weor ~~are~~owners, ~~paying~~review ~~for~~corporate ~~the~~documents ~~business~~and ismaterial ~~fair~~agreements toof ~~our~~prospective ~~company~~target ~~from~~businesses, aand ~~financial~~structure, ~~point~~negotiate ofand ~~view~~complete our initial business combination.

32In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units.

~~Unless~~On weFebruary ~~complete~~10, ~~our business combination with an affiliated entity~~2021, orthe ~~our~~period ~~Board~~ of ~~Directors~~time ~~cannot~~for ~~independently determine~~ the ~~fair~~Company ~~market~~to ~~value~~consummate ofa ~~the~~Business ~~target~~Combination ~~business~~was orextended ~~businesses,~~for ~~we are not required to obtain~~ an ~~opinion~~additional ~~from~~three-month anperiod ~~independent~~ending ~~investment~~on ~~banking~~May ~~firm~~18, or2021, ~~another~~and, ~~independent~~accordingly, ~~firm~~$690,000 ~~that~~was ~~commonly~~deposited ~~renders valuation~~into ~~opinions for~~ the ~~type~~Trust ofAccount. ~~company~~The wedeposit ~~are~~was ~~seeking~~funded toby ~~acquire or from an independent accounting firm that the price we are paying for~~ a ~~target~~non-interest isbearing ~~fair~~unsecured toconvertible ~~our~~promissory ~~company~~note from ~~a financial point of view~~GCN. IfThe nonote ~~opinion~~ is ~~obtained,~~repayable ~~our shareholders will be relying~~ on ~~the~~or ~~judgment~~before ofNovember ~~our Board of Directors~~18, ~~who~~2021 ~~will~~(subject ~~determine~~to ~~fair market value based on standards generally accepted by~~ the ~~financial~~waiver ~~community.~~against ~~Such~~trust ~~standards~~limitations) ~~used~~and ~~will~~may be ~~disclosed~~converted ininto ~~our~~shares ~~tender~~of ~~offer~~the ~~documents~~Company or ~~proxy~~its ~~solicitation~~successor ~~materials,~~entity ~~as applicable,~~at ~~related~~a toprice ~~our~~of ~~initial business combination~~$10.00 ~~However,~~per ifshare ~~our~~at ~~Board of Directors is unable to determine~~ the ~~fair~~option ~~value~~ of anthe ~~entity with which we seek to complete an initial business combination based on such standards, we will be required to obtain an opinion~~lender.

WeOn ~~may~~May ~~issue~~13, ~~additional~~2021, ~~Class~~the Aperiod ~~ordinary~~of ortime ~~preference shares~~for tothe ~~complete~~Company ~~our~~to ~~initial~~consummate a business combination orwas ~~under~~extended for an ~~employee~~additional ~~incentive~~three-month ~~plan~~period ~~after~~ending ~~completion~~on ofAugust ~~our~~18, ~~initial~~2021, ~~business combination.~~and, Weaccordingly, ~~may~~$690,000 ~~also~~was ~~issue~~deposited ~~Class~~into Athe ~~ordinary~~trust ~~shares~~account. ~~upon~~The ~~the~~deposit ~~conversion~~was offunded ~~the~~by ~~Class~~a Bnon-interest ~~ordinary~~bearing ~~shares~~unsecured atconvertible apromissory ~~ratio~~note ~~greater~~from ~~than one-to-one~~GCN. atThe ~~the~~note ~~time~~is ofrepayable ~~our~~on ~~initial~~or ~~business~~before ~~combination~~November as18, a2021 ~~result~~(subject ofto the ~~anti-dilution~~waiver ~~provisions~~against ~~contained~~trust inlimitations) ~~our amended~~ and ~~restated~~may ~~memorandum~~be ~~and~~converted ~~articles~~into shares of ~~association.~~the ~~Any~~Company ~~such~~or ~~issuances~~its ~~would~~successor ~~dilute~~entity ~~the~~at ~~interest~~a price of ~~our~~$10.00 ~~shareholders~~per ~~and~~share ~~likely present~~at ~~other~~the ~~risks~~option of the lender.

~~Our~~On ~~amended~~August ~~and~~15, ~~restated~~2021, ~~memorandum~~the ~~and~~period ~~articles~~ of ~~association authorizes~~time for the ~~issuance~~Company ~~of up~~ to ~~47,000,000~~consummate ~~Class~~a Abusiness ~~ordinary~~combination ~~shares,~~was ~~par~~extended ~~value~~for ~~$0.001~~an ~~per~~additional ~~share,~~three-month ~~2,000,000~~period ~~Class~~ending Bon ~~ordinary~~November ~~shares~~18, ~~par~~ ~~value~~2021, ~~$0.001 per share~~ and, 1accordingly,~~000~~ $690,000 ~~undesignated~~was ~~preference~~deposited ~~shares,~~into ~~par~~the ~~value~~trust $0account.~~001~~ ~~per~~The ~~share.~~deposit Aswas offunded ~~June~~by ~~30,~~a ~~2020,~~non-interest ~~there were~~bearing ~~35,490,200~~unsecured ~~and~~convertible ~~275,000~~promissory ~~authorized~~note ~~but~~from ~~unissued~~GCN. ~~Class~~The Anote ~~and~~is ~~Class~~repayable Bon ~~ordinary~~or ~~shares~~before ~~available,~~November ~~respectively~~18, ~~for~~2021 ~~issuance, which~~(subject ~~amount~~to ~~takes~~the ~~into~~waiver ~~account~~against ~~shares~~trust ~~reserved~~limitations) ~~for issuance upon exercise of outstanding warrants~~ and ~~conversion~~may ofbe ~~our~~converted ~~outstanding rights~~into ~~but~~shares ~~not upon conversion~~ of the ~~Class~~Company Bor ~~ordinary~~its ~~shares.~~successor ~~Class~~entity ~~B ordinary shares are convertible into Class A ordinary shares, initially~~ at a ~~one-for-one~~price ~~ratio but subject to adjustment as set forth herein and in our amended and restated memorandum and articles~~ of ~~association~~$10.00 ~~There~~per ~~are~~share noat ~~preference~~the ~~shares~~option ~~issued~~of ~~and~~the ~~currently outstanding~~lender.

WeDuring ~~may~~the ~~issue~~preparation aof ~~substantial~~the ~~number~~quarterly ofreport ~~additional~~for ~~ordinary~~the ~~shares, and~~quarter ~~may~~ended ~~issue~~March ~~preference~~31, ~~shares~~2020, inwe ~~order~~determined tothat ~~complete~~American ~~our~~Stock ~~initial~~Transfer ~~business~~& ~~combination~~Trust ~~(including~~Company ~~pursuant~~LLC, toas ~~any~~the ~~specified~~trustee, ~~future issuance)~~and orMorgan ~~under~~Stanley, anas ~~employee~~custodian, ~~incentive~~had ~~plan~~not ~~after~~invested ~~completion~~the oftrust ~~our~~account ~~initial~~funds ~~business~~in ~~combination~~accordance with the trust agreement. WeThereafter, ~~may~~we ~~also~~immediately ~~issue~~took ~~Class~~steps Ato ~~ordinary shares~~liquidate ~~upon~~such ~~conversion~~investments ofand to reinvest the ~~Class~~funds Bonly ~~ordinary~~in ~~shares~~the attypes aof ~~ratio~~securities ~~greater~~specified ~~than~~under ~~one-to-one~~the attrust agreement (the ~~time~~date of ~~our~~such ~~initial~~reinvestment, ~~business~~May ~~combination~~ 5, 2020, is referred to herein as athe ~~result~~“Reinvestment Date”). As of ~~the~~March ~~anti-dilution~~31, ~~provisions~~2020, ~~contained~~we inhad ~~our~~an ~~amended~~unrealized ~~and~~loss ~~restated~~on ~~memorandum~~marketable ~~and~~securities ~~articles~~held ofin ~~association.~~the ~~However, our~~trust ~~amended~~account ~~and~~of ~~restated~~$1,151,591 ~~memorandum~~(including principal and ~~articles~~interest). ofBetween ~~association~~March ~~provide~~31, ~~among~~2020 ~~other~~and ~~things~~the Reinvestment Date, ~~that~~we ~~prior~~recouped topart ~~our~~of ~~initial~~the ~~business combination,~~losses and on the Reinvestment Date we ~~may~~had ~~not~~an ~~issue~~unrealized ~~additional~~loss ~~ordinary~~on ~~shares~~marketable ~~that~~securities ~~would~~held ~~entitle~~in the ~~holders~~trust ~~thereof~~account toof $565,000 (ithe “Shortfall”). ~~receive~~The Shortfall represents the difference between the aggregate amount of the funds ~~from~~in the trust account oras ~~(ii)~~of ~~vote~~the Reinvestment Date and the amount that would have been in the trust account on ~~any~~the ~~initial~~Reinvestment ~~business~~Date ~~combination.~~had ~~The~~the ~~issuance~~funds ofin ~~additional~~the ~~ordinary~~trust ~~shares~~account oralways ~~preference~~been ~~shares:~~invested pursuant

~~● may significantly dilute the equity interest of investors in our initial public offering;~~21

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

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

●to ~~may~~the ~~adversely~~requirements ~~affect~~set ~~prevailing~~forth ~~market~~in ~~prices~~the trust agreement. To remedy the issue, and for ~~our~~no ~~units~~additional consideration, ~~ordinary~~on ~~shares~~May 14, ~~warrants~~2020 ~~and/or~~the ~~rights~~sponsor funded the trust account in the amount of the Shortfall. Since the amount of the Shortfall funded by the Sponsor is not required to be repaid by us, we recorded this amount as a credit to additional paid in capital.

We ~~may~~believe bewe awill ~~passive~~need ~~foreign~~to ~~investment~~raise ~~company~~additional funds in order to meet the expenditures required for operating our business. Moreover, we may need to obtain additional financing either to complete our initial business combination or ~~“PFIC~~because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination,” in which ~~could~~case ~~result~~we inmay ~~adverse~~issue ~~U.S.~~additional ~~federal~~securities ~~income~~or ~~tax~~incur ~~consequences~~debt toin ~~U.S.~~connection ~~investors~~with such business combination.

33Going Concern

IfManagement wehas ~~are~~ determined ~~to be a PFIC (under the rules described below) for any taxable year (or portion thereof)~~ that ~~is included in~~ the ~~holding~~mandatory ~~period~~liquidation ofdate ~~a U.S. Holder (as defined below)~~ of ~~our~~ ~~Class A ordinary shares~~November 18, ~~warrants~~2021 ~~or rights, the U.S. Holder may be subject to adverse U.S. federal income tax consequences~~ and ~~may~~subsequent bedissolution ~~subject~~raises to additional reporting requirements. The term “U.S. Holder” means a beneficial owner of Class A ordinary shares or warrants who or that is for U.S. federal income tax purposes: (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial ~~decisions~~doubt ofabout ~~the~~our ~~trust,~~ability ~~or (B) it has in effect a valid election~~ to becontinue ~~treated~~ as a ~~U.S.~~going ~~person~~concern.

AThe ~~foreign~~Company’s ~~(i.e.,~~management ~~non-U.S.)~~has ~~corporation~~determined ~~will~~that beit ais ~~PFIC for U.S. tax purposes if at least 75% of its gross income~~ in athe ~~taxable~~best ~~year,~~interests ~~including its pro rata share~~ of the ~~gross~~Company ~~income of any corporation in which it is considered~~ to ~~own~~seek atan ~~least~~extension ~~25%~~ of the ~~shares~~amount byof ~~value,~~time isthat ~~passive~~the ~~income.~~Company ~~Alternatively,~~has ato ~~foreign~~complete ~~corporation will be~~ a ~~PFIC~~business ifcombination atand ~~least~~have ~~50%~~the ofCompany’s ~~its~~shareholders ~~assets~~approve inthe aamendment ~~taxable year~~ of the ~~foreign~~Company’s ~~corporation,~~amended ~~ordinarily~~and ~~determined~~restated ~~based~~Memorandum ~~on fair market value~~ and ~~averaged~~Articles ~~quarterly~~of ~~over~~Association ~~the~~to ~~year,~~allow ~~including~~for ~~its~~additional ~~pro~~time ~~rata~~to ~~share~~consummate ofa ~~the~~business ~~assets~~combination. ofThe ~~any~~Company ~~corporation~~plans ~~in which it is considered~~ to ~~own~~hold ata ~~least~~meeting ~~25%~~on ofor ~~the~~before ~~shares~~November ~~by value~~18, ~~are~~2021 ~~held~~to ~~for~~amend, ~~the~~by ~~production~~way of, orspecial ~~produce~~resolution, ~~passive~~the ~~income.~~Company’s ~~Passive~~amended ~~income~~and ~~generally includes~~restated ~~dividends,~~Memorandum ~~interest, rents~~ and ~~royalties~~Articles ~~(other~~of ~~than~~Association ~~rents~~to orextend ~~royalties~~the ~~derived~~time ~~from~~by which the ~~active~~Company ~~conduct~~has ofto consummate a ~~trade or~~ business) ~~and gains from the disposition of passive assets~~combination.

Because we are a blank check company, with no current active business, we believe that it is likely that we will meet the PFIC asset or income test for our current taxable year. However, pursuant to a startOff-upBalance ~~exception,~~Sheet aFinancing corporation will not be a PFIC for the first taxable year the corporation has gross income (the “start-up year”), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. The applicability of the start-up exception to us will not be known until after the close of our current taxable year. After the acquisition of a company or assets in a business combination, we may still meet one of the PFIC tests depending on the timing of the acquisition and the amount of our passive income and assets as well as the passive income and assets of the acquired business. If the company that we acquire in a business combination is a PFIC, then we will likely not qualify for the start-up exception and will be a PFIC for our current taxable year. Our actual PFIC status for our current taxable year or any future taxable year, however, will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year.Arrangements

IfWe wehave ~~are~~no ~~determined~~obligations, toassets beor aliabilities, ~~PFIC~~which ~~for~~would ~~any~~be ~~taxable~~considered ~~year~~off-balance ~~(or~~sheet ~~portion thereof)~~arrangements ~~that~~as isof ~~included~~June 30, in2021. ~~the~~We ~~holding~~do ~~period~~not ofparticipate ain ~~U.S.~~transactions ~~Holder~~that ofcreate ~~our~~relationships ~~Class~~with Aunconsolidated ~~ordinary~~entities ~~shares~~ or ~~warrants~~financial ~~and~~partnerships, inoften ~~the~~referred ~~case~~to ~~of our~~as ~~Class~~variable Ainterest ~~ordinary shares~~entities, ~~the~~which ~~U.S.~~would ~~Holder~~have ~~did~~been ~~not~~established ~~make either a timely qualified electing fund (“QEF”) election~~ for ~~our~~the ~~first~~purpose ~~taxable~~of ~~year~~facilitating asoff-balance asheet ~~PFIC in which the U~~arrangements.S. ~~Holder~~We ~~held~~have ~~(or~~not ~~was~~entered ~~deemed~~into toany ~~hold)~~off-balance ~~Class~~sheet Afinancing ~~ordinary~~arrangements, ~~shares~~established orany aspecial ~~timely~~ purpose ~~“mark to market” election~~entities, ~~each~~guaranteed asany ~~described~~debt ~~below,~~or ~~such~~commitments ~~holder~~of ~~generally~~other ~~will~~entities, beor ~~subject~~purchased toany ~~special~~non-financial ~~rules with respect to:~~assets.

●Contractual ~~any gain recognized by the U.S. Holder on the sale or other disposition of its Class A ordinary shares or warrants; and~~Obligations

●We ~~any~~do ~~“excess~~not ~~distribution”~~have ~~made~~any tolong-term ~~the~~debt, ~~U.S.~~capital ~~Holder~~lease ~~(generally~~obligations, ~~any~~operating ~~distributions~~lease toobligations ~~such~~or ~~U.S.~~long-term ~~Holder~~liabilities, ~~during~~other athan ~~taxable~~an ~~year~~agreement ofto ~~the~~pay ~~U.S.~~our ~~Holder~~Sponsor, ~~that~~and ~~are~~since ~~greater~~April 2020, ~~than~~an ~~125%~~affiliate of ~~the~~our ~~average~~Sponsor ~~annual~~a monthly ~~distributions~~fee ~~received~~of by$10,000 ~~such~~for ~~U.S.~~office ~~Holder~~space, inadministrative ~~respect~~and ofsupport ~~the~~services ~~Class~~to Aus. ~~ordinary~~We ~~shares~~began ~~during~~incurring ~~the~~these ~~three~~fees ~~preceding~~on ~~taxable~~February 18, ~~years~~2020 ofand ~~such~~will ~~U.S.~~continue ~~Holder~~to ~~or,~~incur ifthese ~~shorter,~~fees monthly ~~such~~until ~~U.S.~~the ~~Holder’s~~earlier ~~holding~~of ~~period~~the ~~for~~completion ~~the~~of ~~Class~~our Ainitial ~~ordinary~~business ~~shares)~~combination and our liquidation.

~~Under~~The ~~these~~underwriters ~~rules~~are entitled to a deferred fee of 3.5% of the gross proceeds of the initial public offering, or $2,415,000. The deferred fee will be paid in cash upon the closing of a business combination from the amounts held in the trust account, subject to the terms of the underwriting agreement.

●Critical ~~the~~Accounting ~~U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Class A ordinary shares and warrants (as applicable);~~Policies

●The ~~the~~preparation ~~amount~~of ~~allocated~~financial tostatements ~~the~~and ~~U.S.~~related ~~Holder’s~~disclosures ~~taxable~~in ~~year~~conformity inwith ~~which~~accounting ~~the~~principles ~~U.S.~~generally ~~Holder~~accepted ~~recognized~~in the ~~gain~~United orStates ~~received~~of America requires management to make estimates and assumptions that affect the ~~excess~~reported ~~distribution~~amounts of assets and liabilities, ordisclosure toof contingent assets and liabilities at the ~~period~~date inof the ~~U.S.~~financial ~~Holder’s~~statements, ~~holding~~and ~~period~~income ~~before~~and ~~the~~expenses ~~first~~during ~~day~~the ofperiods ~~our~~reported. ~~first~~Actual ~~taxable~~results ~~year~~could inmaterially ~~which~~differ wefrom ~~are~~those aestimates. ~~PFIC,~~We ~~will~~have beidentified ~~taxed~~the asfollowing ~~ordinary~~critical ~~income;~~accounting policies:

●Warrant the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; andLiabilities

34The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the public warrants and private placement warrants (together, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair

~~● the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder.~~22

InTable general, if we are determined to be a PFIC, a U.S. Holder may avoid the PFIC tax consequences described above in respect to our Class A ordinary shares (but not our warrants) by making a timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which our taxable year ends. A U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.Contents

A U.S. Holder may not make a QEF election with respect to its warrants to acquire our Class A ordinary shares. As a result, if a U.S. Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants), any gain recognized generally will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the U.S. Holder held the warrants. If a U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly acquired Class A ordinary shares (or has previously made a QEF election with respect to our Class A ordinary shares), the QEF election will apply to the newly acquired Class A ordinary shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired Class A ordinary shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the U.S. Holder held the warrants), unless the U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will have a new basis and holding period in the Class A ordinary shares acquired upon the exercise of the warrants for purposes of the PFIC rules.

~~The~~value ~~QEF election~~ is ~~made~~recognized onin aour ~~shareholder-by-shareholder~~statement ~~basis and, once made, can be revoked only with the consent~~ of ~~the IRS~~operations. AThe ~~QEF~~private ~~election~~placement ~~may~~warrants ~~not~~and bethe ~~made~~public ~~with respect to our~~ warrants. ~~A U.S.~~for ~~Holder~~periods ~~generally~~where ~~makes~~no aobservable ~~QEF~~traded ~~election~~price bywas ~~attaching~~available aare ~~completed~~valued ~~IRS~~using ~~Form 8621 (Return by~~ a ~~Shareholder~~Monte ofCarlo asimulation. ~~Passive~~For ~~Foreign Investment~~periods ~~Company~~subsequent ~~or Qualified Electing Fund), including the information provided in a PFIC annual information statement,~~ to ~~a timely filed U.S. federal income tax return for~~ the ~~tax~~detachment ~~year~~of ~~to which~~ the ~~election~~public ~~relates.~~warrants ~~Retroactive~~from ~~QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with~~ the ~~consent of~~units, the ~~IRS.~~public ~~U.S.~~warrant ~~Holders~~quoted ~~should~~market ~~consult~~price ~~their~~was ~~own~~used ~~tax~~as ~~advisors regarding~~ the ~~availability~~fair ~~and~~value ~~tax~~as ~~consequences~~ of aeach ~~retroactive QEF~~relevant ~~election under their particular circumstances~~date.

InClass ~~order~~A toOrdinary ~~comply~~Shares ~~with~~Subject ~~the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year, we will endeavor~~ to ~~provide~~Possible to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election. However, there is no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.Redemption

IfWe aaccount ~~U.S.~~for ~~Holder~~our ~~has~~Class ~~made~~A aordinary ~~QEF~~shares ~~election~~subject ~~with respect~~ to ~~our Class~~possible Aredemption ~~ordinary~~in ~~shares,~~accordance ~~and~~with the ~~special~~guidance ~~tax~~in ~~and~~Accounting ~~interest~~Standards ~~charge~~Codification ~~rules~~(“ASC”) doTopic ~~not~~480 ~~apply~~“Distinguishing toLiabilities ~~such~~from ~~shares~~Equity.” ~~(because~~Class ofA aordinary ~~timely~~shares ~~QEF~~subject ~~election for~~to ~~our~~mandatory ~~first~~redemption ~~taxable~~is ~~year~~classified as a ~~PFIC~~liability ininstrument ~~which~~and ~~the~~is ~~U.S.~~measured ~~Holder~~at ~~holds~~fair ~~(or~~value. isConditionally ~~deemed~~redeemable toordinary ~~hold) such~~ shares or(including aordinary ~~purge~~shares ofthat ~~the~~features ~~PFIC~~redemption ~~taint pursuant~~rights tothat ais ~~purging~~either ~~election,~~within ~~as described above), any gain recognized on~~ the ~~sale~~control of ~~our~~the ~~Class~~holder Aor ~~ordinary~~subject ~~shares~~to ~~generally~~redemption ~~will be~~upon ~~taxable~~the asoccurrence ~~capital~~of ~~gain~~uncertain ~~and~~events nonot ~~interest~~solely ~~charge~~within ~~will~~our becontrol) ~~imposed~~is ~~under~~classified ~~the~~as ~~PFIC~~temporary ~~rules~~equity. AsAt ~~discussed~~all ~~above~~other times, ~~U.S.~~ordinary ~~Holders~~shares ofare aclassified ~~QEF are~~as ~~currently~~shareholders’ ~~taxed~~equity. onOur ~~their~~Class ~~pro~~A ~~rata~~ordinary shares offeature ~~its~~certain ~~earnings~~redemption ~~and~~rights ~~profits,~~that ~~whether~~are orconsidered ~~not~~to ~~distributed.~~be Inoutside ~~such case, a subsequent distribution~~ of ~~such~~our ~~earnings~~control and ~~profits~~subject ~~that~~to ~~were~~occurrence ~~previously~~of ~~included~~uncertain infuture ~~income generally should not be taxable as a dividend to such U~~events.S. ~~Holders.~~Accordingly, ~~The~~Class ~~tax~~A ~~basis~~ordinary ~~of a U.S. Holder’s~~ shares insubject ato ~~QEF~~possible ~~will~~redemption beare ~~increased~~presented byas ~~amounts~~temporary ~~that are included in income~~equity, ~~and~~outside ~~decreased~~of bythe ~~amounts~~shareholders’ ~~distributed~~equity ~~but~~section ~~not~~of ~~taxed~~our asinterim ~~dividends,~~balance ~~under the above rules~~sheets.

35Net Income (Loss) Per Ordinary Share

~~Although~~In aconnection ~~determination~~with asthe tochange ~~our~~in ~~PFIC~~presentation ~~status will be made annually, an initial determination that our company is a PFIC will generally apply~~ for ~~subsequent~~the ~~years to a U.S. Holder who held~~ Class A ordinary shares orsubject ~~warrants~~to ~~while we were a PFIC~~redemption, ~~whether or not we meet~~ the ~~test~~Company ~~for~~also ~~PFIC~~revised ~~status~~its inearnings ~~those~~per ~~subsequent~~share ~~years. A~~calculation ~~U.S.~~to ~~Holder~~allocate ~~who~~net ~~makes~~income ~~the QEF election discussed above for our first taxable year as a PFIC in which the U.S. Holder holds~~ (~~or is~~loss) ~~deemed~~evenly to ~~hold) our~~ Class A ~~ordinary shares, however, will not be subject to the PFIC tax~~ and ~~interest~~Class ~~charge~~B ~~rules~~ordinary ~~discussed above in respect to such~~ shares. InThis ~~addition,~~presentation ~~such~~contemplates ~~U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for any taxable year of us that ends within or with~~ a ~~taxable~~Business ~~year~~Combination ofas the ~~U.S.~~most ~~Holder~~likely ~~and~~outcome, in which ~~we are not a PFIC. On the other hand~~case, ifboth ~~the~~classes ~~QEF~~of ~~election~~ordinary isshares ~~not~~share ~~effective~~pro ~~for~~rata ~~each of our taxable years~~ in ~~which we are a PFIC and~~ the ~~U.S.~~income ~~Holder holds~~ (~~or is deemed to hold~~loss) ~~our~~of ~~Class A ordinary shares,~~ the ~~PFIC~~Company. ~~rules~~The ~~discussed~~impact ~~above~~of ~~will~~this ~~continue~~adjustment tois ~~apply~~considered to ~~such~~be ~~shares unless the holder makes a purging election, as described above, and pays the tax and interest charge with respect to the gain inherent in such shares attributable to the pre-QEF election period~~immaterial.

~~Alternatively,~~Recent ifAccounting a U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) Class A ordinary shares in us and for which we are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its Class A ordinary shares. Instead, in general, the U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its Class A ordinary shares at the end of its taxable year over the adjusted basis in its Class A ordinary shares. The U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its Class A ordinary shares over the fair market value of its Class A ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its Class A ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the Class A ordinary shares will be treated as ordinary income. Currently, a mark-to-market election likely may not be made with respect to our warrants.Pronouncements

~~The~~In ~~mark~~August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-to06, Debt — Debt with Conversion and Other Options (Subtopic 470-~~market~~20) ~~election~~and isDerivatives ~~available~~and ~~only~~Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for ~~stock~~certain ~~that is~~financial ~~regularly~~instruments. ~~traded~~ASU on2020-06 aeliminates ~~national~~the ~~securities~~current ~~exchange~~models that isrequire ~~registered~~separation ~~with~~of ~~the~~beneficial ~~Securities~~conversion and ~~Exchange~~cash ~~Commission,~~conversion ~~including~~ features from convertible instruments and simplifies the ~~Nasdaq~~derivative ~~Capital~~scope ~~Market,~~exception orguidance onpertaining ato ~~foreign~~equity ~~exchange~~classification orof ~~market~~contracts ~~that~~in ~~the~~an ~~IRS~~entity’s ~~determines~~own ~~has~~equity. ~~rules~~The ~~sufficient~~new tostandard ~~ensure~~also ~~that~~introduces ~~the~~additional ~~market price~~disclosures ~~represents~~for aconvertible ~~legitimate~~debt and ~~sound~~freestanding ~~fair~~instruments ~~market~~that ~~value.~~are ~~U.S.~~indexed ~~Holders~~to ~~should~~and ~~consult~~settled ~~their~~in an entity’s own ~~tax~~equity. ~~advisors~~ASU ~~regarding~~2020-06 amends the ~~availability and~~diluted ~~tax~~earnings ~~consequences~~per ofshare aguidance, ~~mark-~~including the requirement to use the if-~~market~~converted ~~election~~method infor ~~respect~~all toconvertible ~~our~~instruments. ~~Class~~ASU A2020-06 ~~ordinary~~is ~~shares~~effective ~~under~~January ~~their~~1, ~~particular~~2022 ~~circumstances~~and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

IfManagement wedoes ~~are~~not abelieve ~~PFIC~~that ~~and, at~~ any ~~time~~recently issued, ~~have~~but anot ~~foreign~~yet ~~subsidiary that is classified as a PFIC~~effective, ~~U.S.~~accounting ~~Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC~~standards, ~~and generally could incur liability for the deferred tax and interest charge described above~~ if wecurrently ~~receive a distribution from~~adopted, ~~or dispose~~would ~~of all or part of our interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to~~ have ~~disposed of an interest in the lower-tier PFIC. We will endeavor to cause any lower-tier PFIC to provide to~~ a ~~U.S.~~material ~~Holder~~effect ~~the~~on ~~information~~our ~~that may~~financial ~~be required to make or maintain a QEF election with respect to the lower-tier PFIC~~statements. However, there is no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide the required information. U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.

AITEM U7A.S. ~~Holder~~QUANTITATIVE ~~that~~AND ~~owns~~QUALITATIVE ~~(or~~DISCLOSURES isABOUT ~~deemed~~MARKET to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621(whether or not a QEF or market-to-market election is made) and such other information as may be required by the U.S. Treasury Department.RISK

~~The~~Not ~~rules~~required ~~dealing~~for ~~with~~smaller ~~PFICs~~reporting ~~and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above~~company. Accordingly, U.S. Holders of our Class A ordinary shares or warrants should consult their own tax advisors concerning the application of the PFIC rules to our Class A ordinary shares or warrants under their particular circumstances.

WeITEM ~~may~~8. ~~reincorporate~~FINANCIAL inSTATEMENTS ~~another~~AND ~~jurisdiction~~SUPPLEMENTARY ~~in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.~~DATA

36This information appears following Item 16 of this Annual Report and is incorporated herein by reference.

WeITEM may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Law, reincorporate in the jurisdiction in which the target company or business is located9. ~~The~~CHANGES ~~transaction~~IN ~~may~~AND ~~require~~DISAGREEMENTS aWITH ~~shareholder~~ACCOUNTANTS toON ~~recognize~~ACCOUNTING ~~taxable~~AND ~~income~~FINANCIAL ~~in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity~~DISCLOSURE. We do not intend to make any cash distributions to shareholders to pay such taxes. Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

~~Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business~~None. If we are unable to complete our initial business combination, our public shareholders may only receive approximately $10.00 per share, or less than such amount in certain circumstances, based on the balance of our trust account (as of June 30, 2020), and our warrants and rights will expire worthless.

~~The~~ITEM 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 others9A. ~~The~~CONTROL ~~costs~~AND ~~incurred up to the point that we decide not to complete a specific initial business combination, the costs incurred up to that point for the~~PROCEDURES

~~proposed~~Disclosure ~~transaction~~controls ~~likely~~and ~~would~~procedures ~~not~~are bedesigned ~~recoverable.~~to ~~Furthermore, if~~ensure wethat ~~reach~~information anrequired ~~agreement relating~~ to abe ~~specific~~disclosed ~~target~~by ~~business,~~us wein ~~may fail to complete~~ our ~~initial~~Exchange ~~business~~Act ~~combination~~reports ~~for~~is ~~any number~~recorded, ofprocessed, ~~reasons~~summarized, ~~including~~and ~~those~~reported ~~beyond~~within ~~our~~the ~~control.~~time ~~Any~~periods ~~such~~specified ~~event will result~~ in ~~a loss to us of~~ the ~~related~~SEC’s ~~costs~~rules ~~incurred which~~and ~~could~~forms, ~~materially~~and ~~adversely~~that ~~affect~~such ~~subsequent~~information ~~attempts~~is toaccumulated ~~locate~~ and ~~acquire~~communicated ~~or merge with another business. If we are unable~~ to ~~complete~~ our ~~initial business combination~~management, including our ~~public~~principal ~~shareholders~~executive ~~may~~officer ~~only~~and ~~receive~~principal ~~approximately~~financial ~~$10.00~~officer ~~per share,~~ or ~~less than~~persons ~~such~~performing ~~amount~~similar ~~in certain circumstances~~functions, ~~based on the balance of our trust account (~~as ofappropriate ~~June~~to ~~30,~~allow ~~2020),~~timely ~~and~~decisions ~~our~~regarding ~~warrants~~required ~~and rights will expire worthless~~disclosure.

~~We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.~~23

~~Our~~Table ~~operations are dependent upon a relatively small group~~ of ~~individuals~~ and, in particular, Yubao Li and our other officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. 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.Contents

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

~~Our~~Under ~~ability~~the tosupervision ~~successfully~~and ~~effect~~with ~~our initial business combination is dependent upon~~ the ~~efforts~~participation of our ~~key~~management, ~~personnel.~~including ~~The~~our ~~role~~principal ofexecutive ~~our~~officer ~~key~~and ~~personnel~~principal infinancial ~~the~~and ~~target~~accounting ~~business~~officer, ~~however,~~we ~~cannot~~conducted ~~presently be~~an ~~ascertained.~~evaluation ~~Although~~of ~~some~~the effectiveness of our ~~key~~disclosure ~~personnel~~controls ~~may~~and ~~remain~~procedures ~~with~~as of the ~~target~~end ~~business~~of inthe ~~senior~~year ~~management~~ended orJune ~~advisory~~30, ~~positions following~~2021, ~~our~~as ~~initial~~such ~~business~~term ~~combination, it~~ is ~~likely~~defined ~~that~~in ~~some~~Rules or13a-15(e) ~~all~~and of15d-15(e) ~~the~~under ~~management of~~ the ~~target~~Exchange ~~business will remain in place~~Act. ~~While~~Based weupon ~~intend~~that toevaluation, ~~closely~~our ~~scrutinize~~principal ~~any~~executive ~~individuals~~officer weand ~~engage~~principal ~~after~~financial ~~our~~and ~~initial~~accounting ~~business~~officer ~~combination~~concluded that, wesolely ~~cannot~~due ~~assure you~~to ~~that~~the ~~our~~Company’s ~~assessment~~restatement of ~~these~~its ~~individuals~~financial ~~will~~statements ~~prove~~ to bereclassify ~~correct.~~the ~~These~~Company’s ~~individuals~~Warrants ~~may~~as bedescribed ~~unfamiliar~~in ~~with~~the 10-K/A for the ~~requirements of~~year ~~operating~~ended aJune ~~company~~30, ~~regulated~~2020 byfiled ~~the~~July ~~SEC~~23, ~~which~~2021, ~~could~~a ~~cause~~material usweakness toexisted ~~have~~and toour ~~expend~~disclosure ~~time~~controls and ~~resources~~procedures ~~helping~~were ~~them~~not ~~become~~effective ~~familiar with~~as ~~such~~of ~~requirements~~June 30, 2021.

37Changes in Internal Control Over Financial Reporting

~~Our~~During ~~key~~the ~~personnel~~most ~~may~~recently ~~negotiate~~completed ~~employment~~fiscal orquarter, ~~consulting agreements~~there ~~with~~has abeen ~~target~~no ~~business~~change in ~~connection~~our ~~with~~internal acontrol ~~particular~~over ~~business~~financial ~~combination.~~reporting ~~These~~that ~~agreements~~has ~~may~~materially ~~provide~~affected, ~~for~~or ~~them~~is reasonably likely to ~~receive~~ ~~compensation~~materially ~~following~~affect, our ~~initial~~internal ~~business~~control ~~combination~~over ~~and~~financial reporting. However, as management has identified a ~~result,~~material ~~may~~weakness ~~cause~~in ~~them~~our internal control over financial reporting with respect to ~~have~~the ~~conflicts~~classification of ~~interest~~the Company’s Warrants as components of equity instead of as liabilities, as well as the related determination of the fair value of warrant liabilities, additional paid-in ~~determining~~ ~~whether~~capital aand ~~particular~~accumulated ~~business~~deficit, ~~combination~~and related financial disclosures, the Company is in the ~~most~~process ~~advantageous~~of implementing changes to the internal controls over financial reporting to remediate such material weaknesses by enhancing its processes to identify and appropriately apply applicable accounting requirements to better evaluate its research and understanding of the nuances of the complex accounting standards that apply to its financial statements. The Company’s current plans include providing enhanced access to accounting literature, research materials and documents and increased communication among its personnel and third-party professionals with whom it consults regarding complex accounting applications. The Company has also retained the services of a valuation expert to assist in valuation analysis of the Warrants on a quarterly basis.

~~Our~~ITEM key personnel may be able to remain with the company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination9B. ~~Such~~OTHER negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary duties under Cayman Islands law. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.INFORMATION

~~In addition, the officers and directors of an initial business combination candidate may resign upon completion of our initial business combination~~None. The departure of an initial business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an initial business combination 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 initial business combination candidate’s management team will remain associated with the initial business combination candidate following our initial business combination, it is possible that members of the management of an initial business combination candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

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

~~When~~Item evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information10. ~~Our assessment of the capabilities of the target’s management~~Directors, ~~therefore,~~Executive ~~may prove~~Officers ~~to be incorrect~~ and ~~such~~Corporate management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.Governance

~~Our~~Directors ~~officers~~ and ~~directors~~Executive may 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.Officers

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

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


Name	Age	Title
Patrick Orlando	49	Chief Executive Officer
Andrey Novikov	49	Chief Financial Officer
Yubao Li	39	Chairman of the Board of Directors
Wan Zhang	33	Director
Baibing Li	29	Director
Seydou Bouda	62	Director

~~Until~~Mr. Patrick weOrlando has ~~consummate~~been ~~our~~serving ~~initial~~as ~~business~~our ~~combination,~~Chief weExecutive ~~intend to~~Officer ~~engage~~since inJanuary ~~the~~2020 ~~business~~and ofpreviously ~~identifying~~was ~~and~~our ~~combining~~Chief ~~with~~Financial ~~one~~Officer orsince ~~more~~September ~~businesses~~2019. ~~Our~~Mr. Orlando ~~sponsor~~has ~~and~~served ~~officers~~as Chairman and ~~directors~~Chief ~~are~~Executive Officer of Digital World Acquisition Corp., or ~~may~~a inpublicly ~~the~~listed ~~future~~special ~~become~~acquisition purpose corporation, ~~affiliated~~since ~~with~~May ~~entities~~2021 (~~such~~Nasdaq: DWAC) and as ~~operating~~Chief ~~companies~~Executive orOfficer ~~investment~~of ~~vehicles~~Benessere Capital Acquisition Corp. a publicly listed special acquisition purpose corporation, since September 2020 (Nasdaq: BENE). ~~that~~He ~~are~~has ~~engaged~~also ~~in making~~been ~~and~~serving ~~managing~~as ~~investments~~a indirector of Maquia Capital Acquisition Corp., a ~~similar~~special ~~business~~purpose acquisition corporation, ~~although~~since ~~they~~February ~~may~~2021 ~~not~~(Nasdaq: ~~participate~~MAQC). inMr. Orlando ~~the~~is ~~formation~~Chief Executive Officer of, orBenessere ~~become~~Capital, LLC, an ~~officer or~~investment ~~director~~consulting ofand advisory firm he founded in Miami, ~~any~~FL, ~~other~~in ~~special~~October ~~purpose~~2012. ~~acquisition~~From ~~companies~~March ~~with~~2014 ato ~~class~~August of2018, ~~securities~~Mr. ~~registered~~Orlando ~~under~~also served as the ~~Exchange~~Chief ~~Act~~Financial ~~until we~~Officer ~~have~~of ~~entered~~Sucro ~~into~~Can Sourcing LLC, a ~~definitive~~sugar ~~agreement~~trading ~~regarding~~company ~~our~~he ~~initial~~co-founded. ~~business~~From ~~combination~~November or2014 weto ~~have~~August ~~failed~~2018, toMr. Orlando ~~complete~~served ~~our~~as ~~initial business~~the ~~combination~~Vice byPresident ~~February~~of 18Sucro Can International LLC, ~~2021~~a ~~(or~~sugar ~~until~~processing ~~November~~company. 18From March 2011 to March 2014, ~~2021~~Mr. Orlando ifserved weas ~~extend~~the Managing Director and the ~~period~~Head of ~~time~~Structuring and Derivatives of BT Capital Markets, LLC. From September 2006 to ~~consummate~~March 2011, Mr. Orlando served in roles including Chief Technical Officer and Director of Pure Biofuels Corporation, a ~~business combination~~renewable byfuel corporation headquartered in Houston, Texas with operations in Peru. From April 1998 to December 2003, Mr. Orlando served in roles including Director of Emerging Markets Fixed Income Derivatives of Deutsche Bank. Mr. Orlando earned degrees in Mechanical Engineering and Management Science from the ~~full~~Massachusetts ~~amount~~Institute of ~~time)~~Technology. We believe that

Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to other entities prior to its presentation to us, subject to his or her fiduciary duties under Cayman Islands law.24

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

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

WeMr. Orlando ~~may~~is ~~engage~~well-qualified into aserve ~~business~~on ~~combination~~our ~~with~~board ~~one~~of ordirectors ~~more target~~due ~~businesses~~to ~~that~~his ~~have~~extensive ~~relationships~~investing ~~with~~and ~~entities~~operational ~~that~~experience ~~may~~in beaddition ~~affiliated~~to ~~with~~his ~~our~~experience ~~sponsor,~~as ~~officers,~~CEO ~~directors~~and orboard ~~existing holders~~member ~~which~~of ~~may~~other ~~raise~~special ~~potential~~purpose ~~conflicts~~acquisition ~~of interest~~companies.

~~In light~~Mr. Andrey ofNovikov has ~~the~~been ~~involvement~~serving ofas our ~~sponsor,~~Chief ~~officers~~Financial ~~and~~Officer ~~directors~~since ~~with~~January 2020 ~~other~~and ~~entities,~~previously wewas ~~may~~our ~~decide~~Chief toExecutive ~~acquire~~Officer ~~one~~since orSeptember 2019. ~~more~~He ~~businesses affiliated~~has ~~with~~also ~~our~~been ~~sponsor,~~serving ~~officers~~as ~~and~~a ~~directors.~~member ~~Such~~of ~~entities~~the ~~may~~Board ~~compete~~of ~~with~~Directors usat ~~for~~Innovative ~~business~~Payment ~~combination opportunities~~Solutions, Inc. ~~Our~~ ~~sponsor~~(OTC: QPAGD), ~~officers~~a ~~and~~US-based ~~directors~~provider ~~are not currently aware~~ of ~~any~~physical ~~specific~~and ~~opportunities~~virtual ~~for~~payment usservices toin ~~complete~~the ~~our~~Mexican ~~initial~~Market, ~~business combination~~since ~~with~~April 2014. ~~any~~From ~~entities~~January 2013 ~~with~~to ~~which~~October 2014, ~~they~~Mr. Novikov ~~are~~served ~~affiliated,~~as ~~and~~an ~~there~~advisor ~~have~~of ~~been~~QIWI noPLC ~~preliminary~~(NASDAQ: ~~discussions~~QIWI), ~~concerning~~ a ~~business combination~~leading ~~with~~payment ~~any~~service ~~such~~provider ~~entity~~in orRussia, ~~entities. Although~~primarily ~~we will~~responsible ~~not~~for bethe ~~specifically~~company’s ~~focusing~~international ~~on,~~development orand ~~targeting,~~merger ~~any~~and ~~transaction~~acquisition ~~with~~transactions. ~~any~~From ~~affiliated~~May 2008 ~~entities~~to January 2014, weMr. Novikov ~~would~~served ~~pursue~~as ~~such~~ a ~~transaction if~~Vice wePresident ~~determined~~of ~~that~~QIWI PLC. ~~such~~He ~~affiliated~~was ~~entity~~also ~~met~~involved ~~our~~in ~~criteria~~strategic ~~for~~planning, abudgeting, ~~business~~mergers ~~combination~~ and ~~such~~acquisitions, ~~transaction~~development ~~was~~of ~~approved~~business byplan, ~~a majority~~and ofattending ~~our~~Telecom ~~disinterested directors~~conferences. ~~Despite~~From ~~our~~May 1999 ~~agreement~~ to ~~obtain~~November 2007, anMr. Novikov ~~opinion~~served ~~from~~as anthe ~~independent~~Deputy ~~investment~~Director ~~banking~~General ~~firm or~~of ~~another~~Bela ~~independent~~Catarina Ltd., ~~firm~~a ~~that~~Portuguese-Russian ~~commonly~~trading ~~renders~~and ~~valuation~~manufacturing ~~opinions for the type of~~ company, wewhere ~~are~~he ~~seeking~~engaged toin ~~acquire~~negotiations orwith anforeign ~~independent accounting~~customers ~~firm~~and partners, ~~regarding~~marketing ~~the~~in ~~fairness~~Russia toand ~~our~~Belarus, ~~company~~and ~~from~~other abusiness ~~financial~~development ~~point~~and ofexpansion ~~view~~activities. ofFrom aJune 1996 ~~business~~to ~~combination~~May 1999, ~~with~~Mr. Novikov ~~one~~founded orand ~~more domestic~~managed orKvalitet Ltd., ~~international~~a ~~businesses~~trading ~~affiliated with our officers~~company, ~~directors~~where orhe ~~existing~~was ~~holders,~~involved ~~potential~~in ~~conflicts~~business ofdevelopment ~~interest still~~and ~~may~~deliveries ~~exist~~ and, assales atechnology. ~~result,~~Mr. Novikov ~~the~~received ~~terms~~a ofbachelor’s ~~the~~degree ~~business~~in ~~combination~~Automated ~~may~~Systems ~~not~~of beTechnological asPreparation ~~advantageous~~of tothe ~~our~~Production ~~public~~from ~~shareholders~~Moscow ~~as they~~State ~~would~~University ~~be absent any conflicts~~ of ~~interest~~Technology.

~~Since~~Mr. Yubao Li has been serving as the Chairman of our ~~sponsor~~board of directors since our inception in January 2019 and served as our Chief Executive Officer from January 2019 to September 2019. Mr. Li has been serving as the president of academician expert service station of Hubei Yunhong Energy Group Limited since September 2018. Since June 2018, Mr. Li has been serving as the Director of Biopeptide Research Centre at China’s Academy of Management Science, a research institute located in Beijing where he supports innovation by defining the research focus of the group. Mr. Li has also been serving as officers and directors ~~will~~of ~~lose~~several ~~their entire~~other ~~investment~~entities, inincluding usas ifthe ~~our~~Executive ~~initial~~Director ~~business~~and ~~combination~~General isManager ~~not~~of ~~completed~~Hubei Teruiga Energy Co., Ltd, a ~~conflict~~new energy technology company, since November 2017, the Executive Director of ~~interest~~Hubei ~~may~~Yuntong ~~arise~~Energy inCo., ~~determining~~Ltd., ~~whether~~ a ~~particular~~solar power and agriculture company, since April 2016, the Executive Director and General Manager of Hubei Yun Hong photovoltaic Co., Ltd., a solar power and agriculture company, since May 2016, the President of Hubei Yunhong Deren Tourism Co., Ltd., a tourism project developer, since May 2016 and the President of Yunhong Group Holdings Co., Ltd., （formerly known as China Hubei Yunhong Energy Group Co., Ltd.,）a company engaged in the business ~~combination~~of ~~target~~solar power construction and solar photovoltaic power generation, since 2013. Mr. Li received his diploma in Investment, Financing and Capital Strategy from Peking University. Due to his extensive investment and management experiences, we believe Mr. Li is ~~appropriate~~well ~~for~~qualified ~~our~~to ~~initial~~serve ~~business~~as ~~combination~~a Director.

AsMs. Wan Zhang has been serving as our director since June 2020. She has also serving as a member of the ~~date~~Board of ~~this~~Directors ~~report~~of Yunhong CTI Ltd.(NASDAQ:CTIB), ~~our~~a ~~sponsor~~leading manufacturer of custom film products, ~~officers~~foil and ~~directors own~~latex annovelty ~~aggregate~~balloons, ofand 1flexible packaging products,~~725,000~~ ~~founder~~since ~~shares~~June 2020. InFrom ~~addition,~~March ~~our~~2020 ~~sponsor~~to ~~owns~~March ~~250~~2021,~~500~~ ~~private~~Ms. ~~placement~~Zhang ~~units~~served as a Senior Manager at Taikang Bybo Dental Group, leading its strategic planning and ~~each~~operations ~~private~~supervision. ~~placement unit~~Prior ~~consists~~to that, Ms. Zhang served as a Senior Manager at the Public Affairs Department of ~~one~~PKU ~~Class~~Healthcare AGroup, ~~ordinary~~an ~~share~~international enterprise in the healthcare industry, ~~one-half~~from June 2018 to August 2019, responsible for resource integration, project financing, policy research and strategic planning of ~~one~~the ~~warrant~~health sector. From May 2014 to ~~purchase~~May ~~one~~2018, ~~Class~~Ms. AZhang ~~ordinary~~was ~~share~~a Manager and Board Secretary at ~~$11~~Capital Healthcare Group, a state owned healthcare investment group.50 ~~per~~During ~~share and~~her ~~one~~time ~~right~~at toCapital ~~receive~~Healthcare ofGroup, ~~one-tenth~~she ofalso ~~one~~served ~~Class~~as ABoard ~~ordinary~~Secretary ~~share~~and ~~upon~~Assistant ~~the~~to ~~completion~~Director of ~~our~~Operations ~~initial~~at ~~business~~its ~~combination~~subsidiary, ~~subject to~~Aiyuhua ~~adjustment~~Women’s asand ~~provided~~Children’s ~~herein~~Hospital. ~~Such~~From ~~warrants~~November 2012 to March 2013, ~~rights~~Ms. Zhang served as Assistant Board Secretary at Tsit Wing International Holdings Ltd., ~~founder~~an ~~shares~~international food and ~~private~~beverage ~~placement~~service ~~units~~provider ~~will~~listed beon ~~worthless~~Singapore ifExchange we[SGX:T26]. ~~do not~~Prior ~~complete~~to that, she was an ~~initial~~auditor ~~business~~and ~~combination~~Board Secretary of Hong Kong Albert YK Lau& Co Certified Public Accountants in Hong Kong from June 2010 to February 2012. Ms. Zhang received a bachelor’s degree from Wuhan University and a master’s degree from Lingnan University. We believe Ms. Zhang is qualified to serve on our Board due to her extensive investment management and board experience.

39Ms. Baibing Li has been serving as our director since June 2020. Since June 2020, she has been the manager of equity Financing Department of Tiger Securities, responsible for the management of listing projects.She served as the Brand and Operation Director and Overseas Marketing Director of Huachuan (Shanghai) Trading Co., Ltd., an e-commerce company, from December 2017 to March 2020, responsible for brand negotiation, online B2B and B2C operation and daily management. Prior to that, from March 2016 to December 2017, Ms. Li was a member of the founding team of Hubei Yifuren Health Consulting Management Co., Ltd., a company focused on postpartum care and recovery, responsible for corporate strategy, financing and daily management. Form July 2014 to January 2016, she was a Budget Manager and Art Commissioner at Trade Union of China Construction Second Engineering Bureau, Shanghai Branch. Ms. Li received a bachelor’s degree from Hubei University of Technology and is currently pursuing an MBA degree at Wuhan University. We believe Ms. Li is qualified to serve on our Board due to her management experience.

The founder shares are identical to the Class A ordinary shares included in the units being sold in our initial public offering except that (i) holders of the founder shares have the right to vote on the election of directors prior to our initial business combination, (ii) the founder shares are subject to certain transfer restrictions, (iii) our sponsor, officers and directors 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 public shares 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 February 18, 2021 (or until November 18, 2021 if we extend the period of time to consummate a business combination by the full amount of time) (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 (iv) the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein and in our amended and restated memorandum and articles of association. 25

~~The~~Table ~~personal and financial interests~~ of our 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.Contents

Since our sponsor, officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

AtMr. Seydou Bouda has been serving as our director since February 2020 and has also been serving as the ~~closing~~Managing Director and the International Consultant of ~~our~~International ~~initial~~Challenge ~~business~~Consulting ~~combination,~~and ~~our~~Advisory ~~sponsor~~(ICCA), ~~officers~~ a consultancy firm engaged in consulting services with governments and ~~directors~~businesses, orsince ~~any~~November 2018. Mr. Bouda has also been serving as a member of ~~their~~the ~~respective~~Board ~~affiliates~~of Directors of Société Générale Burkina Faso since July 2019. From November 2014 to October 2018, ~~will~~Mr. Bouda beserved ~~reimbursed~~as ~~for~~the ~~any~~Alternative ~~out-~~Executive Director and then Executive Director of~~-pocket~~ ~~expenses~~Africa ~~incurred~~Group inII ~~connection with~~of ~~activities~~World onBank ~~our~~Executive Board on behalf ~~such~~of asBurkina ~~identifying~~Faso ~~potential~~and ~~target~~22 ~~businesses~~other African countries. From September 2011 to October 2014, Mr. Bouda served as the Ambassador Extraordinary and ~~performing~~Plenipotentiary ~~due~~of ~~diligence~~Burkina onFaso ~~suitable~~to ~~business combinations~~the United States of America. ~~There~~From isSeptember 2008 noto ~~cap~~April 2011, orMr. Bouda ~~ceiling~~served onas the ~~reimbursement~~Minister of ~~out-~~Health of~~-pocket~~ ~~expenses~~Burkina ~~incurred~~Faso. inMr. Bouda ~~connection~~served ~~with~~as ~~activities on~~the ~~our~~Minister ~~behalf~~of Civil Service and State Reform of Burkina Faso from June 2007 to September 2008. ~~These~~From ~~financial~~June 2002 ~~interests~~to June 2007, Mr. Bouda served as the Minister of ~~our~~Economy ~~sponsor~~and Development of Burkina Faso. From November 2000 to May 2002, ~~officers~~Mr. Bouda served as the Secretary General for the government and ~~directors~~the ~~may~~Cabinet ~~influence~~meetings ~~their~~of ~~motivation~~Burkina Faso. Mr. Bouda received his bachelor’s degree in ~~identifying~~Sociology and ~~selecting~~ his master’s degree in Economics, Option Development Planning from University of Ouagadougou. Mr. Bouda also received a ~~target~~post-graduate ~~business~~diploma ~~combination~~“Economist of Projects” from University of Montpellier I. Due to his extensive management experience and ~~completing~~exceptional anleadership, ~~initial~~we ~~business~~believe ~~combination~~Mr. Bouda is well qualified to serve as a Director.

WeNone ~~may~~of ~~issue~~our ~~notes~~management orteam ~~other~~has ~~debt~~any ~~securities~~experience with blank check companies. As such, there is no guarantee that we will be successful with respect to any business combination we may consummate or ~~otherwise incur~~that ~~substantial~~we ~~debt,~~will be able to ~~complete~~identify a suitable candidate for our initial business combination. As such, ~~which~~there is no guarantee that we will be successful with respect to any business combination we may ~~adversely~~consummate ~~affect~~or ~~our~~that ~~leverage~~we ~~and~~will ~~financial~~be ~~condition~~able ~~and thus~~to ~~negatively~~identify ~~impact~~a ~~the~~suitable ~~value~~candidate offor our ~~shareholders’~~initial ~~investment~~business ~~in us~~combination.

~~Although we have no commitments as of the date of this report to issue any notes or other debt securities~~Number, orterms to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of ~~any~~office ~~right,~~and ~~title,~~appointment ~~interest or claim~~ of ~~any~~officers ~~kind~~and in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:directors

●Our ~~default~~Board ~~and~~of ~~foreclosure~~Directors onconsists of four members. Holders of our ~~assets~~founder ifshares have the right to appoint all of our ~~operating~~directors ~~revenues~~prior ~~after~~to anconsummation of our initial business combination and holders of our public shares do not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary shares who are ~~insufficient~~eligible to ~~repay~~vote and attend and vote in a general meeting our ~~debt~~shareholders. ~~obligations;~~Each of our directors holds office for a two-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our Board of Directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our founder shares.

●Our ~~acceleration~~officers are elected by the Board of ~~our~~Directors ~~obligations~~and toserve ~~repay~~at the ~~indebtedness~~discretion ~~even~~of ifthe weBoard ~~make~~of ~~all~~Directors, ~~principal~~rather ~~and~~than ~~interest~~for ~~payments~~specific ~~when~~terms ~~due~~of ifoffice. weOur ~~breach~~Board ~~certain~~of ~~covenants~~Directors ~~that~~is ~~require~~authorized to appoint persons to the ~~maintenance~~offices set forth in our amended and restated memorandum and articles of ~~certain~~association ~~financial~~as ~~ratios~~it ordeems ~~reserves~~appropriate. ~~without~~Our aamended ~~waiver~~and orrestated ~~renegotiation~~memorandum and articles of association provide that ~~covenant;~~our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the Board of Directors.

●Collectively, through their positions described above, our ~~immediate~~officers ~~payment~~and ofdirectors ~~all~~have ~~principal~~extensive experience in public companies and ~~accrued~~in ~~interest,~~the ifconsumer/lifestyle ~~any~~industry. These individuals play a key role in identifying and evaluating prospective acquisition candidates, ifselecting the ~~debt~~target ~~security~~businesses, isand ~~payable~~structuring, onnegotiating ~~demand;~~and consummating the acquisition.

●Director ~~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;~~independence

●The ~~our~~NASDAQ ~~inability~~listing tostandards ~~pay~~require ~~dividends~~that ona majority of our ~~ordinary~~Board ~~shares;~~of Directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board has determined that each of Messrs. Baibing Li, Wan Zhang and Seydou Bouda are independent directors under applicable SEC and NASDAQ rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

40Committees of the Board of Directors

●Our ~~using~~Board aof ~~substantial~~Directors ~~portion~~has ofthree ~~our~~standing ~~cash~~committees: ~~flow~~an toaudit ~~pay~~committee, ~~principal~~a compensation committee and ~~interest~~a onnominating ~~our~~and ~~debt~~corporate governance committee. Subject to phase-in rules and a limited exception, ~~which~~NASDAQ ~~will~~rules and ~~reduce~~Rule 10A-3 of the ~~funds~~Exchange ~~available~~Act ~~for~~require ~~dividends~~that onthe ~~our~~audit ~~Class~~committee Aof ~~ordinary~~a ~~shares~~listed ifcompany ~~declared,~~be ~~expenses,~~comprised ~~capital~~solely ~~expenditures~~of independent directors, ~~acquisitions~~and NASDAQ rules require that the compensation committee and ~~other~~nominating ~~general~~and corporate ~~purposes;~~governance committee of a listed company each be comprised solely of independent directors.

~~● limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;~~26

●Table ~~increased~~of ~~vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and~~Contents

● 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.

WeAudit may only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placement units, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. Committee

AsWe have established an audit committee of ~~June~~the ~~30,~~Board ~~2020,~~of ~~$69,057,508~~Directors. ~~was~~The ~~available~~members ~~for~~of ~~completing~~ our ~~initial~~audit ~~business~~committee ~~combination~~are ~~(which~~Messrs. Baibing ~~includes~~Li, upWan Zhang and Seydou Bouda. Mr. Bouda serves as chairman of the audit committee. Under the NASDAQ listing standards and applicable SEC rules, we are required to ~~approximately~~have $2at least three members of the audit committee,~~415~~ all of whom must be independent. Each of Messrs. Baibing Li,~~000~~ ~~for~~Wan Zhang and Seydou Bouda meet the ~~payment~~independent ofdirector ~~deferred~~standard ~~underwriting~~under ~~commission~~NASDAQ listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

WeEach ~~may~~member ~~effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period~~ of ~~time.~~the ~~However,~~audit wecommittee ~~may~~is ~~not~~financially beliterate ~~able~~and ~~to effectuate~~ our ~~initial~~Board ~~business combination with more than one target business because~~ of ~~various~~Directors ~~factors,~~has ~~including~~determined ~~the existence of complex accounting issues and the requirement~~ that weMr. Bouda ~~prepare~~qualifies ~~and~~as ~~file~~an ~~pro~~“audit ~~forma~~committee financial ~~statements~~expert” ~~with the SEC that present operating results and the financial condition of several target businesses~~ as ifdefined 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~~applicable orSEC ~~different areas of a single industry~~rules. ~~Accordingly, the prospects for our success may be:~~

●We ~~solely~~have ~~dependent~~adopted ~~upon~~an ~~the~~audit ~~performance~~committee ofcharter, awhich ~~single~~details ~~business,~~the ~~property~~principal orfunctions ~~asset;~~of orthe audit committee, including:

● ~~dependent~~the ~~upon~~appointment, ~~the~~compensation, ~~development~~retention, orreplacement, ~~market~~and ~~acceptance~~oversight of athe ~~single~~work orof ~~limited~~the ~~number~~independent ofauditors ~~products,~~and ~~processes~~any orother ~~services.~~independent registered public accounting firm engaged by us;

~~This~~● ~~lack~~pre-approving ofall ~~diversification~~audit ~~may~~and ~~subject~~non-audit usservices to ~~numerous~~be ~~economic, competitive~~provided ~~and~~by ~~regulatory~~the ~~risks,~~independent ~~any~~auditors or ~~all~~any ofother ~~which~~registered ~~may~~public ~~have~~accounting afirm ~~substantial~~engaged ~~adverse~~by ~~impact~~us, ~~upon~~and ~~the~~establishing ~~particular~~pre-approval ~~industry~~policies inand ~~which we may operate subsequent to our initial business combination.~~procedures;

We● ~~may~~reviewing ~~attempt~~and todiscussing ~~simultaneously complete business combinations~~ with ~~multiple~~the ~~prospective~~independent ~~targets,~~auditors ~~which~~all ~~may~~relationships ~~hinder~~the ~~our~~auditors ~~ability~~have towith ~~complete~~us ~~our~~in ~~initial~~order ~~business combination and give rise~~ to ~~increased costs~~evaluate ~~and~~their ~~risks~~continued ~~that could negatively impact our operations and profitability.~~independence;

If● wesetting ~~determine~~clear tohiring ~~simultaneously~~policies ~~acquire several businesses that are owned by different sellers, we will need~~ for ~~each~~employees ofor ~~such~~former ~~sellers~~employees ~~to agree that our purchase~~ of ~~its business is contingent on~~ the ~~simultaneous~~independent 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.auditors;

41● setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

We● ~~may~~obtaining ~~attempt~~and toreviewing ~~complete~~a ~~our~~report, ~~initial~~at ~~business~~least ~~combination with~~annually, afrom ~~private~~the ~~company~~independent ~~about~~auditors ~~which~~describing ~~little~~(i) ~~information~~the isindependent ~~available~~auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, ~~which~~or ~~may~~peer ~~result~~review, inof athe ~~business~~audit ~~combination~~firm, ~~with~~or aby ~~company~~any ~~that is~~inquiry ~~not~~or asinvestigation ~~profitable~~by asgovernmental weor ~~suspected~~professional authorities, ifwithin, atthe ~~all.~~preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

In● ~~pursuing~~reviewing ~~our~~and ~~acquisition~~approving ~~strategy,~~any werelated ~~may~~party ~~seek~~transaction ~~to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be~~ required to ~~make~~be ~~our~~disclosed ~~decision~~pursuant ~~on whether~~ to ~~pursue~~Item a404 ~~potential~~of ~~initial~~Regulation ~~business~~S-K ~~combination~~promulgated onby the ~~basis~~SEC ofprior ~~limited information,~~to ~~which~~us ~~may~~entering ~~result~~into insuch atransaction; ~~business combination with a company that is not as profitable as we suspected, if at all.~~and

~~Our~~● reviewing with management, ~~may~~the ~~not~~independent beauditors, ~~able~~and toour ~~maintain~~legal ~~control~~advisors, ~~of a~~as ~~target~~appropriate, ~~business~~any ~~after~~legal, ~~our~~regulatory ~~initial~~or ~~business~~compliance ~~combination.~~matters, Weincluding ~~cannot~~any ~~provide~~correspondence ~~assurance~~with regulators or government agencies and any employee complaints or published reports that, ~~upon~~raise ~~loss~~material ofissues ~~control~~regarding ofour afinancial ~~target~~statements ~~business, new~~or ~~management~~accounting ~~will~~policies ~~possess~~and ~~the~~any ~~skills,~~significant ~~qualifications~~changes in accounting standards or ~~abilities~~rules ~~necessary~~promulgated toby ~~profitably~~the ~~operate~~Financial ~~such~~Accounting ~~business~~Standards Board, the SEC or other regulatory authorities.

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

We ~~do not~~ have established a ~~specified~~compensation ~~maximum~~committee ~~redemption~~of ~~threshold~~the Board of Directors. The ~~absence~~members of ~~such~~our aCompensation ~~redemption~~Committee ~~threshold~~are ~~may~~Messrs. Baibing ~~make~~Li, itWan ~~possible~~Zhang ~~for~~and usSeydou Bouda. Mr. Bouda serves as chairman of the compensation committee. Under the NASDAQ listing standards and applicable SEC rules, we are required to ~~complete~~have aat ~~business~~least ~~combination~~two ~~with~~members ~~which~~of athe ~~substantial majority~~compensation committee, all of ~~our~~whom ~~shareholders~~must ~~have~~be ~~redeemed~~independent. ~~their~~Messrs. Baibing ~~Class~~Li, AWan ~~ordinary~~Zhang ~~shares~~and Seydou Bouda are independent.

~~Our~~We ~~amended~~have ~~and~~adopted ~~restated memorandum and articles of association do not provide~~ a ~~specified~~compensation ~~maximum~~committee ~~redemption threshold~~charter, except that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which ~~may~~details ~~be contained in~~ the ~~agreement relating~~principal tofunctions ~~our initial business combination. As a result, we may be able to complete our initial business combination even though a substantial majority~~ of ~~our public shareholders do not agree with~~ the ~~transaction~~compensation ~~and have redeemed their shares or~~committee, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.including:

In● ~~order~~reviewing toand ~~effectuate~~approving on an ~~initial~~annual ~~business~~basis ~~combination, blank check companies have, in~~ the ~~recent~~corporate ~~past,~~goals ~~amended various provisions of their charters~~ and ~~modified~~objectives ~~governing~~relevant ~~instruments. We~~to ~~cannot~~our ~~assure~~Chief ~~you~~Executive ~~that~~Officer’s wecompensation, ~~will~~evaluating ~~not seek to amend~~ our ~~amended~~Chief ~~and~~Executive ~~restated~~Officer’s ~~memorandum~~performance ~~and~~in ~~articles~~light of ~~association~~such orgoals ~~governing instruments~~and inobjectives aand ~~manner~~determining ~~that~~and ~~will~~approving ~~make~~the itremuneration ~~easier~~(if ~~for~~any) usof ~~to complete~~ our ~~initial~~Chief ~~business~~Executive ~~combination~~Officer’s ~~that~~based ~~our~~on ~~shareholders~~such ~~may not support.~~evaluation;

42● reviewing and approving the compensation of all of our other officers;

In order to effectuate a business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments. For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the period of time in which it had to consummate a business combination. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments or extend the time in which we have to consummate a business combination through amending our amended and restated memorandum and articles of association which will require at least a special resolution of our shareholders as a matter of Cayman Islands law.27

~~The~~Table ~~provisions~~ of our amended and restated memorandum and articles of association that relate to our pre-initial business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account), including an amendment to permit us to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated, may be amended with the approval of holders of at least two-thirds of our ordinary shares who attend and vote in 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.Contents

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-initial business combination activity, without approval by a certain percentage of our shareholders. In those companies, amendment of these provisions requires approval by between 90% and 100% of the company’s public shareholders. Our amended and restated memorandum and articles of association provide that any of its provisions, including those related to pre-initial business combination activity (including the requirement to deposit proceeds of our initial public offering and the private placement of units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and in our amended and restated memorandum and articles of association or an amendment to permit us to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated), but excluding the provision of the articles relating to the appointment of directors, 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 90% of our ordinary shares. Should our insiders vote all their shares in favor of any such amendment, such amendment would not be approved regardless how public shares are voted. We may not issue additional securities that can vote on amendments to our amended and restated memorandum and articles of association. Our insiders, which beneficially owns approximately 20% of our ordinary shares, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

~~Certain~~● ~~agreements~~reviewing ~~related to~~ our ~~initial~~executive ~~public~~compensation ~~offering may~~policies beand ~~amended without shareholder approval.~~plans;

~~Certain~~● ~~agreements,~~implementing ~~including the underwriting agreement relating to our initial public offering, the investment management trust agreement between us~~ and ~~American~~administering ~~Stock Transfer & Trust Company, the letter agreement among us and~~ our ~~sponsor,~~incentive ~~officers~~compensation ~~and~~equity-based ~~directors,~~remuneration the registration rights agreement among us and our sponsor and the administrative services agreement between us and our sponsor, may be amended without shareholder approval. These agreements contain various provisions that our public shareholders might deem to be material. For example, the underwriting agreement related to this offering contains a covenant that the target company that we acquire must have a fair market value equal to at least 80% of the balance in the trust account at the time of signing the definitive agreement for the transaction with such target business (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) so long as we maintain a listing for our securities on NASDAQ. While we do not expect our board to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with the consummation of our initial business combination. Any such amendment may have an adverse effect on the value of our securities.plans;

43● assisting management in complying with our proxy statement and annual report disclosure requirements;

We● ~~may~~approving beall ~~unable~~special toperquisites, ~~obtain~~special ~~additional~~cash ~~financing~~payments toand ~~complete our~~other ~~initial~~special ~~business~~compensation ~~combination~~and orbenefit toarrangements ~~fund~~for ~~the~~our ~~operations~~officers and ~~growth of a target business, which could compel us to restructure or abandon a particular business combination.~~employees;

If● ~~the~~producing net proceeds of our initial public offering and the sale of the private placement units prove to be insufficient to allow us to complete our initial business combination, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a ~~target~~report business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on ~~acceptable~~executive ~~terms,~~compensation ~~if at all. To the extent that additional financing proves~~ to be ~~unavailable~~included when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in ~~connection with or after~~ our ~~initial~~annual ~~business~~proxy ~~combination.~~statement; If we are unable to complete our initial business combination, our public shareholders may only receive approximately $10.00 per share, or less than such amount in certain circumstances, based on the balance of our trust account (as of June 30, 2020), and ~~our warrants and rights will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares.~~

~~Our~~● ~~sponsor~~reviewing, ~~will~~evaluating ~~control the election of our Board of Directors until consummation of our initial business combination~~ and ~~will~~recommending ~~hold a substantial interest in us. As a result~~changes, itif ~~will elect all of our directors and may exert a substantial influence on actions requiring shareholder vote~~appropriate, ~~potentially~~to inthe aremuneration ~~manner that~~for ~~you do not support~~directors.

~~Our~~The ~~sponsor~~charter ~~owns~~will ~~approximately~~also ~~20%~~provide ofthat ~~our~~the ~~issued~~compensation ~~and~~committee ~~outstanding ordinary shares. In addition~~may, ~~the~~in ~~founder~~its ~~shares,~~sole ~~all of which are held by our sponsor~~discretion, ~~will~~retain ~~entitle~~or ~~our~~obtain ~~sponsor~~the toadvice ~~elect all~~ of ~~our~~ ~~directors~~a ~~prior~~compensation toconsultant, ~~our~~legal ~~initial~~counsel ~~business~~or ~~combination.~~other ~~Holders~~adviser ofand ~~our public shares~~ will ~~have~~be nodirectly ~~right~~responsible tofor ~~vote on~~ the ~~election of~~appointment, ~~directors~~compensation ~~during~~and ~~such~~oversight ~~time.~~of ~~These~~the ~~provisions~~work of ~~our~~any ~~amended~~such ~~and~~adviser. ~~restated~~However, ~~memorandum~~before ~~and~~engaging ~~articles~~or ofreceiving ~~association~~advice ~~may~~from ~~only be amended by~~ a ~~special~~compensation ~~resolution~~consultant, ~~passed~~external bylegal atcounsel ~~least~~or ~~holders~~any ofother atadviser, ~~least~~the ~~90%~~compensation ofcommittee ~~our~~will ~~ordinary~~consider ~~shares~~the ~~voting~~independence ~~in a general meeting~~ of ~~our~~ ~~shareholders.~~each Assuch ~~a result~~adviser, ~~you~~including ~~will~~the ~~not~~factors ~~have~~required ~~any~~by ~~influence~~NASDAQ ~~over~~and the ~~election of directors prior to our initial business combination~~SEC.

~~Neither~~Nominating our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, as a result of its substantial ownership in our company, our sponsor may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and ~~restated~~Corporate ~~memorandum~~Governance and articles of association and approval of major corporate transactions. If our sponsor purchases any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase its influence over these actions. Accordingly, our sponsor will exert significant influence over actions requiring a shareholder vote at least until the completion of our initial business combination.Committee

We ~~may~~have ~~amend~~established ~~the~~a ~~terms~~nominating and corporate governance committee. The members of ~~the~~our ~~warrants~~nominating inand acorporate ~~manner~~governance ~~that may~~are beMessrs. Baibing ~~adverse~~Li, toWan ~~holders~~Zhang and Seydou Bouda, each of ~~public~~whom ~~warrants~~is ~~with~~an ~~the~~independent ~~approval~~director byunder the ~~holders~~NASDAQ oflisting atstandards. ~~least~~Mr. Bouda aserves ~~majority~~as chairman of the ~~then~~nominating ~~outstanding public warrants~~committee.

~~Our~~Guidelines ~~warrants~~for ~~were~~Selecting ~~issued~~Director in registered form under a warrant agreement between American Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 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 unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.Nominees

44The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:

We● ~~may~~should ~~amend~~have ~~the~~demonstrated ~~terms~~notable ofor ~~the~~significant ~~rights~~achievements in abusiness, ~~way~~education ~~that~~or ~~may be~~public ~~adverse to holders with the approval by the holders of a majority of the then outstanding rights.~~service;

~~Our~~● ~~rights~~should ~~were~~possess ~~issued~~the inrequisite ~~registered form under a rights agreement between American Stock Transfer & Trust Company~~intelligence, aseducation ~~rights agent,~~ and ~~us.~~experience ~~The~~to ~~rights~~make ~~agreement~~a ~~provides~~significant ~~that~~contribution ~~the~~to ~~terms of~~ the ~~rights~~ ~~may~~board ~~be amended without the consent~~ of ~~any~~directors ~~holder~~and tobring ~~cure any ambiguity or correct any defective provision. The rights agreement requires the approval by the holders of~~ a ~~majority~~range of ~~the~~skills, ~~then~~diverse ~~outstanding~~perspectives ~~rights~~and inbackgrounds ~~order~~ to ~~make~~its ~~any~~deliberations; ~~change that adversely affects the interests of the registered holders.~~and

A● ~~provision~~should ofhave ~~our~~the ~~warrant~~highest ~~agreement may~~ethical ~~make~~standards, ita ~~more~~strong ~~difficult~~sense ~~for~~of usprofessionalism and intense dedication to ~~consummate~~serving anthe ~~initial~~interests ~~business~~of ~~combination~~the shareholders.

~~Unlike~~The ~~some~~nominating ~~other~~and ~~blank~~corporate ~~check~~governance ~~companies, if~~committee ~~(i)~~will weconsider ~~issue~~a ~~additional~~number ~~Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing~~ of ~~our~~qualifications ~~initial~~relating ~~business~~to ~~combination~~management atand anleadership ~~issue~~experience, ~~price~~background orand ~~effective~~integrity ~~issue~~and ~~price~~professionalism ofin ~~less~~evaluating ~~than~~a ~~$9.20~~person’s ~~per~~candidacy ~~Class A ordinary share (the “Newly Issued Price”); (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available~~ for ~~the~~membership ~~funding of our initial business combination~~ on the ~~date~~board of ~~the consummation~~directors. ofThe ~~our~~nominating ~~initial business combination (net of redemptions),~~ and ~~(iii)~~corporate ~~the~~governance ~~volume~~committee ~~weighted~~may ~~average~~require ~~trading~~certain ~~price~~skills ofor ~~our Class~~attributes, ~~A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate a Business Combination (~~such ~~price,~~as ~~the~~financial ~~“Market~~or ~~Value”)~~accounting ~~is below $9.20 per share~~experience, ~~then~~to ~~the~~meet ~~exercise~~specific ~~price~~board ofneeds ~~the~~that ~~warrants will~~arise befrom ~~adjusted~~time to betime ~~equal~~and towill ~~115%~~also ofconsider the ~~higher~~overall ofexperience ~~the Market Value~~ and ~~the~~makeup ~~Newly~~of ~~Issued~~its ~~Price,~~members ~~and the $16.50 per share redemption trigger price will be adjusted (~~to ~~the~~obtain ~~nearest~~a ~~cent)~~broad toand bediverse ~~equal~~mix ~~to 180%~~ of ~~the~~board ~~higher~~members. ofThe ~~the~~nominating ~~Market~~committee ~~Value~~ and ~~the~~corporate ~~Newly~~governance ~~Issued Price.~~does ~~This~~not ~~may~~distinguish ~~make~~among itnominees ~~more~~recommended ~~difficult~~by ~~for~~shareholders usand toother ~~consummate an initial business combination with a target business~~persons.

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

WeOur ~~have~~nominating ~~the~~and ~~ability~~corporate togovernance ~~redeem~~committee ~~outstanding~~will ~~warrants~~recommend ~~at any time after they become exercisable and prior~~ to ~~their expiration, at a price of $0.01 per warrant, provided that~~ the ~~last~~Board ~~reported sales price~~ of ~~our~~Directors ~~Class~~candidates ~~A ordinary shares equal or exceed $16.50 per share (as adjusted~~ for ~~share~~nomination ~~splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like)~~ for ~~any~~election 20at ~~trading days within a 30 trading-day period ending on~~ the ~~third~~annual ~~trading~~meeting ~~day prior to the date we send the notice~~ of ~~redemption to~~ the ~~warrant holders~~shareholders. IfIn ~~and when the warrants become redeemable by us~~general, wein ~~may~~identifying ~~not~~and ~~exercise~~evaluating ~~our~~nominees ~~redemption~~for ~~right~~director, if the ~~issuance~~Board of ~~shares~~Directors ~~upon~~considers ~~exercise~~a ofnumber the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares under the blue sky laws of ~~the~~qualifications ~~state~~relating ~~of residence in those states in which the warrants were offered by us in our initial public offering. Redemption of the outstanding warrants could force you (i)~~ to ~~exercise~~management ~~your warrants~~ and ~~pay~~leadership ~~the exercise price therefor at a time when it may be disadvantageous for you to do so~~experience, ~~(ii)~~background toand ~~sell~~integrity ~~your~~and ~~warrants~~professionalism atin ~~the~~evaluating ~~then-current~~a ~~market~~person’s ~~price~~candidacy ~~when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called~~ for ~~redemption,~~membership ison ~~likely to be substantially less than~~ the ~~market~~board ~~value~~ of ~~your warrants~~directors. ~~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 management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.28

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

~~U.S.~~Compensation ~~federal~~committee ~~income~~interlocks ~~tax reform could adversely affect us~~ and ~~holders~~insider ~~of our units.~~participation

OnNone ~~December~~of ~~22,~~our ~~2017,~~officers ~~President~~currently ~~Trump signed into law H.R. 1~~serves, ~~originally~~ ~~known as the “Tax Cuts~~ and ~~Jobs~~in ~~Act,” which significantly reformed~~ the ~~Internal~~past year ~~Revenue~~has ~~Code~~not ~~of 1986~~served, (i) as ~~amended.~~ ~~The~~a ~~new~~member ~~legislation,~~of ~~among other things, changes~~ the ~~U.S.~~compensation ~~federal~~committee ~~tax~~or ~~rates,~~Board ~~imposes significant additional limitations on the deductibility~~ of ~~interest,~~Directors ~~allows the expensing~~ of ~~capital~~another ~~expenditures~~entity, ~~and~~one ~~puts~~of ~~into~~whose ~~effect~~executive ~~the~~officers ~~migration~~served ~~from~~on aour ~~“worldwide” system~~compensation ofcommittee, ~~taxation~~or to(ii) as a ~~territorial~~member ~~system.~~of ~~We continue to examine~~ the ~~impact~~compensation ~~this~~committee ~~tax reform legislation may have on us. The impact~~ of ~~this~~another ~~tax reform~~entity, orone of ~~any~~whose ~~future~~executive ~~administrative~~officers ~~guidance~~served ~~interpreting provisions thereof,~~ on ~~holders of~~ our ~~units~~Board ~~is uncertain and could be adverse. This report does not discuss any such tax legislation or the manner in which it might affect holders~~ of ~~our units~~Directors. ~~We urge prospective investors to consult with their legal and tax advisors with respect to any such legislation and the potential tax consequences of investing in our units.~~

~~Our~~Compliance ~~warrants,~~with ~~rights~~Section 16(a) of ~~and founder shares may have an adverse effect on~~ the ~~market~~Exchange ~~price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.~~Act

WeSection 16(a) of ~~sold~~the ~~warrants~~Securities toExchange ~~purchase~~Act ~~3,450,000 Class A ordinary shares and rights convertible into 690,000~~ of ~~our Class A ordinary shares~~1934, as ~~part~~amended, ofor the ~~units~~Exchange ~~offered in our initial public offering and~~Act, ~~simultaneously~~requires ~~with the closing of~~ our ~~initial~~executive ~~public offering~~officers, wedirectors ~~issued~~and ~~125,250~~persons ~~private~~who ~~placement~~beneficially ~~warrants,~~own tomore ~~purchase an~~than ~~aggregate~~10% of ~~125,250~~a ofregistered ~~our~~class ~~Class A ordinary shares and private placement rights convertible into an aggregate~~ of ~~25,050 of~~ our ~~Class~~equity Asecurities ~~ordinary~~to ~~shares~~file ~~underlying~~with ~~private~~the ~~units~~Securities ~~in such private placement,~~ and ~~warrants~~Exchange ~~exercisable~~Commission ~~for~~initial ~~172,500~~reports ~~Class A ordinary shares at a price~~ of ~~$11.50~~ownership ~~per share, subject to adjustment as provided herein,~~ and ~~rights~~reports ~~convertible~~of ~~into~~changes ~~17,250~~in ownership of our ~~Class A~~ ordinary shares ~~underlying~~and ~~the~~other ~~unit~~equity ~~purchase option~~securities. ~~Prior~~These toexecutive ~~our initial public offering~~officers, ~~our sponsor purchased an aggregate of 1~~directors,~~725,000~~ ~~founder~~and ~~shares~~greater inthan a10% ~~private~~beneficial ~~placement.~~owners ~~The founder shares~~ are ~~convertible~~required ~~into~~by ~~Class~~SEC Aregulation ~~ordinary shares on a one-for-one basis, subject~~ to ~~adjustment~~furnish asus ~~set~~with ~~forth~~copies ~~herein~~of ~~and~~all inSection 16(a) forms ~~our~~filed ~~amended~~by ~~and~~such ~~restated~~reporting ~~memorandum and articles of association~~persons. InBased ~~addition, if~~solely on our ~~sponsor~~review ~~makes any working capital loans, up to $1,500,000~~ of such ~~loans~~forms ~~may~~furnished ~~be converted into units, at the price of $10.00 per unit at the option of the lender. Such units would be identical~~ to the private placement units. To the extent we issue Class A ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants, conversion of these rights or conversion of these working capital loans into our securities could make us ~~a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued~~ and ~~outstanding~~written ~~Class~~representations Afrom ~~ordinary~~certain ~~shares~~reporting ~~and~~persons, ~~reduce~~we ~~the~~believe ~~value~~that ofall ~~the~~filing ~~Class~~requirements Aapplicable ~~ordinary shares issued~~ to ~~complete~~our ~~the~~executive ~~business transaction. Therefore~~officers, ~~our~~directors ~~warrants, rights~~ and ~~founder~~greater ~~shares~~than ~~may~~10% ~~make~~beneficial itowners ~~more~~were ~~difficult~~filed toin ~~effectuate~~ a ~~business~~timely ~~combination or increase the cost of acquiring the target business~~manner.

~~The~~Code ~~private placement warrants are identical to the warrants sold 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, (i) they will not be redeemable by us, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination and (iii) they may be exercised by the holders on a cashless basis.Ethics

~~Because~~We ~~each~~have ~~unit~~adopted ~~contains~~a ~~one-half~~Code of ~~one~~Ethics ~~redeemable warrant~~applicable to our directors, officers and ~~only~~employees. We have filed a ~~whole~~copy ~~warrant~~of ~~may~~our beCode ~~exercised~~of Ethics and our audit committee charter as exhibits to the registration statement filed in connection with our initial public offering. You can review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the ~~units~~Code ~~may~~of Ethics will be ~~worth~~provided ~~less~~without ~~than~~charge ~~units~~upon request from us. We intend to disclose any amendments to or waivers of ~~other~~certain ~~blank~~provisions ~~check~~of ~~companies~~our Code of Ethics in a Current Report on Form 8-K.

~~Each~~Item ~~unit contains one-half of one redeemable warrant~~11. NoExecutive fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. This is different from other offerings similar to ours whose units include one Class A ordinary share and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of an initial business combination since the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that contain a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.Compensation

46Officer and director compensation

AExcept ~~market~~as set forth herein, none of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities ~~may~~were ~~not~~first ~~fully~~listed ~~develop,~~on ~~which would~~NASDAQ ~~adversely~~and ~~affect~~continuing through the ~~liquidity~~earlier of consummation of our initial business combination and ~~price~~our liquidation, we pay an affiliate of our ~~securities~~sponsor a total of $10,000 per month for office space, administrative and support services. Our sponsor, officers and directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates.

~~The~~After ~~price~~the completion of our ~~securities~~initial business combination, directors or members of our management team who remain with us may ~~vary~~be ~~significantly~~paid ~~due~~consulting, tomanagement ~~one~~ or ~~more~~other ~~potential~~fees ~~business~~from ~~combinations~~the ~~and~~combined ~~general~~company. ~~market~~All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or ~~economic~~proxy ~~conditions~~solicitation materials furnished to our shareholders in connection with a proposed business combination. ~~Furthermore~~It is unlikely the amount of such compensation will be known at the time such materials are distributed, anbecause ~~active~~the ~~trading~~directors ~~market~~of ~~for~~the ~~our securities~~post-combination ~~may~~business ~~not~~will be ~~sustained~~responsible for determining officer and director compensation. ~~You~~Any ~~may~~compensation to be ~~unable~~paid to ~~sell~~our ~~your~~officers ~~securities~~will ~~unless~~be determined by a ~~market~~compensation ~~can~~committee beconstituted ~~fully~~solely ~~developed~~by ~~and~~independent ~~sustained~~directors.

~~Because~~We wedo ~~must~~not ~~furnish~~intend to take any action to ensure that members of our ~~shareholders~~management team maintain their positions with ~~target~~us after the consummation of our initial business ~~financial~~ ~~statements~~combination, wealthough it is possible that some or all of our officers and directors may ~~lose~~negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to ~~complete~~remain anwith ~~otherwise~~us ~~advantageous~~after the consummation of our initial business combination will be a determining factor in our decision to proceed with ~~some~~any ~~prospective target~~potential ~~businesses~~business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

The 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, accounting principles generally accepted in the United States of America, or U.S. GAAP, or international financing reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.29

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

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

~~Further,~~Item Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards12. ~~The~~Security ~~JOBS~~Ownership ~~Act provides that a company can elect to opt out~~ of ~~the~~Certain ~~extended~~Beneficial ~~transition~~Owners ~~period~~ and ~~comply~~Management with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and itRelated ~~has~~Shareholder different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.Matters

47The following table sets forth information regarding the beneficial ownership of our ordinary shares as of October 27, 2021 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our ordinary shares, by:

~~Our~~●Each ~~search~~person ~~for~~believed aby ~~business~~us ~~combination~~to ~~may~~ be ~~significantly adversely~~beneficial ~~affected~~owners byof ~~the~~more ~~recent~~than ~~outbreak~~5% of ~~COVID-19.~~our outstanding stock of ordinary shares;

In●Each ~~December 2019, a novel strain~~ of ~~coronavirus~~our ~~was~~executive ~~reported to~~officers ~~have surfaced in Wuhan, China, which has~~ and isdirectors continuing 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, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. Since the outbreak of the virus, the United States has imposed a travel ban on certain countries in Europe and Asia. On March 20, 2020, President Trump imposed additional travel restrictions, including the closure of both the Canadian and Mexican borders to any non-essential travel. A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that ~~could adversely~~beneficially ~~affect~~owns ~~the~~shares 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. 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~~ordinary ~~the~~shares 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.and;

~~Compliance~~●All ~~obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate~~ our ~~initial~~executive ~~business~~officers ~~combination, require substantial financial~~ and ~~management~~directors ~~resources, and~~as ~~increase~~a ~~the time and costs of completing an acquisition~~group.

~~Section~~In ~~404 of~~ the ~~Sarbanes-Oxley~~table ~~Act~~below, percentage ~~requires~~ownership ~~that~~is webased ~~evaluate and report~~ on ~~our~~8,944,500 ~~system~~ordinary ofshares, ~~internal~~which ~~controls~~includes ~~beginning~~7,219,500 ~~with~~Class A ~~our~~ordinary ~~Annual~~shares, ~~Report~~$0.001 onpar ~~Form~~value ~~10-K~~per ~~for~~share, ~~the~~and ~~year~~1,725,000 ~~ending~~Class B ~~June~~ordinary 30shares, ~~2020~~$0. ~~Only~~001 inpar ~~the~~value ~~event~~per weshare, ~~are~~issued ~~deemed~~and tooutstanding, beas aof ~~large~~October ~~accelerated~~27, ~~filer~~2021. orClass A anordinary ~~accelerated~~shareholders ~~filer~~and ~~will~~Class B weordinary beshareholders ~~required~~of torecord ~~comply~~are ~~with~~entitled ~~the independent~~to ~~registered~~one ~~public~~vote ~~accounting~~for ~~firm~~each ~~attestation~~share ~~requirement~~held on ~~our~~all ~~internal~~matters ~~control~~to ~~over~~be ~~financial~~voted ~~reporting.~~on ~~Further, for~~by asshareholders ~~long~~and asvote wetogether ~~remain~~as ana ~~emerging~~single ~~growth company~~class, weexcept ~~will~~as ~~not be~~ required toby ~~comply~~law; ~~with~~provided, ~~the~~that ~~independent~~holders ~~registered~~of ~~public accounting firm attestation requirement on~~ our ~~internal~~Class B ~~control~~ordinary ~~over~~shares ~~financial~~have ~~reporting. The fact that we are a blank check company makes compliance with~~ the ~~requirements~~right ~~of the Sarbanes-Oxley Act particularly burdensome on us as compared~~ to ~~other~~appoint ~~public~~all ~~companies because~~of aour ~~target~~directors ~~company~~prior ~~with which we seek~~ to ~~complete~~ our initial business combination ~~may~~and ~~not~~holders ~~be in compliance with the provisions~~ of ~~the~~our ~~Sarbanes-Oxley~~Class A ~~Act~~ordinary ~~regarding~~shares ~~adequacy~~are ofnot ~~its~~entitled ~~internal~~to ~~controls.~~vote ~~The~~on ~~development of~~ the ~~internal~~appointment ~~control~~ of ~~any~~directors ~~such~~during ~~entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any~~ such ~~acquisition~~time.

~~Because~~Unless otherwise indicated, we ~~are~~believe ~~incorporated~~that ~~under~~all ~~the~~persons ~~laws~~named ofin the ~~Cayman Islands,~~table ~~you~~have ~~may~~sole ~~face~~voting ~~difficulties~~and ininvestment ~~protecting~~power ~~your~~with ~~interests,~~respect ~~and your ability~~ to ~~protect~~all ~~your~~shares ~~rights~~of ~~through~~ordinary ~~the~~shares ~~U.S.~~beneficially ~~Federal courts~~owned ~~may~~by ~~be limited~~them.

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.


	Class A Ordinary Shares					Class B Ordinary Shares					Approximate
	Number of					Number of					Percentage
	Shares		Approximate			Shares		Approximate			of Outstanding
	Beneficially		Percentage			Beneficially		Percentage			Ordinary
Name and Address of Beneficial Owner(1)	Owned		of Class			Owned(2)		of Class			Shares
LF International Pte. Ltd. (3)		250,500		3.47	%		1,725,000		100.0	%		19.29	%
Yubao Li (3)		250,500		3.47	%		1,725,000		100.0	%		19.29	%
Patrick Orlando		—		—			—		—			—
Andrey Novikov		—		—			—		—			—
Baibing Li		—		—			—		—			—
Wan Zhang		—		—			—		—			—
Seydou Bouda		—		—			—		—			—
Hudson Bay Capital Management LP (4)		900,000		12.47	%		—		—			—
Faes Equities LLC (5)		766,611		10.62	%		—		—			—
Glazer Capital, LLC (6)		681,477		9.4	%		—		—			—
Mizuho Securities USA LLC (7)		622,213		7.0	%		—		—			—
Polar Asset Management Partners Inc. (8)		697,400		9.66	%		—		—			—
All directors and executive officers as a group (6 individuals)		250,500		3.47	%		1,725,000		100.0	%		19.29	%

Our corporate affairs and the rights of shareholders are governed by our amended and restated memorandum and articles of association, the Companies Law (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the U.S. In particular, the Cayman Islands has a different body of securities laws as compared to the U.S., and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

48* Less than one percent

~~We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely~~ (i1) toUnless ~~recognize~~otherwise or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islandsnoted, ~~to impose liabilities against us predicated upon~~ the ~~civil~~business ~~liability~~address ~~provisions~~ of ~~the~~each ~~federal securities laws~~ of the ~~United~~following ~~States~~entities or ~~any~~individuals ~~state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there~~ is no4 – ~~statutory enforcement in the Cayman Islands of judgments obtained in the United States~~19/F, ~~the~~126 ~~courts~~Zhong of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman IslandsBei, ~~such~~Wuchang ~~judgment must be final and conclusive and for a liquidated sum~~District, ~~and must not be in respect of taxes or a fine or penalty~~Wuhan, ~~inconsistent~~China with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy)430061. ~~A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere..~~

As(2) aInterests ~~result~~shown ofconsist ~~all~~solely of ~~the~~founder ~~above~~shares, ~~public~~classified ~~shareholders~~as ~~may~~Class B ~~have more~~ordinary ~~difficulty~~shares. inSuch ~~protecting~~ordinary ~~their~~shares ~~interests~~will inconvert ~~the~~into ~~face~~Class A ofordinary ~~actions~~shares ~~taken~~on bya ~~management~~one-for-one basis, ~~members~~subject ofto ~~the Board of Directors or controlling shareholders than they would as public shareholders of a United States company~~adjustment.

~~Provisions~~(3) inYubao ~~our~~Li, ~~amended~~the ~~and~~Chairman ~~restated~~of ~~memorandum~~our ~~and articles~~Board of ~~association~~Directors, may ~~inhibit~~be adeemed ~~takeover~~to beneficially own shares held by our sponsor by virtue of ushis control over our sponsor, ~~which~~as ~~could~~its ~~limit~~managing ~~the~~member. ~~price~~Yubao ~~investors~~Li ~~might~~disclaims bebeneficial ~~willing~~ownership toof ~~pay~~our inordinary ~~the~~shares ~~future for~~held by our ~~Class~~sponsor Aother ~~ordinary~~than to the extent of his pecuniary interest in such shares. Each of our officers and ~~could~~directors ~~entrench~~is ~~management~~a member of our sponsor.

~~Our~~(4) ~~amended~~According ~~and~~to ~~restated~~Schedule ~~memorandum~~13G ~~and~~filed ~~articles~~with ofthe ~~association contain~~SEC ~~provisions~~on ~~that~~May 29, ~~may~~2020, ~~discourage~~jointly ~~unsolicited~~by ~~takeover~~Hudson ~~proposals~~Bay ~~that~~Capital ~~shareholders~~Management ~~may~~LP ~~consider~~(the to“Investment beManager”) and inSander ~~their~~Gerber, ~~best~~the ~~interests. These~~parties ~~provisions~~reported ~~include~~that ~~two-year~~the ~~director~~Investment ~~terms~~Manager ~~and~~may ~~the~~be ~~ability~~deemed ofto be the ~~Board~~beneficial owner of ~~Directors~~900,000 toClass A ~~designate~~ordinary ~~the~~shares. ~~terms~~The ofInvestment ~~and~~Manager ~~issue new~~serves ~~series~~as ofthe ~~preference~~investment ~~shares,~~manager ~~which~~to ~~may~~Hudson ~~make~~Bay ~~more~~Master ~~difficult~~Fund Ltd. ~~the~~HB ~~removal~~Strategies ofLLC, ~~management~~in ~~and~~whose ~~may~~name ~~discourage~~900,000 ~~transactions~~Class A ~~that~~ordinary ~~otherwise could~~shares ~~involve~~are ~~payment~~held, ofis aindirectly ~~premium~~controlled ~~over~~by ~~prevailing~~Hudson ~~market~~Bay ~~prices~~Master ~~for~~Fund Ltd. ~~our securities~~Mr. Gerber

After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.30

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

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

49serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. The business address of each reporting person is 777 Third Avenue, 30th Floor, New York, NY 10017.

If(5) ~~our~~According ~~management~~to ~~following~~Schedule ~~our~~13G/A ~~initial~~filed ~~business~~with ~~combination is~~the ~~unfamiliar~~SEC ~~with~~on ~~United~~July ~~States~~12, ~~securities~~2021, ~~laws~~jointly by Faes Equities LLC and Lawrence M. Faes, ~~they~~the ~~may~~parties ~~have~~reported tothat ~~expend~~Faes ~~time~~Equities LLC and ~~resources~~Mr. ~~becoming~~Faes ~~familiar~~may ~~with~~be ~~such~~deemed ~~laws~~to beneficially own an aggregate of 766, ~~which~~611 ~~could~~Class ~~lead~~A toOrdinary ~~various~~Shares. ~~regulatory~~The ~~issues~~business address of each reporting person is 20 North Wacker Drive, Suite 2115, Chicago, Illinois 60606.

~~Following~~(6) ~~our~~According ~~initial~~to ~~business~~Schedule ~~combination~~13G ~~any~~filed orwith ~~all~~the ofSEC ~~our management~~on ~~could~~February ~~resign~~16, ~~from~~2021, ~~their~~jointly ~~positions~~by asGlazer ~~officers~~Capital, ofLLC ~~the~~(“Glazer ~~Company,~~Capital”) and ~~the~~Paul ~~management~~J. ofGlazer, the ~~target~~parties ~~business~~reported atthat the ~~time of~~Glazer ~~the~~Capital ~~business~~and ~~combination~~Mr. ~~will~~Glazer ~~remain~~may inbe ~~place.~~deemed ~~Management~~to ofbe the ~~target~~beneficial ~~business~~owner ~~may~~of ~~not~~681,477 beClass ~~familiar~~A ~~with~~ordinary ~~United~~shares. ~~States~~Glazer ~~securities laws.~~Capital Ifserves ~~new~~as ~~management~~investment ismanager ~~unfamiliar~~to ~~with~~certain ~~United~~funds ~~States~~and ~~securities~~managed ~~laws~~accounts (collectively, ~~they~~the ~~may~~“Glazer ~~have~~Funds”) towhich ~~expend~~hold ~~time~~the ~~and~~681,477 ~~resources~~Class ~~becoming~~A ~~familiar with~~ordinary ~~such~~shares. ~~laws~~Mr. ~~This~~Glazer ~~could~~serves beas ~~expensive~~the ~~and~~Managing ~~time-consuming~~Member ~~and~~of ~~could~~Glazer ~~lead~~Capital. toThe ~~various~~business ~~regulatory~~address ~~issues~~of ~~which~~each ~~may~~reporting ~~adversely~~person ~~affect our~~is ~~operations~~250 West 55th Street, Suite 30A, New York, New York 10019.

~~Recently~~(7) ~~introduced~~According ~~economic~~to ~~substance~~Schedule ~~legislation~~13G of filed with the ~~Cayman~~SEC ~~Islands~~on February 12, 2021, by Mizuho Financial Group, Inc., Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may ~~adversely~~be ~~impact~~deemed usto orbe ~~our~~indirect ~~operations~~beneficial owners of the 622,213 Class A ordinary shares directly held by Mizuho Securities USA LLC, which is their wholly-owned subsidiary. The business address of the reporting person is 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan.

~~The~~(8) ~~Cayman~~According ~~Islands,~~to ~~together~~Schedule ~~with~~13G ~~several~~filed ~~other~~with ~~non-European Union~~the ~~jurisdictions,~~SEC ~~have~~on ~~recently~~February ~~introduced~~2, ~~legislation~~2021, ~~aimed at addressing concerns raised~~ by ~~the~~Polar ~~Council~~Asset ofManagement ~~the~~Partners ~~European~~Inc. ~~Union~~ (~~the~~ “EUPolar Asset”), asPolar toAsset ~~offshore~~may ~~structures~~be ~~engaged~~deemed into ~~certain~~be ~~activities~~the ~~which~~beneficial ~~attract~~owner ~~profits~~of ~~without~~697,400 ~~real~~Class ~~economic~~A ~~activity~~ordinary shares. ~~With~~ ~~effect~~Polar ~~from~~Asset ~~January~~serves 1,as ~~2019,~~ the ~~International~~investment ~~Tax~~advisor ~~Co-operation~~to ~~(Economic~~Polar ~~Substance)~~Multi-Strategy ~~Law,~~Master ~~2018~~Fund (~~the~~ “~~Substance Law~~PMSMF”) ~~came~~ ~~into~~and ~~force in the Cayman Islands introducing~~ certain ~~economic~~managed ~~substance~~accounts ~~requirements~~(together ~~for~~with ~~in-scope~~PMSMF, ~~Cayman Islands entities which are engaged in certain~~ “~~relevant~~Polar ~~activated~~Vehicles”,) ~~which~~with ~~in the case of exempted companies incorporated before January 1, 2019, will apply in~~ respect ofto ~~financial years commencing July 1, 2019, onwards. On March 12, 2019,~~ the EU697,400 asClass ~~part~~A ofordinary ~~this ongoing~~shares ~~initiative,~~directly ~~announced~~held ~~the~~by ~~results of its assessment of~~ the ~~2018~~Polar ~~implementation efforts by various countries under its review~~Vehicles. ~~Cayman~~ ~~Islands~~The ~~was~~business ~~not~~address ~~on the announced list~~ of ~~non-cooperative jurisdictions, but was referenced in~~ the ~~report~~reporting ~~(along~~person ~~with~~is ~~33 other~~401 ~~jurisdictions)~~Bay asStreet, ~~being~~Suite ~~among~~1900, ~~countries~~PO ~~requiring~~Box ~~adjustments~~19, toToronto, ~~their~~Ontario ~~legislation~~M5H ~~to meet EU concerns by December 31~~2Y4, ~~2019 to avoid being moved to the list of non-cooperative jurisdictions~~Canada.

~~Based~~Securities onAuthorized ~~the~~for ~~Substance~~Issuance ~~Law~~under ~~currently~~Equity ~~and~~Compensation announced guidance in effect, it is not anticipated that the company itself will be subject to any such requirements prior to any business combination and thereafter, subject to the structuring of such combination, the company may still remain out of scope of the legislation or else be subject to more limited substance requirements. Although it is presently anticipated that the Substance Law will have little material impact on the company or its operations, as the legislation is new and remains subject to further clarification and interpretation, it is not currently possible to ascertain the precise impact of these legislation changes on the company.Table

~~If we effect our initial business combination with a company located outside of the U~~None.~~S., we would be subject to a variety of additional risks that may negatively impact our operations.~~

IfChanges ~~we effect our initial business combination with a company located outside of the U.S., we would be subject to any special considerations or risks associated with companies operating~~ in ~~the~~ ~~target business’ home jurisdiction, including any of the following:~~Control

~~• rules and regulations or currency redemption or corporate withholding taxes on individuals;~~None.

•Item ~~laws~~13. ~~governing~~Certain ~~the~~Relationships ~~manner~~and inRelated ~~which~~Transactions, ~~future~~Director ~~business combinations may be effected;~~Independence

•Certain ~~tariffs~~Relationships and ~~trade~~Related ~~barriers;~~Transactions

•In ~~regulations~~May 2019, ~~related~~our tosponsor ~~customs~~purchased 1,437,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.017 per share. Our sponsor currently owns approximately 20% of our issued and ~~import/export~~outstanding ~~matters;~~shares and has the right to elect all of our directors prior to our initial business combination.

•In ~~longer~~addition, ~~payment~~simultaneously ~~cycles;~~with the closing of the IPO on February 18, 2020, our sponsor purchased an aggregate of 232,500 units at a price of $10.00 per unit for an aggregate price of $2,325,000 in a private placement closed simultaneously with the closing of our initial public offering. On February 24, 2020, the underwriters exercised the over-allotment option in full. In connection with the exercise of the over-allotment option, we sold an additional 18,000 units at a price of $10.00 per unit to the sponsor, generating gross proceeds of $180,000. Each private placement unit will be identical to the units sold in our initial public offering, except as described in our registration statement. The private placement shares, the private placement warrants and the private placement rights (including the Class A ordinary shares issuable upon exercise of the private placement warrants and upon conversion of the private placement rights) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion of our initial business combination. There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares, private placement shares, private placement warrants or private placement rights, which will expire worthless if we do not consummate a business combination by November 18, 2021 (which may be further extended upon shareholder approval).

•If ~~tax~~any ~~issues~~of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such asbusiness ~~tax~~combination opportunity to such entity prior to presenting such business opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. ~~changes~~Our officers and ~~variations~~directors have and will in ~~tax~~the ~~laws~~future ashave ~~compared~~certain torelevant ~~the~~fiduciary Uduties or contractual obligations that my take priority over their duties to us.~~S.;~~

~~• currency fluctuations and exchange controls;~~31

•Table ~~rates~~ of ~~inflation;~~Contents

~~• challenges in collecting accounts receivable;~~

•We ~~cultural~~have entered into an Administrative Services Agreement with our sponsor, pursuant to which we pay a total of $10,000 per month for office space, administrative and ~~language~~support ~~differences;~~services to such affiliate. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination does not occur by November 18, 2021 (which may be further extended upon shareholder approval), an affiliate of our sponsor will be paid a total of $120,000 ($10,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

•Our ~~employment~~sponsor, ~~regulations;~~officers and directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and determines which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

•Prior ~~crime,~~to ~~strikes~~the consummation of our initial public offering, ~~riots~~our sponsor loaned an aggregate of $210,659 ~~civil~~to ~~disturbances~~us under an unsecured promissory note, ~~terrorist~~which ~~attacks~~we ~~and~~used ~~wars;~~for ~~and~~a portion of the expenses of our initial public offering. The loans were fully repaid in July 2020.

•In ~~deterioration~~addition, ofin ~~political~~order ~~relations~~to finance transaction costs in connection with ~~the~~an Uintended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.S If we complete an initial business combination, we would repay such loaned amounts. ~~which~~In ~~could~~the ~~result~~event inthat ~~any~~the ~~number~~initial ofbusiness ~~difficulties~~combination does not close, ~~both~~we ~~normal~~may ~~course~~use a portion of the working capital held outside the trust account to repay such asloaned ~~above~~amounts orbut ~~extraordinary~~no proceeds from our trust account would be used for such asrepayment ~~sanctions~~Up ~~being~~to ~~imposed.~~$1,500,000 Weof such loans may ~~not~~be convertible into units at a price of $10.00 per unit at the option of the lender. The units would be ~~able~~identical to ~~adequately~~the ~~address~~private ~~these~~placement ~~additional~~units ~~risks~~issued to the initial holders. IfThe weterms ~~were~~of ~~unable~~such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do ~~so,~~not expect to seek loans from parties other than our ~~operations~~sponsor ~~might~~or ~~suffer~~an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

50After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

IfWe wehave ~~effect~~entered into a ~~business~~registration ~~combination with~~rights aagreement ~~company~~with ~~located~~respect ~~outside~~to of the ~~United~~founder ~~States~~shares, ~~the~~private ~~laws~~placement ~~applicable~~units, toand ~~such~~units ~~company~~that ~~will~~may ~~likely~~be ~~govern~~issued ~~all~~on conversion of ~~our~~working ~~material agreements~~capital loans (and wein ~~may~~each ~~not~~case beholders ~~able~~of totheir ~~enforce~~component ~~our~~securities, ~~legal~~as ~~rights~~applicable).

IfRelated weParty effect a business combination with a company located outside of the United States, the laws of the country in which such company operates will govern almost all of the material agreements relating to its operations. We cannot assure you that the target business will be able to 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. Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of our assets would be located outside of the United States and some of our officers and directors might reside outside of the United States As a result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws.Policy

~~Because~~Our audit committee, pursuant to a written charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the ~~costs~~members ~~and~~of ~~difficulties inherent~~the audit committee present at a meeting at which a quorum is present is required in ~~managing~~order ~~cross-border~~to ~~business~~approve ~~operations~~a ~~after~~related weparty ~~acquire~~transaction. itA majority of the members of the entire audit committee constitutes a quorum. Without a meeting, ~~our~~the ~~results~~unanimous written consent of ~~operations~~all ~~may~~of bethe ~~negatively~~members ~~impacted following~~of the audit committee is required to approve a ~~business~~related ~~combination~~party transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

~~Managing~~These aprocedures ~~business,~~are ~~operations,~~intended ~~personnel~~to ordetermine ~~assets~~whether inany ~~another country~~such isrelated ~~challenging~~party ~~and~~transaction ~~costly.~~impairs ~~Management of~~ the ~~target~~independence ~~business~~of ~~that~~a wedirector ~~may~~or ~~hire~~presents ~~(whether~~a ~~based~~conflict ~~abroad~~of orinterest inon the ~~U.S.)~~part ~~may be inexperienced in cross-border business practices and unaware~~ of ~~significant differences in accounting rules, legal regimes and labor practices. Even with~~ a ~~seasoned and experienced management team~~director, ~~the~~employee ~~costs~~or and difficulties inherent in managing cross-border business operations, personnel and assets can be significant (and much higher than in a purely domestic business) and may negatively impact our financial and operational performanceofficer.

~~Many~~ITEM ~~countries,~~14. PRINCIPAL ~~and~~ACCOUNTING ~~especially~~FEES ~~those in~~AND emerging markets, have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial conditionSERVICES.

~~Our~~The ~~ability~~firm toof ~~seek and enforce legal protections~~WithumSmith+Brown, ~~including with respect to intellectual property and other property rights~~PC, or toWithum, ~~defend~~acts ~~ourselves~~as ~~with~~our ~~regard~~independent toregistered ~~legal~~public ~~actions~~accounting ~~taken~~firm. ~~against us~~The infollowing is a ~~given~~summary ~~country,~~of ~~may~~fees bepaid ~~difficult~~to orWithum ~~impossible,~~for ~~which~~services ~~could adversely impact our operations, assets or financial condition~~rendered.

~~Rules~~Audit and regulations in many countries, including some of the emerging markets within the regions we will initially focus, are often ambiguous or open to differing interpretation by responsible individuals and agencies at the municipal, state, regional and federal levels. The attitudes and actions of such individuals and agencies are often difficult to predict and inconsistent.Fees

~~Delay~~During ~~with~~the ~~respect~~fiscal toyears ~~the~~ended ~~enforcement~~June of30, ~~particular~~2021 ~~rules~~ and ~~regulations~~ 2020, ~~including~~fees ~~those~~for ~~relating~~our toindependent ~~customs,~~registered ~~tax,~~public ~~environmental~~accounting firm were $108,150 and ~~labor~~$80,340, ~~could~~respectively, ~~cause~~for ~~serious~~the ~~disruption~~services tothey ~~operations~~performed ~~abroad and~~in ~~negatively~~connection ~~impact~~with our ~~results.~~Initial Public Offering, including the financial statements

5132

~~After~~Table ~~our 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 and legal policies, developments and conditions in the country in which we operate.Contents

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

included in the Current Report on Form 8-K filed with the Securities and Exchange ~~rate~~Commission ~~fluctuations~~on February 24, 2020, the audit of our June 30, 2020 Annual Report on Form 10-K and ~~currency~~10-K/A, ~~policies~~the ~~may~~audit ~~cause a~~of ~~target~~our ~~business’~~June ~~ability~~30, to2021 ~~succeed~~Annual inReport on Form 10-K and review of the ~~international~~financial ~~markets~~information toincluded bein ~~diminished~~our Forms 10-Q for the respective periods.

~~In the event we acquire a non~~Audit-~~U.S.~~Related target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.Fees

~~Because~~During ~~foreign~~the ~~law~~fiscal ~~could~~years ~~govern almost~~ended ~~all~~June of30, ~~our~~2021 ~~material~~and ~~agreements~~2020, weour ~~may~~independent ~~not~~registered bepublic ~~able~~accounting tofirm ~~enforce~~did ~~our~~not ~~rights~~render ~~within~~assurance ~~such~~and ~~jurisdiction~~related orservices ~~elsewhere,~~related ~~which~~to ~~could result~~the inperformance aof ~~significant~~the ~~loss~~audit ofor ~~business,~~review ~~business~~of ~~opportunities~~financial ~~or capital~~statements.

~~Foreign~~Tax law could govern almost all of our material agreements. The target business may not be able to enforce any of its material agreements or remedies may be unavailable outside of such foreign jurisdiction’s legal system. The system of laws and the enforcement of existing laws and contracts in such jurisdiction may not be as certain in implementation and interpretation as in the U.S. Judiciaries in such jurisdiction may also be relatively inexperienced in enforcing corporate and commercial law, leading to a higher than usual degree of uncertainty as to the outcome of any litigation. As a result, the inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business and business opportunities.Fees

~~Corporate~~During ~~governance~~the ~~standards~~fiscal ~~in foreign~~years ~~countries~~ended ~~may~~June ~~not~~30, be2021 asand ~~strict~~2020, orour ~~developed~~independent asregistered inpublic ~~the~~accounting ~~U.S.~~firm ~~and~~did ~~such~~not ~~weakness~~render ~~may~~services ~~hide~~to ~~issues~~us ~~and~~for ~~operational~~tax ~~practices that~~compliance, ~~are~~tax ~~detrimental~~advice toand atax ~~target business~~planning.

~~General~~All ~~corporate~~Other governance standards in some countries are weak in that they do not prevent business practices that cause unfavorable related party transactions, over-leveraging, improper accounting, family company interconnectivity and poor management. Local laws often do not go far to prevent improper business practices. Therefore, shareholders may not be treated impartially and equally as a result of poor management practices, asset shifting, conglomerate structures that result in preferential treatment to some parts of the overall company, and cronyism. The lack of transparency and ambiguity in the regulatory process also may result in inadequate credit evaluation and weakness that may precipitate or encourage financial crisis. In our evaluation of a business combination we will have to evaluate the corporate governance of a target and the business environment, and in accordance with U.S. laws for reporting companies take steps to implement practices that will cause compliance with all applicable rules and accounting practices. Notwithstanding these intended efforts, there may be endemic practices and local laws that could add risk to an investment we ultimately make and that result in an adverse effect on our operations and financial results.Fees

~~Companies~~During inthe ~~foreign~~fiscal ~~countries~~years ~~may~~ended beJune ~~subject to accounting~~30, ~~auditing,~~ ~~regulatory~~2021 and ~~financial standards and requirements that differ~~2020, inthere ~~some~~were ~~cases~~no ~~significantly,~~fees ~~from~~billed ~~those~~for ~~applicable~~products ~~to public companies in the United States, which may make it more difficult or complex to consummate a business combination. In particular, the assets~~ and ~~profits~~services ~~appearing~~provided onby ~~the~~our ~~financial~~independent ~~statements~~registered ofpublic aaccounting ~~foreign~~firm ~~company~~other may not reflect its financial position or results of operations in the way they would be reflected had such financial statements been prepared in accordance with U.S. GAAP and there may be substantially less publicly available information about companies in certain jurisdictions than ~~there~~those isset ~~about~~forth ~~comparable U~~above.S. companies. Moreover, foreign companies may not be subject to the same degree of regulation as are U.S. companies with respect to such matters as insider trading rules, tender offer regulation, shareholder proxy requirements and the timely disclosure of information.

52ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES

~~Legal~~(a) ~~principles~~The ~~relating~~following todocuments ~~corporate~~are ~~affairs~~filed ~~and~~as ~~the~~part ~~validity~~ of ~~corporate~~this procedures, directors’ fiduciary duties and liabilities and shareholders’ rights for foreign corporations may differ from those that may apply in the U.S., which may make the consummation of a business combination with a foreign company more difficult. We therefore may have more difficulty in achieving our business objective.report:

~~Because~~(1)Financial a foreign judiciary may determine the scope and enforcement of almost all of our target business’ material agreements under the law of such foreign jurisdiction, we may be unable to enforce our rights inside and outside of such jurisdiction.Statements:

The law of a foreign jurisdiction, may govern almost all of our target business’ material agreements, some of which may be with governmental agencies in such jurisdiction. We cannot assure you that the target business or businesses will be able to enforce any of their material agreements or that remedies will be available outside of such jurisdiction. The inability to enforce or obtain a remedy under any of our future agreements may have a material adverse impact on our future operations.


Description

Report of Independent Registered Public Accounting Firm	F-1
Financial Statements:
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Changes in Shareholders’ Deficit	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6 - F-21

A slowdown in economic growth in the markets that our business target operates in may adversely affect our business, financial condition, results of operations, the value of its equity shares and the trading price of our shares following our business combination.

~~Following~~(2)Financial ~~the~~Statement business combination, our results of operations and financial condition may be dependent on, and may be adversely affected by, conditions in financial markets in the global economy, and, particularly in the markets where the business operates. The specific economy could be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization policies, business corruption, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, inflation, commodity and energy prices and various other factors which may adversely affect our business, financial condition, results of operations, value of our equity shares and the trading price of our shares following the business combination.Schedules:

Regional hostilities, terrorist attacks, communal disturbances, civil unrest and other acts of violence or war may result in a loss of investor confidence and a decline in the value of our equity shares and trading price of our shares following our business combinationNone.

~~Terrorist~~(b) ~~attacks,~~The ~~civil unrest and other acts of violence or war may negatively affect the markets in which we may operate our business~~ following ~~our~~Exhibits ~~business~~are ~~combination~~filed ~~and~~as ~~also~~part ~~adversely affect the worldwide financial markets. In addition, the countries we will focus on, have from time to time experienced instances~~ of civil unrest and hostilities among or between neighboring countries. Any such hostilities and tensions may result in investor concern about stability in the region, which may adversely affect the value of our equity shares and the trading price of our shares following our business combination. Events of this nature in the future, as well as social and civil unrest, could influence the economy in which our business target operates, and could have an adverse effect on our business, including the value of equity shares and the trading price of our shares following our business combination.report:

~~The~~We ~~occurrence~~hereby file as part of ~~natural~~this ~~disasters may~~Report ~~adversely~~the ~~affect~~exhibits ~~our~~listed ~~business,~~in ~~financial~~the ~~condition~~attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and ~~results~~copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of ~~operations~~such ~~following~~material ~~our~~can ~~business~~also ~~combination~~be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

The occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires and pandemic disease may adversely affect our business, financial condition or results of operations following our business combination. The potential impact of a natural disaster on our results of operations and financial position is speculative, and would depend on numerous factors. The extent and severity of these natural disasters determines their effect on a given economy. Although the long term effect of diseases such as the H5N1 “avian flu,” or H1N1, the swine flu, cannot currently be predicted, previous occurrences of avian flu and swine flu had an adverse effect on the economies of those countries in which they were most prevalent. An outbreak of a communicable disease in our market could adversely affect our business, financial condition and results of operations following our business combination. We cannot assure you that natural disasters will not occur in the future or that our business, financial condition and results of operations will not be adversely affected.

~~Any downgrade of credit ratings of the country in which the company we acquire business may adversely affect our ability to raise debt financing following our business combination.~~33

NoTable ~~assurance can be given that any rating organization will not downgrade the credit ratings~~ of the sovereign foreign long-term debt of the country in which our business target operates, which reflect an assessment of the overall financial capacity of the government of such country to pay its obligations and its ability to meet its financial commitments as they become due. Any downgrade could cause interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our future variable rate debt and our ability to access the debt markets on favorable terms in the future. This could have an adverse effect on our financial condition following our business combination.Contents

~~Returns on investment in foreign companies may be decreased by withholding and other taxes.~~

Our investments will incur tax risk unique to investment in developing economies. Income that might otherwise not be subject to withholding of local income tax under normal international conventions may be subject to withholding of income tax in a developing economy. Additionally, proof of payment of withholding taxes may be required as part of the remittance procedure. Any withholding taxes paid by us on income from our investments in such country may or may not be creditable on our income tax returns. We intend to seek to minimize any withholding tax or local tax otherwise imposed. However, there is no assurance that the foreign tax authorities will recognize application of such treaties to achieve a minimization of such tax. We may also elect to create foreign subsidiaries to effect the business combinations to attempt to limit the potential tax consequences of a business combination.

~~Item~~REPORT ~~1B.~~OF ~~Unresolved~~INDEPENDENT ~~Staff~~REGISTERED ~~Comments~~PUBLIC ACCOUNTING FIRM

~~None.~~To the Shareholders and the Board of Directors of

~~Item~~Yunhong 2.International ~~Properties~~(formerly known as China Yunhong Holdings)

WeOpinion doon not own any real estate or other physical properties materially important to our operation. We currently maintain our principal executive offices at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China, 430061. We consider our current office space, combined with the ~~other~~Financial ~~office space otherwise available to our executive officers adequate for our current operations.~~Statements

~~Item~~We 3have audited the accompanying balance sheets of Yunhong International (the “Company”) as of June 30, 2021 and 2020, the related statements of operations, changes in shareholders’ deficit and cash flows for the years ended June 30, 2021 and 2020, and the related notes (collectively referred to as the “financial statements”). ~~Legal~~In ~~Proceedings~~our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2021 and 2020, and the results of its operations and its cash flows for the years ended June 30, 2021 and 2020, in conformity with accounting principles generally accepted in the United States of America.

ToGoing ~~the knowledge of our management, there is not litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.~~Concern

~~Item~~The 4accompanying financial statements have been prepared assuming that the Company will continue as a going concern. ~~Mine~~As ~~Safety~~discussed ~~Disclosures~~in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by November 18, 2021 then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Not~~Basis ~~Applicable~~for Opinion

54These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the U.S. Securities and Exchange Commission and the PCAOB.

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

~~Item~~Our 5.audits ~~Market~~included ~~for~~performing ~~Registrant’s~~procedures ~~Common~~to ~~Equity~~assess the risks of material misstatement of the financial statements, ~~Related~~whether ~~Shareholder~~due ~~Matters~~to error or fraud, and ~~Issuer~~performing ~~Purchases~~procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of ~~Equity~~the ~~Securities~~financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~(a)~~/s/ ~~Market~~WithumSmith+Brown, ~~Information~~PC

~~Our~~We ~~units,~~have ~~Class~~served Aas ~~ordinary shares, warrants and rights are each traded on~~ the ~~Nasdaq~~Company’s ~~Capital~~auditor ~~Market~~since ~~under the symbols “ZGYHU,” “ZGYH,”“ZGYHW,” and “ZGYHR” respectively~~2019. ~~Our units commenced public trading on February 13, 2020 and our Class A ordinary shares, warrants and rights commenced public trading on April 3, 2020.~~

~~(b) Holders~~

OnNew ~~September 25~~York, ~~2020,~~New ~~there was one holder of record of our units, two holders of record of our class A ordinary shares, one holder of record of our warrants and one holder of record of our rights.~~York

~~(c)~~October ~~Dividends~~26, 2021

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial combination. The payment of any cash dividends subsequent to our initial business combination will be at the discretion of our Board of Directors and subject to the company having funds lawfuly available for distribution at such time. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

~~(d) Securities Authorized for Issuance Under Equity Compensation Plans~~F-1

~~None.~~Table of Contents

~~(e)~~YUNHONG ~~Recent Sales of Unregistered Securities~~INTERNATIONAL

~~None.~~BALANCE SHEETS

~~(f) Purchase of Equity Securities by Issuer and Affiliated Purchasers~~

None.


	June 30,		June 30,
	2021		2020
			Revised
ASSETS
Current Assets
Cash	$	256	$	819,755
Prepaid expenses and other receivable		29,100		23,750
Total Current Assets		29,356		843,505

Investments held in Trust Account		70,409,613		69,057,508
Total Assets	$	70,438,969	$	69,901,013

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	482,213	$	80,000
Advances from related party		182,796		232,796
Promissory note - related party		1,380,000		210,659
Total Current Liabilities		2,045,009		523,455

Warrant liabilities		1,966,388		895,065
Deferred underwriting fees		2,415,000		2,415,000
Total Liabilities		6,426,397		3,833,520

Commitments and contingencies

Class A ordinary shares subject to possible redemption, 6,900,000 shares at June 30, 2021 and 2020		70,380,000		69,000,000

Shareholders’ Deficit
Preference shares, $0.001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A non-redeemable ordinary shares, $0.001 par value; 47,000,000 shares authorized; 319,500 shares issued and outstanding (excluding 6,900,000 shares subject to possible redemption) at June 30, 2021 and 2020, respectively		320		320
Class B ordinary shares, $0.001 par value; 2,000,000 shares authorized; 1,725,000 shares issued and outstanding at June 30, 2021 and 2020		1,725		1,725
Additional paid-in capital		—		565,000
Accumulated deficit		(6,369,473)		(3,499,552)
Total Shareholders’ Deficit		(6,367,428)		(2,932,507)
Total Liabilities and Shareholders’ Deficit	$	70,438,969	$	69,901,013

~~Item 6. Selected Financial Data~~

~~Not~~The ~~applicable~~accompanying notes are an integral part of the financial statements.

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10F-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.2

~~Forward-Looking~~Table ~~Statements~~of Contents

All statements other than statements of historical fact included in this annual report including, without limitation, statements under this “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this annual report, words such “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this annual report should be read as being applicable to all forward-looking statements whenever they appear in this annual report. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual results could differ materially from those contemplated by the forward looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

~~Overview~~YUNHONG INTERNATIONAL

WeSTATEMENTS ~~are~~OF a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the private placement of the private units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt.OPERATIONS

Filing Compare · Yunhong International