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~~UNITED~~Table ~~STATES~~of Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~10-K~~D.C. 20549

FORM

~~(Mark One)~~ 10-K

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

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

☐For ~~TRANSITION~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~December 1331, OR2021 ~~15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~☐ ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from to~~ TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

AEA-Bridges ~~Impact Corp.~~

Impact Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39584	98-1550961
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. EmployerIdentification Number)
PO Box 1093, Boundary Hall,Cricket Square,Grand CaymanCayman Islands		KY1-1102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +1 (345)

PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman Cayman Islands		KY1-1102
(Address of principal executive offices)		(Zip Code)

814-5825

~~Registrant’s~~Not ~~telephone~~Applicable ~~number, including area code: +1 (345) 814-5825~~

~~Not~~(Former ~~Applicable~~name or former address, if changed since last report)

~~(Former~~Securities ~~name~~registered orpursuant ~~former~~to ~~address,~~Section 12(b) ifof ~~changed~~the ~~since~~Act: ~~last report)~~

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


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	IMPX.U	The New York Stock Exchange
Class A ordinary shares included as part of the units	IMPX	The New York Stock Exchange
Redeemable warrants included as part of the units	IMPX WS	The New York Stock Exchange

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	IMPX.U	The New York Stock Exchange
Class A ordinary shares included as part of the units	IMPX	The New York Stock Exchange
Redeemable warrants included as part of the units	IMPX.WS	The New York Stock Exchange

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

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section 12(g)~~if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:. Yes ☐ No ☒ ~~None~~

Indicate by check mark if the registrant is anot ~~well-known~~required ~~seasoned~~to ~~issuer,~~file asreports ~~defined~~pursuant into ~~Rule~~Section 13 ~~405~~or Section 15(d) of the ~~Securities~~ Exchange Act. Yes ☐ No ☒

Indicate by check mark ifwhether the registrant is(1) has ~~not~~filed ~~required to~~all ~~file~~ reports ~~pursuant~~required to be filed by Section 13 or ~~Section~~ 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

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

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

~~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~~non-~~T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐~~ 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

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.~~

of the Exchange Act.

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule

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

of the Exchange Act). Yes ☒ No ☐

As of June 30, ~~2020~~2021, the last business 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 New York Stock Exchange (“NYSE”) on October 2, 2020 and the registrant’s Class A ordinary shares, par value $0.0001 (the “Class A ordinary shares”) and warrants began trading on the NYSE on November 23, 2020. The aggregate market value of the ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the ordinary shares ~~on December 31~~, ~~2020,~~ as reported on the NYSE, was $~~378~~389,~~750~~600,000 (based on the closing sales price of the Class A ordinary shares on ~~December~~June 3130, ~~2020~~2021 of $109.1074).

As ~~of March 23, 2021, 40,000,000 Class A ordinary shares, par value $0.0001, and 10,000,000 Class B ordinary shares, par value $0.0001, were issued and outstanding.~~

of March 2

~~Documents Incorporated by Reference: None.~~ 5

, 20

~~Table~~22, of40,000,000 ~~Contents~~Class A ordinary shares, par value $0.0001, and 10,000,000 Class B ordinary shares, par value $0.0001, were issued and outstanding.

~~TABLE~~Documents OFIncorporated ~~CONTENTS~~by Reference: None.

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY			iii
PART I			1
Item 1.	Business		1
Item 1A.	Risk Factors		22
Item 1B.	Unresolved Staff Comments		56
Item 2.	Properties		56
Item 3.	Legal Proceedings		56
Item 4.	Mine Safety Disclosures		56
PART II			57
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities		57
Item 6.	Selected Financial Data		59
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		59
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		61
Item 8.	Financial Statements and Supplementary Data		61
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		61
Item 9A.	Controls and Procedures		62
Item 9B.	Other Information		62
PART III			63
Item 10.	Directors, Executive Officers and Corporate Governance		63
Item 11.	Executive Compensation		71
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		72
Item 13.	Certain Relationships and Related Transactions, and Director Independence		73
Item 14.	Principal Accountant Fees and Services		75
PART IV			76
Item 15.	Exhibits, Financial Statements Schedules		76
Item 16.	Form 10-K Summary		77

Table of Contents

iTABLE OF CONTENTS


		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			iii
RISK FACTOR SUMMARY			v
PART I			1
Item 1.	Business		1
Item 1A.	Risk Factors		24
Item 1B.	Unresolved Staff Comments		60
Item 2.	Properties		60
Item 3.	Legal Proceedings		60
Item 4.	Mine Safety Disclosures		60
PART II			61
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities		61
Item 6.	[RESERVED]		61
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		61
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		65
Item 8.	Financial Statements and Supplementary Data		65
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		65
Item 9A.	Controls and Procedures		65
Item 9B.	Other Information		66
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection		66
PART III			67
Item 10.	Directors, Executive Officers and Corporate Governance		67
Item 11.	Executive Compensation		75
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		76
Item 13.	Certain Relationships and Related Transactions, and Director Independence		78
Item 14.	Principal Accountant Fees and Services		80
PART IV			81
Item 15.	Exhibits, Financial Statements Schedules		81
Item 16.	Form 10-K Summary		82

~~CERTAIN~~i ~~TERMS~~

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

•CERTAIN ~~“amended~~TERMS and restated memorandum and article of association” are to the amended and restated memorandum and articles of association, dated as of October 1, 2020, that we adopted prior to the consummation of our initial public offering;

Unless otherwise stated in this Annual Report on Form

~~• “Companies Act” are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time;~~10-K

(this “Report”), or the context otherwise requires, references to:

• “~~founder~~amended ~~shares”~~and ~~are~~restated tomemorandum ~~our~~and ~~Class~~article Bof ~~ordinary~~association” ~~shares~~are ~~initially issued~~ to ~~our~~the ~~sponsor~~amended inand arestated ~~private~~memorandum ~~placement~~and ~~prior~~articles toof ~~our~~association, ~~initial~~dated ~~public~~as ~~offering~~of ~~and~~October ~~the~~1, ~~Class~~2020, ~~A ordinary shares~~ that ~~will~~we beadopted ~~issued~~prior ~~upon~~to the ~~automatic~~consummation ~~conversion~~ of ~~the Class B ordinary shares at the time of~~ our initial ~~business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “~~public ~~shares”)~~offering;

• “~~management~~Companies Act” orare ~~our~~to ~~“management~~the ~~team”~~Companies ~~are~~Act to(As ~~our~~Revised) ~~executive~~of ~~officers~~the ~~and~~Cayman ~~directors~~Islands as the same may be amended from time to time;

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

• “~~private placement warrants~~management” ~~are~~or toour ~~the~~“management ~~warrants~~team” ~~issued~~are to our ~~sponsor~~executive inofficers ~~a private placement simultaneously with the closing of our initial public offering~~ and ~~upon conversion of working capital loans, if any~~directors;

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

• “~~public~~private ~~shareholders~~placement warrants” are to the ~~holders~~warrants ofissued ~~our~~to ~~public shares, including~~ our sponsor ~~and~~in ~~management~~a ~~team~~private toplacement ~~the~~simultaneously ~~extent~~with ~~our~~the ~~sponsor~~closing ~~and/or members~~ of our ~~management~~initial ~~team purchase~~ public ~~shares;~~offering ~~provided that our sponsor’s~~ and ~~each~~upon ~~member~~conversion of ~~our~~working ~~management~~capital ~~team’s~~loans, ~~status~~if ~~as a “public shareholder” will only exist with respect to such public shares~~any;

• “~~sponsor~~public shares” are to ~~AEA-Bridges~~our ~~Impact~~Class ~~Sponsor~~A ~~LLC,~~ordinary ashares ~~Cayman~~sold ~~Islands~~as ~~limited~~part ~~liability~~of ~~company;~~the ~~and~~units in our initial public offering (whether they are purchased in our initial public or thereafter in the open market);

• “~~we,”~~public ~~“us,~~shareholders” “are to the holders of our public shares,” ~~“company”~~including our sponsor and management team to the extent our sponsor and/or “members of our ~~company”~~management ~~are~~team topurchase ~~AEA-Bridges~~public ~~Impact~~shares; ~~Corp.,~~provided that our sponsor’s and each member of our management team’s status as a ~~Cayman~~“public ~~Islands~~shareholder” ~~exempted~~will ~~company.~~only exist with respect to such public shares;

ii• “sponsor” are to AEA-Bridges Impact Sponsor LLC, a Cayman Islands limited liability company; and

~~Table~~• of“we,” ~~Contents~~“us,” “our,” “company” or “our company” are to AEA-Bridges Impact Corp., a Cayman Islands exempted company.

~~CAUTIONARY~~ii ~~NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY~~

~~This~~Table ~~Report, including, without limitation, statements under the heading “Item 7. Management’s Discussion and Analysis~~ of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about: Contents

•CAUTIONARY ~~our~~NOTE ~~ability~~REGARDING toFORWARD-LOOKING ~~select~~STATEMENTS ~~an appropriate target business or businesses;~~

•This ~~our~~Report, ~~ability~~including, without limitation, statements under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Our forward-looking statements include, but are not limited to, ~~complete~~statements regarding our ~~initial~~or ~~business~~our ~~combination;~~management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about:

• our ~~expectations~~ability ~~around~~to ~~the~~select ~~performance~~an ofappropriate ~~a prospective~~ target business or businesses;

• our ~~success~~ability into ~~retaining~~complete ~~or recruiting, or changes required in,~~ our ~~officers, key employees or directors following our~~ initial business combination;

• our ~~officers~~expectations ~~and~~around ~~directors~~the ~~allocating~~performance ~~their time to other businesses and potentially having conflicts~~ of ~~interest~~a ~~with~~prospective ~~our~~target business or ~~in approving our initial business combination~~businesses;

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

• our ~~pool~~officers ofand ~~prospective~~directors ~~target~~allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

• our potential ability to ~~consummate~~obtain anadditional ~~initial~~financing ~~business combination due~~ to ~~the~~complete ~~uncertainty~~our ~~resulting~~initial ~~from~~business ~~the recent COVID-19 pandemic~~combination;

• ~~the ability of~~ our ~~officers~~pool ~~and directors to generate a number~~ of ~~potential~~prospective ~~business~~target ~~combination opportunities~~businesses;

• our ~~public~~ability ~~securities’~~to ~~potential~~consummate ~~liquidity~~an ~~and~~initial ~~trading~~business combination due to the uncertainty resulting from the COVID-19 pandemic;

• the ~~lack~~ability of our officers and directors to generate a ~~market~~number ~~for~~of ~~our~~potential ~~securities~~business combination opportunities;

• ~~the~~our ~~use~~public ofsecurities’ ~~proceeds~~potential ~~not~~liquidity ~~held~~and ~~in the trust account or available to us from interest income on the trust account balance~~trading;

• the ~~trust~~lack ~~account~~of ~~not~~a ~~being~~market ~~subject~~for toour ~~claims of third parties~~securities;

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

• the ~~other~~trust ~~risks~~account ~~and~~not ~~uncertainties~~being ~~discussed~~subject into ~~“Risk~~claims ~~Factors”~~of ~~and~~third ~~elsewhere in this Report.~~parties;

~~The~~• ~~forward-looking statements contained in this Report are based on~~ our ~~current~~financial expectations and beliefs concerning future developments and their potential effects on us. 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 tofollowing be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our ~~assumptions~~initial ~~prove~~public ~~incorrect,~~offering; 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. and

~~iii~~• the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Report.

~~Table~~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 ~~Contents~~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

~~PART~~iii I

~~ITEM~~Table 1.of ~~BUSINESS~~Contents

~~Our~~statements. ~~Company~~These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.

Weiv are a special purpose acquisition company driven by a clear conviction: that the businesses that will thrive in the next decade are those that are helping to build a more sustainable and inclusive economy. Through the combination of expertise from two highly experienced firms, AEA Investors LP (“AEA”) and Bridges Fund Management Ltd. (“Bridges”), we aim to apply multi-decade investment and value-creation experience alongside best-in-class impact management and Environmental, Social and Governance (“ESG”) skills to achieve attractive risk-adjusted financial returns for investors.

WeTable are seeing an increased focus on sustainability and impact during the ten-year countdown to achieve the UN Sustainable Development Goals (“UN SDGs”) by 2030. This focus is driving numerous attractive and high-growth commercial opportunities that can contribute to the solution of ~~complex global challenges such as: access to clean water, quality health services, education and reskilling, industrial innovation, reduction of waste, and combating climate change.~~ Contents

~~Further,~~RISK weFACTOR ~~are~~SUMMARY seeing that an emphasis on better outcomes for all stakeholders is increasingly becoming a source of competitive advantage. It is already well-evidenced that businesses with strong ESG practices can achieve attractive investment returns. In an era where more and more people want to work for, buy from and invest in organizations that share their values, we believe companies that have a positive impact on society and the planet will be better-placed to succeed and grow sustainably.

The following is a summary of the principal risks described below in Part I, Item 1A “Risk Factors” in this Annual Report on Form

Our company was founded and is led by senior executives of AEA and Bridges, both of which are affiliates of our sponsor. We believe our management team is well positioned to identify companies that align with our impact10-~~driven investment focus and provide attractive risk-adjusted returns~~K. Additionally, our association with AEA and Bridges brings a unique combination of best-in-class private equity and impact management to our company. The AEA-Bridges partnership will allow us to apply our experience of the last 50 years to our vision for the next 50 years.

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

~~BUSINESS STRATEGY~~ 10-K.

~~Financial~~• ~~Value~~We ~~Creation~~have ~~in Lockstep~~no ~~with~~operating ~~Impact~~history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We• ~~believe~~Past inperformance ~~the~~by ~~need to re-shape~~ our ~~economic~~management ~~system~~team soor ~~that more people can thrive and fulfil~~ their ~~potential,~~respective ~~while~~affiliates ~~reducing~~may ~~our~~not ~~negative~~be ~~impact~~indicative onof ~~our~~future ~~planet.~~performance ~~Our~~of ~~mission~~an isinvestment ~~to invest~~ in ~~a company that can support this transition to a more inclusive and sustainable economy, and by doing so, achieve an attractive total return for investors~~us. ~~We plan to accelerate financial value creation within our target while also having a measurable net positive impact on the environment and society.~~

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

~~Table~~• The only opportunity of ~~Contents~~our public shareholders to affect the investment decision regarding a potential business combination may be limited to the exercise of their right to redeem their shares from us for cash.

We• ~~use~~If ~~the~~we ~~lens~~seek ofshareholder ~~the~~approval UNof ~~SDGs,~~our ~~which~~initial ~~reflect~~business ~~social~~combination, ~~and environmental mega-trends that are re-shaping~~ our ~~world.~~sponsor ~~The~~and ~~most~~members ~~successful companies~~ of ~~the~~our ~~next~~management ~~decade~~team ~~will~~have ~~find~~agreed ~~scalable solutions~~ to ~~these~~vote ~~challenges that contribute to positive outcomes and unlock lasting economic value. By investing~~ in afavor ~~more inclusive~~of ~~and~~such ~~sustainable~~initial ~~future~~business ~~– for example by creating jobs in underserved areas~~combination, ~~finding~~regardless ~~smarter~~of ~~ways~~how toour ~~increase~~public ~~access~~shareholders ~~to clean water or reduce carbon emissions, or delivering better health or education outcomes – a company can consistently create both long-term economic value and measurable societal impact~~vote.

We• ~~intend~~The toability ~~identify~~of ~~and complete~~ our ~~initial~~public ~~business~~shareholders ~~combination~~to ~~with~~redeem atheir ~~company~~shares infor ancash ~~industry~~may ~~that aligns~~make ~~with~~ our ~~mission,~~financial ~~complements~~condition ~~the~~unattractive ~~experience~~to ~~and~~potential ~~skills~~business ofcombination ~~our management team and sponsors~~targets, ~~and~~which ismay ~~focused~~make ~~on,~~it ordifficult ~~could~~for ~~benefit~~us ~~from,~~to ~~best-in-class~~enter ~~investment expertise,~~into ~~value~~a ~~creation~~business ~~capabilities~~combination ~~and~~with ~~impact~~a ~~management practices~~target. ~~We will have an integrated approach where impact and financial value creation are intertwined.~~

~~Our~~• ~~investment~~The ~~strategy~~ability ~~seeks~~of our public shareholders to ~~promote~~exercise ~~responsible~~redemption ~~and~~rights ~~purposeful~~with ~~business~~respect ~~standards,~~to ~~and~~a islarge ~~focused~~number onof our shares may not allow us to complete the ~~following~~most ~~three~~desirable ~~types~~business ~~of companies:~~combination or optimize our capital structure.

• ~~Businesses~~The ~~that~~ability ~~contribute~~of ~~scalable~~our ~~solutions~~public shareholders to ~~the~~exercise UNredemption ~~SDGs,~~rights ~~which~~with ~~have~~respect ~~positive~~to ~~fundamental~~a ~~growth~~large ~~drivers~~number of our shares could increase the probability that ~~deliver~~our ~~attractive~~initial ~~financial~~business ~~returns~~combination would be unsuccessful and ~~measurable~~that ~~impact~~you would have to wait for liquidation in order to redeem your shares.

• ~~Best-in-class~~The ~~businesses~~requirement that ~~benefit~~we ~~all~~consummate ~~stakeholders,~~an ~~where~~initial webusiness ~~can~~combination ~~leverage~~within 24 months after the closing of our ~~impact~~initial ~~management~~public ~~expertise~~offering tomay ~~maximize~~give ~~the~~potential ~~companies’~~target ~~positive~~businesses ~~impacts,~~leverage ~~build~~over us in negotiating a ~~stronger~~business ~~brand~~combination and ~~value~~may ~~proposition~~limit the time we have in which to conduct due diligence on potential business combination targets, ~~and~~in ~~drive~~particular ~~financial~~as ~~return~~we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

• ~~Businesses~~Our ~~which~~search dofor ~~not~~a ~~currently~~business ~~have~~combination, ~~best in class impact management practices but where there is an opportunity to re-orient~~ and ~~transform~~any ~~currently~~target ~~negative aspects of~~ business ~~operations~~with towhich ~~generate~~we ~~positive~~ultimately ~~outcomes;~~consummate ~~and in doing so, build~~ a ~~more sustainable and resilient~~ business ~~model~~combination, ~~with~~may abe ~~more~~materially ~~attractive,~~adversely ~~less~~affected ~~risky~~by ~~and~~the ~~more~~coronavirus ~~future~~(COVID-~~proofed~~19) ~~financial return~~outbreak.

~~While~~• weWe ~~are~~may not ~~limited~~be able to aconsummate ~~particular~~an ~~industry~~initial ~~or geographic~~business ~~region,~~combination wewithin ~~believe~~24 months after the closing of our ~~management~~initial ~~and~~public ~~sponsors’~~offering, ~~experience~~in ~~allows~~which uscase towe ~~evaluate~~would ~~targets~~cease inall ~~industries~~operations ~~such~~except asfor ~~value-added~~the ~~industrials,~~purpose ~~including~~of ~~sustainable~~winding ~~energy~~up and ~~energy~~we ~~efficiency,~~would ~~education,~~redeem ~~circular~~our ~~economy,~~public ~~consumer, healthcare,~~shares and ~~business services~~liquidate.

We• ~~use~~If awe ~~best-in-class impact~~seek ~~management~~shareholder ~~approach~~approval ~~which is rooted in the work~~ of ~~the~~our ~~Impact~~initial ~~Management~~business ~~Project~~combination, ~~(IMP).~~our ~~The~~sponsor, ~~IMP – which is facilitated by Bridges Insights~~directors, ~~the~~executive ~~field-building not-for-profit arm of Bridges Fund Management – is a forum for organizations to build consensus on how to measure~~officers, ~~compare~~advisors and ~~report~~their ~~impacts~~affiliates onmay ~~environmental~~elect ~~and social~~to ~~issues.~~purchase ~~Its~~public ~~community~~shares ofor ~~over 2~~warrants,~~000~~ ~~organizations~~which ~~has~~may ~~developed~~influence a ~~framework~~vote ~~that~~on ~~helps~~a ~~businesses~~proposed tobusiness ~~diagnose~~combination ~~their material impacts on people~~ and ~~planet,~~reduce sothe ~~they~~public ~~can~~“float” ~~reduce~~of ~~the~~our ~~negative~~Class ~~outcomes~~A ~~and~~ordinary ~~enhance~~shares ~~the~~or ~~positive~~public ~~outcomes~~warrants.

Table of Contents

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

We• ~~will~~If ~~seek~~a toshareholder ~~leverage~~fails ~~AEA and Bridges’ significant reputation and extensive global network~~ to ~~access~~receive ~~differentiated~~notice ~~deal~~of ~~flow~~our ~~and~~offer to ~~identify~~ ~~attractive~~redeem ~~acquisition targets. Furthermore, we expect~~ our ~~value~~public ~~proposition~~shares ~~will~~in beconnection ~~compelling to many companies that align~~ with our ~~mission-driven~~initial ~~approach.~~business ~~This~~combination, ~~extends~~or tofails ~~companies currently outside of the already extensive AEA-Bridges network who will be drawn~~ to ~~pursue~~comply ~~a partnership~~ with usthe toprocedures ~~further~~for ~~enhance~~tendering ~~their~~its ~~impact~~shares, ~~and~~such ~~ultimate~~shares ~~value~~may over time. We think that our value proposition should resonate well with large family-owned private companies and with large corporates seeking to spin out high-growth divisions whose growth and value are not ~~currently~~be ~~being reflected in the market by virtue of being embedded within a much larger corporate entity~~redeemed.

~~Through~~• ~~fundamental~~You ~~analysis~~will wenot ~~intend~~have toany ~~identify~~rights ~~sectors~~or ~~and~~interests ~~sub-sectors~~in ~~that~~funds ~~are~~from ~~likely~~the ~~to contribute~~trust toaccount, ~~the~~except UNunder ~~SDGs~~certain limited circumstances. Therefore, ~~and~~to ~~seek~~liquidate ~~mission-aligned~~your ~~companies~~investment, ~~that~~you ~~share~~may ~~our~~be ~~vision~~forced ~~and~~to ~~that~~sell weyour ~~can~~public ~~help~~shares toor ~~grow~~warrants, ~~and~~potentially ~~succeed~~at ~~financially.~~a loss.

We• ~~will~~NYSE ~~follow~~may adelist ~~rigorous investment appraisal process that~~ our ~~sponsors~~securities ~~have~~from ~~implemented~~trading inon ~~their~~its ~~respective~~exchange, ~~organizations.~~which Wecould ~~have identified~~limit ~~the~~investors’ ~~following~~ability ~~general~~to ~~criteria~~make ~~and~~transactions ~~guidelines which we believe are important~~ in ~~evaluating~~our ~~prospective~~securities ~~target~~and ~~businesses.~~subject Weus ~~intend~~ to ~~acquire~~additional atrading ~~business or entity that we believe:~~ restrictions.

• ~~Have~~You ~~operations~~will ~~that~~not ~~align~~be ~~with~~entitled ~~our investment theme: Using our investment strategy, we intend~~ to ~~focus~~protections onnormally ~~businesses~~afforded ~~which currently have or have the potential~~ to ~~benefit~~investors ~~stakeholders~~of ormany ~~contribute~~other toblank ~~solutions,~~check ~~and which have the potential to grow and create financial value~~companies.

• ~~Have~~If awe ~~defensible~~seek ~~market~~shareholder ~~position~~approval of our initial business combination and ~~are~~we ~~resilient~~do not conduct redemptions pursuant to ~~economic~~the ~~cycles:~~tender Weoffer ~~will~~rules, ~~seek~~and toif ~~acquire~~you or a ~~business~~“group” ~~that~~of ~~has~~shareholders ~~attractive~~are ~~secular~~deemed ~~market~~to ~~tailwinds,~~hold ~~recession-resilient~~in ~~business~~excess ~~models,~~of a15% ~~differentiated~~of ~~technology,~~our ~~product~~Class orA ~~service~~ordinary shares, ~~distribution~~you ~~capabilities,~~will ~~relationships,~~lose orthe ~~other~~ability ~~competitive~~to ~~advantages~~redeem all such shares in excess of 15% of our Class A ordinary shares.

• ~~Have~~Because aof ~~strong~~our ~~management~~limited ~~team:~~resources Weand ~~will~~the ~~seek~~significant tocompetition ~~partner~~for ~~with~~business ~~management~~combination ~~teams~~opportunities, ~~and/or~~it ~~sellers~~may ~~who~~be ~~are~~more ~~aligned~~difficult ~~with~~for us to complete our ~~impact~~initial ~~mission~~business ~~and~~combination. ~~effort~~If towe ~~create~~have ~~value.~~not ~~Where~~consummated ~~necessary~~our initial business combination within the required time period, weour public shareholders may ~~also~~receive ~~look~~only toapproximately ~~complement~~$10.00 ~~and~~per ~~enhance~~public ~~the~~share, ~~capabilities~~or ofless ~~the~~in ~~target~~certain ~~business’~~circumstances, ~~management~~on ~~team~~the byliquidation ~~recruiting~~of ~~additional~~our ~~talent~~trust ~~through~~account and our ~~network~~warrants ofwill ~~contacts~~expire worthless.

• ~~Can~~If bethe ~~acquired~~net atproceeds ~~attractive~~of ~~valuation~~our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for 24 months following the closing of our initial public ~~market~~offering, ~~investors:~~it Wecould ~~will~~limit ~~seek~~the amount available to befund our search for a ~~disciplined~~target business or businesses and ~~valuation-centric~~our ~~steward~~ability ofto ~~the~~complete ~~capital~~our ~~that~~initial business combination, and we ~~invest~~will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination.

• ~~Have~~As anthe ~~attractive~~number ~~financial~~of ~~profile:~~special Wepurpose ~~will~~acquisition ~~seek~~companies toevaluating ~~acquire~~targets aincreases, ~~business~~attractive ~~with~~targets ~~low~~may ~~capital~~become ~~intensity,~~scarcer and ~~that~~there ~~has~~may ~~highly~~be ~~recurring,~~more ~~stable~~competition ~~cash~~for ~~flows~~attractive targets. This could increase the cost of our initial business combination and ~~operating~~could ~~leverage~~even result in our inability to find a target or to consummate an initial business combination.

• ~~Stand~~We tohave ~~benefit~~identified ~~from~~a ~~our~~material ~~value~~weakness ~~creation~~in ~~and~~our ~~impact~~internal ~~business~~control ~~practices:~~over Wefinancial ~~will~~reporting ~~seek~~related to ~~acquire~~the aaccounting ~~business~~of ~~where~~complex ~~the~~financial ~~collective~~instruments. ~~capabilities~~This ofmaterial ~~our~~weakness ~~management~~could ~~and~~continue ~~sponsors~~to ~~can~~adversely beaffect ~~leveraged~~our ability to ~~tangibly~~report ~~improve~~our ~~the~~results of operations and ~~market~~financial ~~position~~condition ofaccurately ~~the~~and ~~target~~in a timely manner.

~~These~~• ~~criteria~~The ~~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,~~risks ~~factors~~ and ~~criteria~~uncertainties that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in ~~the~~“Risk ~~final prospectus~~Factors” ~~related~~and toelsewhere ~~our initial public offering, would be~~ in ~~the~~this ~~form of tender offer documents or proxy solicitation materials that we would file with the U~~Report.~~S. Securities and Exchange Commission (the “SEC”).~~

3vi

Table of Contents

~~Value~~PART I ~~Creation and Impact Management~~

WeITEM ~~will leverage the strategic and transactional experience of management, utilizing our complementary expertise to bring advice and attention to the target as we maximize value creation~~1. We believe that our management’s integrated impact and value creation approach, resources, expertise, and extensive experience of roll-out and buy-and-build strategies will allow us to make businesses succeed, scale and achieve strong financial results. We will look closely at each stakeholder of the business (customers, employees, supply chain, community and the environment) to understand how the business’ activities deliver positive (or negative) social or environmental impacts, to then formulate a value creation strategy to reduce the most material negatives and enhance the most material positive impact outcomes. BUSINESS

WeOur ~~will~~Company ~~seek to:~~

•We ~~Set~~are ~~and~~a ~~enact~~blank ~~strategies~~check ~~which~~company ~~maximize~~incorporated as a Cayman Islands exempted company on July 29, 2020. We were incorporated for the ~~lockstep~~purpose ~~between~~of ~~financial~~effecting ~~growth~~a ~~and~~merger, ~~impact~~share ~~delivery;~~exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

•We ~~Develop~~are ~~and~~not ~~grow~~limited ~~the~~to ~~company~~a ~~through~~particular ~~expanded~~industry ~~product,~~or ~~service~~sector for purposes of consummating a business combination. We are an early stage and /emerging orgrowth ~~geographic~~company ~~offerings~~and, ~~organically~~ as ~~well~~such, aswe ~~through~~are ~~acquisitions~~subject to all of the risks associated with early-stage and ~~strategic~~emerging ~~transactions;~~growth companies.

We are seeing an increased focus on sustainability and impact during the

~~• Operate and create value through support of a strong impact and ESG profile or a transition toward best~~ten-~~in-class impact management practices;~~year

countdown to achieve the UN Sustainable Development Goals (“UN SDGs”) by 2030. This focus is driving numerous attractive and high-growth commercial opportunities that can contribute to the solution of complex global challenges such as: access to clean water, quality health services, education and reskilling, industrial innovation, reduction of waste, and combating climate change.

•Further, ~~Optimize~~we ~~the~~are ~~operational~~seeing ~~and~~that ~~commercial~~an ~~functions~~emphasis on better outcomes for all stakeholders is increasingly becoming a source of ~~the~~competitive ~~business~~advantage. toIt ~~mitigate~~is ~~issues~~already ~~and~~well-evidenced ~~capture~~that ~~opportunities~~businesses with ~~employees~~strong Environmental, ~~environment~~Social and Governance (“ESG”) practices can achieve attractive investment returns. In an era where more and more people want to work for, ~~suppliers~~buy from and invest in organizations that share their values, we believe companies that have a positive impact on society and the ~~community;~~planet will be better-placed to succeed and grow sustainably.

Our company was founded and is led by senior executives of AEA Investors LP (“AEA”) and Bridges Fund Management Ltd. (“Bridges”), both of which are affiliates of our sponsor. We believe our management team is well positioned to identify companies that align with our impact-driven investment focus and provide attractive risk-adjusted returns. Additionally, our association with AEA and Bridges brings a unique combination of

~~• Identify, monitor and recruit world~~best-in-class ~~talent;~~

private equity and impact management to our company. The

~~• Measure, manage and report financial and impact KPIs to our investors and stakeholders to enhance transparency and encourage ethical decision making at all levels of operation;~~AEA-Bridges

partnership will allow us to apply our experience of the last 50 years to our vision for the next 50 years.

On December 12, 2021, we entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”), by and among the us, Harley-Davidson, Inc., a Wisconsin corporation

~~• Develop an approach in sustainability reporting that reflects global best practices. This includes evaluating whether the B Certification process~~(“H-D”), the Global Reporting Initiative, the World Benchmarking Alliance targets and thresholds or the Sustainable Accounting Standards Boards materiality analyses will be appropriate. Using a combination of proprietary tools and best in class standards, we are confident that the acquired company will be able to evidence its impact according to best in class standards and practices;

LW EV Holdings, Inc., a Delaware corporation (to be renamed LiveWire Group, Inc. in connection with the Business Combination) (“HoldCo”), LW EV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”).

The Business Combination Agreement provides for the Business Combination, which includes, among other things, the consummation of the following transactions: (a) at least one day prior to the closing of the Business Combination (the “Closing”), we will undergo a domestication to become a Delaware corporation, in connection with which all of our outstanding ordinary shares will convert into common stock, par value $0.0001 per share, of the domesticated company, and each of our outstanding warrants will convert into a warrant to acquire one share of common stock of the domesticated company; (b) prior to the Closing, on the closing date,

~~• Foster relationships with sellers, capital providers and target management teams;~~H-D

and LiveWire will consummate the separation of the LiveWire business and the other transactions contemplated by the Separation Agreement, by and between

~~• Utilize our understanding of global financial markets and events, financing and overall corporate strategy options.~~H-D

and LiveWire, dated as of the closing date; (c) prior to the Closing, on the closing date, Merger Sub will merge with and into us, with us surviving as a direct, wholly owned subsidiary of HoldCo, and HoldCo will continue as the public company in the merger, with each share of common stock of the domesticated company being converted into the right of the holder thereof to receive one share of common stock, par value $0.0001, of HoldCo (“HoldCo Common Stock”); and (d) on the closing date, at the Closing, ElectricSoul, LLC (the “Company Equityholder”), a Delaware limited liability company and a subsidiary of

We believe that our management’s association with AEA, which has a long and successful investment track record, and their industry expertise, global reach, and ability to work in concert with families and founders, coupled with Bridges’ expertise in impact and value creation, trusted position in global networks of impact fund managers with mature assets seeking to exit, and familiarity with family offices and private equity sponsors who have exposure to and interest in sustainable and impact investing, will allow us to find and partner with a missionH-~~aligned enterprise that fits our vision to drive value. We believe our combined track record of successful investments across sectors~~D, ~~and the unique resources we bring to our portfolio companies, will be viewed favorably by target businesses.~~

shall consummate the Exchange (as defined in the Business Combination Agreement), pursuant to which HoldCo shall acquire from the Company Equityholder, and the Company Equityholder shall transfer, convey and deliver to HoldCo, all of the membership interests of LiveWire (“Company Equity”) and the Company Equityholder shall receive, in consideration for the transfer, conveyance and delivery of the Company Equity, 161 million shares of HoldCo Common Stock and the right to receive up to an additional 12.5 million shares of HoldCo Common Stock in the future (the

4 “Earn-Out

Shares”). HoldCo will continue as the public company following the consummation of the Business Combination with its shares trading on the New York Stock Exchange under the ticker symbol “LVW”.

~~Table~~1 ~~of Contents~~

~~Our~~Table ~~impact led and value underpinned approach will span the entire life-cycle~~ of our investment, leveraging AEA’s and Bridges’ extensive management partnership and value creation experience and Bridges’ specialist in-house impact management team, who will work hand-in-hand with the business to identify overall goals, metrics and targets that will drive improved performance. Our KPI tracking and reporting capabilities, including regular reviews and touch-points, and a clear understanding of performance within the public markets and responsible business universe, will provide a clear path to greater impact outcomes, will lead to a sustainable competitive advantage for a business, and will drive financial growth and attractive returns. Contents

Under the Business Combination Agreement,

~~Integrated Investment Approach Leveraging AEA and Bridges Expertise~~ H-D

has committed to a backstop facility (the “Backstop Facility”), whereby

Our management team’s objective is to leverage the investment expertise, value creation and impact management capabilities, and track record of financial success that underpin AEA and Bridges’ history, to create a unique platform to generate financial value and drive positive impact for our company. Our management believes that this provides us with a strong sourcing network for investment opportunities, and our distinctive and complementary expertise can have a transformative impact on a target business, adding value from a commercial, operational, strategic, and impact management perspective. H-D

has agreed to subscribe for shares of HoldCo Common Stock to fund redemptions by our shareholders in connection with the Business Combination in an aggregate amount of up to $100,000,000. Additionally, subject to the satisfaction of certain conditions,

~~AEA Investors~~ H-D

will cause the Company Equityholder to consummate, substantially concurrently with the Closing, the purchase by Company Equityholder of 10,000,000 shares of HoldCo Common Stock for a purchase price of $10.00 per share for an aggregate gross purchase price equal to $100,000,000.

AsConcurrently ofwith ~~December~~the ~~2020,~~execution ~~AEA managed over $15 billion~~ of ~~invested~~the ~~and~~Business ~~committed~~Combination ~~capital~~Agreement, onwe ~~behalf~~and ofHoldCo ~~sophisticated~~entered ~~investors~~into ~~worldwide. AEA’s funds span multiple~~ investment ~~strategies,~~agreements ~~including~~(the ~~buyouts~~“Investment ofAgreements”) ~~middle-market~~with ~~companies,~~KYMCO ~~buyouts~~and ofcertain ~~companies~~members ~~at the smaller-end~~ of the ~~middle-market~~KYMCO ~~and~~Group ~~mezzanine~~(collectively, ~~and~~the ~~senior~~“PIPE ~~debt investments~~Investors”). InPursuant ~~all,~~to ~~over~~ the ~~last~~Investment ~~20 years of its over 50 year history~~Agreements, ~~AEA~~the ~~has~~PIPE ~~been~~Investors anagreed ~~equity~~to orsubscribe ~~debt~~for ~~investor~~and inpurchase, ~~over~~and ~~290~~we ~~middle~~and ~~market~~HoldCo ~~businesses totaling~~agreed ~~over~~to ~~$16 billion~~issue ofand ~~invested~~sell ~~capital.~~to ~~The~~such ~~AEA~~investors, ~~buyout~~on ~~funds~~the ~~invest~~closing ~~across~~date, ~~three~~an ~~primary~~aggregate ~~sectors:~~of ~~Value-added Industrials~~10, ~~Consumer~~000,000 ~~and~~shares ~~Services~~of ~~while~~Holdco ~~the~~Common ~~AEA~~Stock ~~debt~~for ~~funds invest across~~ a ~~diverse~~purchase ~~set~~price of ~~industries~~$10.00 ~~AEA~~per ~~seeks to invest in well-positioned~~share, ~~strong~~for ~~cash~~aggregate ~~flow~~gross ~~businesses~~proceeds ~~which~~of ~~can benefit from AEA’s investment insights and improve operationally~~$100, ~~strategically~~000,000 ~~and~~(the ~~financially~~“PIPE Financing”). ~~AEA~~The ~~has~~closing aof ~~long~~the ~~and~~PIPE ~~successful~~Financing ~~track~~is ~~record~~contingent ~~of building businesses~~upon, ~~often~~among ~~within~~other ~~niche and complex subsectors of its core focus areas~~things, ~~and~~the insubstantially ~~particular~~concurrent ~~with~~consummation ~~family-~~of ~~and~~the ~~management-owned~~Business ~~or influenced businesses and corporate carve-outs~~Combination. ~~AEA~~The isInvestment ~~further~~Agreements ~~supplemented~~provide ~~through~~that anHoldCo ~~expansive~~will ~~sourcing~~grant ~~network~~the ofPIPE ~~intermediaries,~~Investors ~~managers,~~in ~~and other~~the ~~resources,~~PIPE ~~all~~Financing ~~motivated~~certain tocustomary ~~share~~registration ~~investment ideas and opportunities~~rights.

~~AEA~~Concurrently ~~believes~~with ~~that~~the ~~its~~execution ~~defining~~of ~~characteristic~~the isBusiness ~~its adherence~~Combination toAgreement, ~~providing~~we, ~~strategic~~our ~~advice~~sponsor and ~~focus~~certain onof ~~accelerating~~our ~~growth~~officers and ~~transformation~~directors toentered ~~create~~into ~~market~~an ~~leaders.~~insider ~~AEA~~letter ~~embodies~~agreement a(the ~~collaborative~~“Insider ~~approach~~Letter ~~with its management teams by investing in operations and marketing~~Agreement”), ~~research~~to ~~and~~amend ~~development, expanding~~the ~~distribution~~existing ~~channels,~~letter ~~developing new products and services~~agreement, ~~opening new locations, and making accretive acquisitions,~~ among ~~others. As a result~~us, ~~AEA~~our ~~has~~sponsor ~~established an extensive track record of empowering entrepreneurs~~ and ~~leadership teams~~certain ~~to operate their businesses as significant shareholders with a tremendous level~~ of ~~responsibility,~~our ~~authority,~~officers and ~~autonomy. Adhering to this time-tested~~directors, ~~disciplined~~dated ~~strategy, AEA has achieved success~~ as ~~an absolute return private equity investor capable~~ of ~~delivering consistent~~October 1, ~~attractive risk-adjusted returns through various economic and financial cycles. From December 1999 to December~~ 2020, ~~AEA’s~~to ~~private~~conform ~~equity~~to ~~buyout~~the ~~funds~~terms ~~have~~and ~~invested~~conditions ~~over $9.0 billion~~ of ~~invested capital~~the ~~across~~Business 79Combination ~~lower~~Agreement and ~~core~~the ~~middle~~ancillary ~~market~~agreements ~~companies.~~attached ~~During this time, all investment activity and firm strategy has had direct participation or oversight by AEA Executive Chairman John L~~thereto. ~~Garcia as either Partner, President, CEO or Chairman.~~

Concurrently with the execution of the Business Combination Agreement, our sponsor,

~~Bridges Fund Management~~ H-D,

LiveWire, HoldCo, and certain of our officers and directors entered into an agreement (the “Investor Support Agreement”), pursuant to which our sponsor and certain of our officers and directors agreed to, among other things, (i) vote all of their ordinary shares held of record or thereafter acquired in favor of each of the proposals to be voted upon at the general meeting of our shareholders, including approval of the Business Combination Agreement and the transactions contemplated thereby, (ii) waive any adjustment to the conversion ratio set forth in the amended and restated memorandum and article of association or any other anti-dilution or similar protection with respect to our Class B ordinary shares (and any other equity securities of the company or HoldCo for which our Class B ordinary shares are exchanged or converted), including in connection with the issuance of shares in connection with Business Combination or otherwise, including the PIPE Financing, (iii) be bound by certain transfer restrictions with respect to their ordinary shares and warrants prior to the Closing and (iv) forfeit and/or transfer up to an aggregate of 2,000,000 founder shares pursuant to the Investor Support Agreement, in each case, under certain circumstances and on the terms and subject to the conditions set forth in the Investor Support Agreement. In addition, the Investor Support Agreement provides that

For nearly 20 years, Bridges has been investing in solutions that are helping to build a more inclusive and sustainable economy. As of December 2020, Bridges has raised over £1.2 billion of capital from a range of institutional investors. Operating in the United Kingdom and the United States with an affiliate in Israel, Bridges has established a multiH-strategy platform, including buyouts of growth companies, long-term capital for mission-driven organizations, property investments and social outcome funds (which provide working capital and management support to help design and deliver Government-commissioned outcomes contracts). Bridges’ strong conviction – that building a better future for people and the planet is also a unique opportunity to unlock lasting economic value – has yielded a track record of success. Since 2002, it has led over 160 transactions and built a team of 40 specialist investment and impact management professionals. Bridges’ investment focus is closely aligned with the UN SDGs, and it uses the specific targets within the SDGs to originate its investments at an asset level. D

may be obligated to transfer a certain number of shares of HoldCo Common Stock owned by the Company Equityholder, under certain circumstances and on the terms and subject to the conditions set forth in the Investor Support Agreement.

For more information on the Business Combination and the transactions contemplated thereby, please refer to the Company’s Current Report on Form

5 8-K,

filed with the SEC on December 15, 2021 and the Company’s Registration Statement on Form

~~Table of Contents~~S-4

filed with the SEC on February 7, 2022.

~~Bridges~~BUSINESS ~~also~~STRATEGY strives to be an ethical and responsible asset-owner. It is a certified B Corporation, a designation for businesses that balance purpose and profit, and commit to ensuring that all potential stakeholders are considered in every decision; indeed, Bridges was recently named as a ‘Best for the World’ B Corp, a title given only to companies who score in the top 10% of all B Corps globally. Bridges was also awarded the highest possible mark of A+ in all three eligible categories of the 2019 and 2020 Principles for Responsible Investment: Strategy & Governance, Private Equity and Property, putting the firm in the highest rank of investment managers around the world. Bridges has also long been recognized as a thought-leader in impact measurement and management. Bridges Insights – Bridges’ not-for-profit field-building arm – currently hosts the Impact Management Project, an ambitious global initiative launched in 2016 to build consensus on how to measure, compare and report environmental and social impacts. The IMP convenes a Practitioner Community of over 2,000 organizations to debate and agree on impact management best practice. It also facilitates the IMP Structured Network, which has brought together some of the world’s leading standard-setting organizations to collaborate and coordinate their efforts to develop global standards. As a result of its involvement with IMP – coupled with its 20 years’ experience of investing for impact – Bridges is ideally-placed to provide best-in-class impact management support.

~~With~~Financial ~~the~~Value ~~support~~Creation ~~and experience of the AEA-Bridges partnership, we believe that we are~~ in aLockstep ~~unique position~~with toImpact ~~assess, identify and enhance the impact and growth potential of an enterprise to create value and generate returns.~~

We believe in the need to

~~INITIAL BUSINESS COMBINATION~~ re-shape

our economic system so that more people can thrive and fulfil their potential, while reducing our negative impact on our planet. Our mission is to invest in a company that can support this transition to a more inclusive and sustainable economy, and by doing so, achieve an attractive total return for investors. We plan to accelerate financial value creation within our target while also having a measurable net positive impact on the environment and society.

~~Our~~2 initial business combination must occur with one target business that has a fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of 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 an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.

WeTable ~~anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100%~~ of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the 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-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-business combination company owns or acquires 50% or more of the voting securities of the 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. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial Contents

We use the lens of the UN SDGs, which reflect social and environmental mega-trends that are

6 re-shaping

our world. The most successful companies of the next decade will find scalable solutions to these challenges that contribute to positive outcomes and unlock lasting economic value. By investing in a more inclusive and sustainable future – for example by creating jobs in underserved areas, finding smarter ways to increase access to clean water or reduce carbon emissions, or delivering better health or education outcomes – a company can consistently create both long-term economic value and measurable societal impact.

We intend to identify and complete our initial business combination with a company in an industry that aligns with our mission, complements the experience and skills of our management team and sponsors, and is focused on, or could benefit from,

~~Table of Contents~~best-in-class

investment expertise, value creation capabilities and impact management practices. We will have an integrated approach where impact and financial value creation are intertwined.

~~number~~Our ofinvestment ~~new~~strategy ~~shares,~~seeks ~~our shareholders immediately prior~~ to ~~our~~promote ~~initial~~responsible ~~business~~and ~~combination~~purposeful ~~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-business combination company~~standards, ~~the~~and ~~portion of such business or businesses that~~ is ~~owned~~focused ~~or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based~~ on the ~~aggregate~~following ~~value~~three oftypes ~~all~~ of ~~the~~companies: target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test.

To• ~~the~~Businesses ~~extent we effect our initial business combination with a company or business~~ that ~~may~~contribute bescalable ~~financially~~solutions ~~unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor~~ to ~~evaluate~~ the ~~risks~~UN ~~inherent~~SDGs, inwhich ahave ~~particular~~positive ~~target~~fundamental ~~business,~~growth wedrivers ~~cannot assure you~~ that wedeliver ~~will~~attractive ~~properly~~financial ~~ascertain~~returns orand ~~assess~~measurable ~~all significant risk factors.~~ impact;

~~The~~• ~~time~~Best-in-class ~~required~~businesses tothat ~~select~~benefit ~~and~~all ~~evaluate~~stakeholders, awhere ~~target~~we ~~business~~can ~~and~~leverage ~~to structure and complete~~ our ~~initial~~impact ~~business~~management ~~combination,~~expertise ~~and~~to maximize the ~~costs~~companies’ ~~associated~~positive ~~with this process~~impacts, ~~are~~build ~~not~~a ~~currently~~stronger ~~ascertainable~~brand ~~with any degree of certainty. Any costs incurred with respect to the identification~~ and ~~evaluation~~value ofproposition, ~~a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses~~ and ~~will~~drive ~~reduce~~financial ~~the~~return; ~~funds we can use to complete another business combination.~~ and

~~OTHER~~• ~~CONSIDERATIONS~~Businesses which do not currently have best in class impact management practices but where there is an opportunity to re-orient and transform currently negative aspects of business operations to generate positive outcomes; and in doing so, build a more sustainable and resilient business model with a more attractive, less risky and more future-proofed financial return.

WeWhile we are not ~~prohibited~~ ~~from~~limited ~~pursuing~~to ~~an initial business combination with~~ a ~~company~~particular ~~that~~industry isor ~~affiliated~~geographic ~~with our sponsor~~region, ~~officers or directors. In the event~~ we ~~seek~~believe ~~to complete~~ our ~~initial~~management ~~business~~and ~~combination~~sponsors’ ~~with~~experience aallows ~~company~~us ~~that~~to isevaluate ~~affiliated~~targets ~~with~~in ~~our~~industries ~~sponsor or~~such ~~any~~as ofvalue-added ~~our officers or directors~~industrials, ~~we,~~including orsustainable aenergy ~~committee~~and ofenergy ~~independent~~efficiency, ~~directors~~education, ~~will~~circular ~~obtain~~economy, anconsumer, ~~opinion~~healthcare, ~~from~~and ~~an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial~~ business ~~combination~~ ~~is fair to our company from a financial point of view~~services. ~~We are not required to obtain such an opinion in any other context.~~

We use a

In addition, certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, investment funds, accounts, cobest-~~investment vehicles and other entities managed by affiliates of AEA or Bridges and to certain companies~~ in which AEA or Bridges or such entities have invested. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which they have then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, they will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. Furthermore, we may, at our option, pursue an Affiliated Joint Acquisition opportunity with a party to which an officer or director has a fiduciary or contractual obligation. Any such party may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such party. Our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are legally and contractually permitted to undertake and that we are able to complete on a reasonable basis. class

impact management approach which is rooted in the work of the Impact Management Project (IMP). The IMP – which is facilitated by Bridges Insights, the field-building

~~However, we do~~ not expect these duties to materially affect our ability to complete our initial business combination. We believe this conflict of interest will be naturally mitigated, to some extent, by the differing nature of the acquisition targets AEA and Bridges typically consider most attractive for its investment funds and the types of acquisition targets we expect to find most attractive, in particular with our mission-driven approach and focus on UN SDGs. AEA’s traditional private equity activities typically involve investing in private companies, and while AEA may take companies public, it typically invests in those entities several years prior to an initial public offering, not at the time of such offering. Bridges’ traditional private equity activities typically involve making investments into companies that are much smaller than those that would be considered by our company. As a result, we may become aware of a potential transaction that is not a fit for ~~the traditional private equity activities of AEA or Bridges but is an attractive opportunity for us.~~ -profit

arm of Bridges Fund Management – is a forum for organizations to build consensus on how to measure, compare and report impacts on environmental and social issues. Its community of over 2,000 organizations has developed a framework that helps businesses to diagnose their material impacts on people and planet, so they can reduce the negative outcomes and enhance the positive outcomes.

Table of Contents

~~Our~~Sourcing & ~~sponsor,~~Selection officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our sponsor, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, certain of our officers and directors have time and attention requirements for investment funds, accounts, co-investment vehicles and other entities managed by affiliates of AEA or Bridges. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts, co-investment vehicles and other entities managed by affiliates of AEA or Bridges (including, without limitation, arising as a result of certain of our officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles and other entities), AEA and its affiliates or Bridges and its affiliates, as applicable, will resolve such conflicts of interest in their sole discretion and there can be no assurance that such conflict of interest will be resolved in our favor.

We will continue to seek to leverage AEA and Bridges’ significant reputation and extensive global network to access differentiated deal flow and to identify attractive acquisition targets. Furthermore, we expect our value proposition will be compelling to many companies that align with our mission-driven approach. This extends to companies currently outside of the already extensive

~~Status as a Public Company~~ AEA-Bridges

network who will be drawn to pursue a partnership with us to further enhance their impact and ultimate value over time. We think that our value proposition should resonate well with large family-owned private companies and with large corporates seeking to spin out high-growth divisions whose growth and value are not currently being reflected in the market by virtue of being embedded within a much larger corporate entity.

Through fundamental analysis we intend to identify sectors and

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

that are likely to contribute to the UN SDGs, and seek mission-aligned companies that share our vision and that we can help to grow and succeed financially.

~~Furthermore,~~We ~~once~~will acontinue ~~proposed~~to ~~business combination~~follow isa ~~completed,~~rigorous ~~the~~investment ~~target~~appraisal ~~business~~process ~~will~~that ~~have~~our ~~effectively~~sponsors ~~become~~have ~~public,~~implemented ~~whereas~~in antheir ~~initial~~respective ~~public~~organizations. ~~offering~~We ishave ~~always~~identified ~~subject to~~ the ~~underwriters’~~following ~~ability to complete the offering, as well as~~ general ~~market~~criteria ~~conditions,~~and guidelines which ~~could delay or prevent the offering from occurring or have negative valuation consequences. Once public,~~ we believe ~~the~~are ~~target~~important ~~business~~in ~~would~~evaluating ~~then~~prospective ~~have~~target ~~greater~~businesses. ~~access~~We tointend ~~capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability~~ to ~~use~~acquire ~~its~~one ~~shares~~or asmore ~~currency~~businesses ~~for~~or ~~acquisitions.~~entities ~~Being~~that awe ~~public~~believe: ~~company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.~~

~~While~~• weHave ~~believe~~operations that ~~our~~align ~~structure~~with ~~and~~ our ~~management~~investment ~~team’s~~theme: ~~backgrounds~~Using ~~make~~our usinvestment anstrategy, ~~attractive~~we ~~business partner,~~intend ~~some~~to ~~potential~~focus ~~target~~on businesses ~~may~~which ~~view~~currently ~~our~~have ~~status~~or ashave athe ~~blank~~potential ~~check~~to ~~company,~~benefit ~~such~~stakeholders asor ~~our~~contribute ~~lack~~to ofsolutions, anand ~~operating~~which ~~history~~have ~~and~~the ~~our~~potential ~~ability~~ to ~~seek~~grow ~~shareholder~~and ~~approval~~create offinancial ~~any proposed initial business combination, negatively~~value.

We• ~~are~~Have ~~an “emerging growth company,” as defined in Section 2(~~a) ofdefensible ~~the~~market ~~Securities~~position ~~Act~~and ~~of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we~~ are ~~eligible~~resilient to ~~take~~economic ~~advantage~~cycles: ofWe ~~certain~~intend ~~exemptions from various reporting requirements that are applicable~~ to ~~other~~acquire ~~public~~a ~~companies~~business that ~~are~~has ~~not “emerging~~attractive ~~growth~~secular ~~companies”~~market ~~including~~tailwinds, ~~but~~recession-resilient ~~not~~business ~~limited to~~models, ~~not~~a ~~being~~differentiated ~~required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act~~technology, ~~reduced~~product ~~disclosure~~or ~~obligations regarding executive compensation in our periodic reports and proxy statements~~service, ~~and~~distribution ~~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~~capabilities, ~~If some investors find our securities less attractive as a result~~relationships, ~~there~~or ~~may~~other becompetitive ~~a less active trading market for our securities and the prices of our securities may be more volatile~~advantages.

8• Have a strong management team: We intend to partner with management teams and/or sellers who are aligned with our impact mission and effort to create value. Where necessary, we may also look to complement and enhance the capabilities of the target business’ management team by recruiting additional talent through our network of contacts.

~~Table~~• Can be acquired at attractive valuation for public market investors: We intend to be a disciplined and valuation-centric steward of ~~Contents~~the capital that we invest.

In• ~~addition,~~Have ~~Section 107 of the JOBS Act also provides that~~ an ~~“emerging~~attractive ~~growth company”~~financial ~~can~~profile: ~~take~~We ~~advantage~~intend ofto ~~the~~acquire ~~extended transition period provided in Section 7(~~a~~)(2)(B)~~ ofbusiness ~~the Securities Act for complying~~ with ~~new~~low orcapital ~~revised~~intensity, ~~accounting~~and ~~standards.~~that Inhas ~~other~~highly ~~words~~recurring, anstable ~~“emerging~~cash ~~growth~~flows ~~company”~~and ~~can~~operating ~~delay the adoption of certain accounting standards until those standards would otherwise apply to private companies~~leverage. ~~We intend to take advantage of the benefits of this extended transition period.~~

We• ~~will~~Stand ~~remain~~to anbenefit ~~emerging~~from ~~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~~value ~~public~~creation ~~offering,~~and ~~(b) in~~impact ~~which~~business wepractices: ~~have~~We ~~total~~intend ~~annual gross revenue of at least $1.07 billion, or (c) in which we are deemed~~ to beacquire a ~~large~~business ~~accelerated~~where ~~filer, which means~~ the ~~market~~collective ~~value~~capabilities of our ~~Class A~~management ~~ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30,~~ and ~~(2) the~~sponsors ~~date~~can onbe ~~which~~leveraged ~~we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein~~ to ~~“emerging~~tangibly ~~growth~~improve ~~company” have~~ the ~~meaning~~operations ~~associated~~and ~~with~~market itposition inof the ~~JOBS Act~~target.

~~Additionally,~~These wecriteria are anot ~~“smaller~~intended ~~reporting~~to ~~company”~~be asexhaustive. ~~defined~~Any inevaluation ~~Item~~relating ~~10(f)(1)~~to the merits of ~~Regulation S-K.~~a ~~Smaller~~particular ~~reporting~~initial ~~companies~~business combination may ~~take~~be ~~advantage~~based, ofto ~~certain~~the ~~reduced~~extent ~~disclosure obligations~~relevant, ~~including,~~on ~~among~~these general guidelines as well as other ~~things~~considerations, ~~providing~~factors ~~only~~and ~~two~~criteria ~~years~~that ofour ~~audited~~management ~~financial~~may ~~statements~~deem relevant. WeIn ~~will~~the ~~remain~~event that we decide to enter into our initial business combination with a ~~smaller reporting~~target ~~company~~business ~~until~~that does not meet the ~~last~~above ~~day~~criteria ofand ~~any~~guidelines, ~~fiscal~~we ~~year~~will ~~for~~disclose sothat ~~long~~the astarget ~~either~~business ~~(1)~~ does not meet the ~~market~~above ~~value~~criteria ofin our ~~ordinary~~shareholder ~~shares~~communications ~~held~~related byto ~~non-affiliates~~our ~~did~~initial ~~not~~business ~~exceed~~combination, ~~$250 million~~which, as ofdiscussed in the ~~prior June 30,~~final orprospectus ~~(2)~~ related to our ~~annual~~initial ~~revenues~~public ~~did~~offering, ~~not~~would ~~exceed~~be ~~$100 million~~in ~~during~~the ~~such~~form ~~completed~~of ~~fiscal~~tender ~~year~~offer ~~and~~documents ~~the~~or ~~market~~proxy ~~value~~solicitation ofmaterials ~~our~~that ~~ordinary~~we ~~shares~~would ~~held~~file bywith ~~non-affiliates~~the ~~did~~U.S. ~~not~~Securities ~~exceed $500 million~~and asExchange ofCommission (the ~~prior June 30~~“SEC”).

~~Financial~~4 ~~Position~~

AsTable of December 31, 2020, we had approximately $400,085,104, before payment of the estimated non-reimbursed expenses of our initial public offering and $13,125,000 of deferred underwriting fees. With these funds available, 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

~~Effectuating~~Value ~~Our~~Creation ~~Initial~~and ~~Business Combination~~Impact Management

We will continue to leverage the strategic and transactional experience of management, utilizing our complementary expertise to bring advice and attention to the target as we maximize value creation. We believe that our management’s integrated impact and value creation approach, resources, expertise, and extensive experience of

~~General~~ roll-out

and

~~We are not presently engaged in any business operations~~ buy-and may continue not to engage in any business operations going forward. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of our initial public offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. -build

strategies will allow us to make businesses succeed, scale and achieve strong financial results. We will look closely at each stakeholder of the business (customers, employees, supply chain, community and the environment) to understand how the business’ activities deliver positive (or negative) social or environmental impacts, to then formulate a value creation strategy to reduce the most material negatives and enhance the most material positive impact outcomes.

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

9• Set and enact strategies which maximize the lockstep between financial growth and impact delivery;

~~Table~~• ofDevelop ~~Contents~~and grow the company through expanded product, service and / or geographic offerings, organically as well as through acquisitions and strategic transactions;

We• ~~may~~Operate ~~need~~and tocreate ~~obtain~~value ~~additional~~through ~~financing~~support toof ~~complete~~a ~~our~~strong ~~initial~~impact ~~business~~and ~~combination, either~~ESG ~~because~~profile ~~the transaction requires more cash than is available from the proceeds held in our trust account,~~ or ~~because we become obligated to redeem~~ a ~~significant~~transition ~~number~~toward ~~of our public shares upon completion of the business combination,~~ best-in-class ~~which case~~impact wemanagement may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. Other than the potential availability of the backstop arrangement with our sponsor, we are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise. practices;

~~Although~~• ~~our~~Optimize ~~management will assess~~ the ~~risks~~operational ~~inherent~~and incommercial afunctions ~~particular~~of ~~target~~the business ~~with~~to ~~which~~mitigate weissues ~~may~~and ~~combine,~~capture ~~we cannot~~opportunities ~~assure~~with ~~you~~employees, ~~that this assessment will result in our identifying all risks that a target business may encounter. Furthermore~~environment, ~~some of those risks may be outside of our control~~suppliers, ~~meaning~~and ~~that we can do nothing to control or reduce~~ the ~~chances that those risks will adversely affect a target business.~~ community;

~~Sources~~• ofIdentify, ~~Target~~monitor ~~Businesses~~and recruit world-class talent;

We• ~~anticipate that target business candidates will be brought to our attention from various unaffiliated sources~~Measure, ~~including~~manage ~~investment market participants, private equity groups, investment banking firms, consultants, accounting firms~~ and ~~large~~report ~~business~~financial enterprises. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since some of these sources will have read this Report or the final prospectus related to our initial public offering and ~~know~~impact ~~what~~KPIs ~~types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring~~ to our ~~attention~~investors target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and ~~directors.~~stakeholders While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to beenhance ~~determined~~transparency in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or their respective affiliates paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). We have agreed to pay an affiliate of our sponsor a total of up to $10,000 per month for office space, secretarial and ~~administrative~~encourage ~~support~~ethical ~~and~~decision tomaking ~~reimburse~~at ~~our sponsor~~all ~~for~~levels ~~any out-~~of~~-pocket~~ expenses related to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate. operation;

We• ~~are~~Develop ~~not prohibited from pursuing~~ an ~~initial~~approach ~~business~~in ~~combination~~sustainability ~~with~~reporting ~~a company~~ that isreflects ~~affiliated~~global ~~with~~best ~~our sponsor,~~practices. ~~officers~~This orincludes ~~directors.~~evaluating Inwhether the ~~event~~B weCertification ~~seek~~process, tothe ~~complete~~Global ~~our~~Reporting ~~initial~~Initiative, ~~business~~the ~~combination~~World ~~with~~Benchmarking aAlliance ~~company~~targets ~~that~~and isthresholds ~~affiliated~~or ~~with~~the ~~our~~Sustainable ~~sponsor~~Accounting orStandards ~~any~~Boards ofmateriality ~~our~~analyses ~~officers~~will orbe ~~directors,~~appropriate. ~~we,~~Using or a ~~committee~~combination of ~~independent~~proprietary ~~directors,~~tools ~~will~~and ~~obtain~~best ~~an opinion~~in ~~from~~class anstandards, ~~independent~~we ~~investment~~are ~~banking~~confident ~~firm or another independent entity~~ that ~~commonly~~the ~~renders~~acquired ~~valuation~~company ~~opinions~~will ~~that~~be ~~such~~able ~~initial business combination is fair~~ to ~~our~~evidence ~~company~~its ~~from~~impact aaccording ~~financial point of view. We are not required~~ to ~~obtain such~~best ~~an opinion~~ in ~~any~~class ~~other~~standards ~~context.~~and practices;

10• Foster relationships with sellers, capital providers and target management teams; and

~~Table~~• Utilize our understanding of ~~Contents~~global financial markets and events, financing and overall corporate strategy options.

~~Each~~We ofbelieve that our ~~officers~~management’s ~~and~~association ~~directors~~with ~~presently~~AEA, which has, a long and ~~any~~successful ofinvestment ~~them~~track inrecord, ~~the~~and ~~future~~their ~~may~~industry ~~have~~expertise, ~~additional,~~ ~~fiduciary~~global orreach, ~~contractual~~and ~~obligations~~ability to ~~other~~work ~~entities,~~in ~~including~~concert ~~entities~~with ~~that~~families ~~are~~and ~~affiliates~~founders, ofcoupled ~~our~~with ~~sponsor,~~Bridges’ ~~pursuant~~expertise toin ~~which~~impact ~~such~~and ~~officer~~value orcreation, ~~director~~trusted isposition orin ~~will~~global benetworks ~~required~~of toimpact ~~present~~fund amanagers ~~business~~with ~~combination~~mature ~~opportunity~~assets seeking to ~~such entity. Accordingly~~exit, ifand ~~any~~familiarity ofwith ~~our~~family ~~officers~~offices orand ~~directors~~private ~~becomes~~equity ~~aware~~sponsors ofwho ahave ~~business~~exposure ~~combination~~to ~~opportunity~~and ~~which~~interest isin ~~suitable~~sustainable ~~for~~and animpact ~~entity~~investing, will allow us to ~~which~~find heand orpartner ~~she~~with ~~has~~a ~~then~~mission-~~current~~aligned ~~fiduciary~~enterprise orthat ~~contractual~~fits ~~obligations,~~our hevision orto ~~she~~drive ~~will~~value. ~~honor~~We ~~his~~believe orour ~~her fiduciary~~combined ortrack ~~contractual~~record ~~obligations~~of tosuccessful ~~present~~investments ~~such~~across ~~business~~sectors, ~~combination~~and ~~opportunity~~the tounique ~~such~~resources ~~entity,~~we ~~subject~~bring to ~~their~~our ~~fiduciary~~portfolio ~~duties~~companies, ~~under~~will ~~Cayman~~be ~~Islands~~viewed ~~law~~favorably by target businesses.

~~Evaluation~~5 ~~of a Target Business and Structuring of Our Initial Business Combination~~

InTable evaluating a prospective target business, we conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews (including reports about the potential target prepared by third parties), interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team’s operational and capital planning experience. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction. Contents

Our impact led and value underpinned approach will span the entire life-cycle of our investment, leveraging AEA’s and Bridges’ extensive management partnership and value creation experience and Bridges’ specialist

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, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our management team, or their respective affiliates, for services rendered to or in connection with our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. -house

impact management team, who will work

~~Lack of Business Diversification~~ hand-in-hand

with the business to identify overall goals, metrics and targets that will drive improved performance. Our KPI tracking and reporting capabilities, including regular reviews and touch-points, and a clear understanding of performance within the public markets and responsible business universe, will provide a clear path to greater impact outcomes, will lead to a sustainable competitive advantage for a business, and will drive financial growth and attractive returns.

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

•Our ~~subject~~management usteam’s objective is to ~~negative~~leverage ~~economic~~the investment expertise, ~~competitive~~value creation and ~~regulatory~~impact ~~developments~~management capabilities, ~~any~~and ortrack ~~all~~record of ~~which~~financial ~~may~~success ~~have~~that underpin AEA and Bridges’ history, to create a ~~substantial~~unique ~~adverse~~platform to generate financial value and drive positive impact onfor ~~the~~our ~~particular~~company. ~~industry~~Our inmanagement ~~which~~believes wethat ~~operate~~this ~~after~~provides us with a strong sourcing network for investment opportunities, and our ~~initial~~distinctive and complementary expertise can have a transformative impact on a target business, ~~combination;~~adding value from a commercial, operational, strategic, and impact management perspective.

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

As of December 2021, AEA managed over $14 billion of invested and committed capital on behalf of sophisticated investors worldwide. AEA’s funds span multiple investment strategies, including buyouts of middle-market companies, buyouts of companies at the

~~Limited Ability to Evaluate the Target’s Management Team~~ smaller-end

of the middle-market, growth capital investments and mezzanine and senior debt investments. In all, over the last 20 years of its over 50 year history, AEA has been an equity or debt investor in over 300 middle market businesses totaling over $18.5 billion of invested capital. The AEA buyout funds invest across three primary sectors: Industrials, Consumer, and Services while the AEA debt funds invest across a diverse set of industries. AEA seeks to invest in well-positioned, strong cash flow businesses which can benefit from AEA’s investment insights and improve operationally, strategically, and financially. AEA has a long and successful track record of building businesses, often within niche and complex subsectors of its core focus areas, and in particular with family- and management-owned or influenced businesses and corporate carve-outs. AEA is further supplemented through an expansive sourcing network of intermediaries, managers, and other resources, all motivated to share investment ideas and opportunities.

~~Although~~AEA webelieves ~~closely~~that ~~scrutinize~~its ~~the~~defining ~~management~~characteristic ofis aits ~~prospective~~adherence ~~target~~to ~~business~~providing ~~when~~strategic ~~evaluating~~advice ~~the~~and ~~desirability~~focus ofon ~~effecting~~accelerating ~~our~~growth ~~initial business~~and ~~combination~~transformation ~~with~~to ~~that~~create ~~business,~~market ~~our~~leaders. ~~assessment~~AEA ofembodies ~~the~~a ~~target~~collaborative ~~business’s~~approach ~~management~~with ~~may~~its ~~not~~management ~~prove~~teams toby beinvesting ~~correct.~~in Inoperations ~~addition~~and marketing, ~~the~~research ~~future~~and ~~management~~development, ~~may~~expanding ~~not~~distribution ~~have the necessary skills~~channels, ~~qualifications~~developing ornew ~~abilities~~products toand ~~manage~~services, aopening ~~public company.~~new ~~Furthermore~~locations, ~~the~~and ~~future~~making ~~role~~accretive ofacquisitions, ~~members~~among ofothers. ~~our~~As ~~management~~a ~~team~~result, ifAEA ~~any,~~has inestablished ~~the~~an ~~target~~extensive ~~business~~track ~~cannot~~record ~~presently~~of beempowering ~~stated~~entrepreneurs ~~with~~and ~~any~~leadership ~~certainty.~~teams ~~The~~to ~~determination~~operate their businesses as tosignificant ~~whether~~shareholders ~~any~~with ofa ~~the~~tremendous ~~members~~level of ~~our~~responsibility, ~~management~~authority, ~~team~~and ~~will~~autonomy. ~~remain~~Adhering ~~with~~to ~~the combined~~this ~~company~~time-tested, ~~will~~disciplined bestrategy, ~~made~~AEA athas ~~the~~achieved ~~time~~success ofas ~~our~~an ~~initial~~absolute ~~business~~return ~~combination.~~private ~~While~~equity itinvestor iscapable ~~possible~~of ~~that~~delivering ~~one~~consistent, orattractive ~~more~~risk-adjusted ofreturns ~~our~~through ~~directors~~various ~~will~~economic ~~remain~~and ~~associated~~financial incycles. ~~some~~From ~~capacity~~December ~~with~~1999 usto ~~following~~December ~~our~~2021, ~~initial~~AEA’s ~~business~~private ~~combination,~~equity itbuyout isfunds ~~unlikely~~have ~~that~~invested ~~any~~ over $12 billion of ~~them~~invested ~~will~~capital ~~devote~~across ~~their~~90 ~~full~~lower ~~efforts~~and tocore ~~our~~middle ~~affairs~~market ~~subsequent~~companies. toDuring ~~our~~this ~~initial~~time, ~~business~~all ~~combination.~~investment ~~Moreover,~~activity weand ~~cannot~~firm ~~assure~~strategy ~~you~~has ~~that~~had ~~members~~direct ofparticipation ~~our~~or ~~management~~oversight ~~team~~by ~~will~~AEA ~~have~~Executive ~~significant~~Chairman ~~experience~~John orL. ~~knowledge~~Garcia ~~relating~~as toeither ~~the~~Partner, ~~operations~~President, ofChief ~~the particular~~Executive ~~target~~Officer ~~business~~or Chairman.

116

Table of Contents

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

~~Following~~For anearly ~~business~~20 ~~combination~~years, weBridges ~~may~~has ~~seek~~been toinvesting ~~recruit~~in ~~additional~~solutions ~~managers~~that are helping to ~~supplement~~build ~~the~~a ~~incumbent~~more ~~management~~inclusive and sustainable economy. As of December 2021, Bridges has raised over £1.2 billion of capital from a range of institutional investors. Operating in the ~~target~~United ~~business~~Kingdom and the United States with an affiliate in Israel, Bridges has established a multi-strategy platform, including buyouts of growth companies, long-term capital for mission-driven organizations, property investments and social outcome funds (which provide working capital and management support to help design and deliver Government-commissioned outcomes contracts). ~~We cannot~~Bridges’ ~~assure~~strong ~~you~~conviction – that webuilding ~~will~~a ~~have~~better future for people and the ~~ability~~planet is also a unique opportunity to ~~recruit~~unlock ~~additional~~lasting ~~managers~~economic value – has yielded a track record of success. Since 2002, orit ~~that~~has ~~additional~~led ~~managers~~over ~~will~~160 ~~have~~transactions and built a team of 40 specialist investment and impact management professionals. Bridges’ investment focus is closely aligned with the ~~requisite~~UN ~~skills~~SDGs, ~~knowledge~~and orit ~~experience~~uses ~~necessary~~the tospecific ~~enhance~~targets within the ~~incumbent~~SDGs ~~management~~to originate its investments at an asset level.

Bridges also strives to be an ethical and responsible asset-owner. It is a certified B Corporation, a designation for businesses that balance purpose and profit, and commit to ensuring that all potential stakeholders are considered in every decision; indeed, Bridges was recently named as a ‘Best for the World’ B Corp, a title given only to companies who score in the top 10% of all B Corps globally. Bridges was also awarded the highest possible mark of A+ in all three eligible categories of the 2019 and 2020 Principles for Responsible Investment: Strategy & Governance, Private Equity and Property, putting the firm in the highest rank of investment managers around the world. Bridges has also long been recognized as a thought-leader in impact measurement and management. Bridges Insights – Bridges’

~~Shareholders May Not Have the Ability to Approve Our Initial Business Combination~~ not-for-profit

field-building arm – currently hosts the Impact Management Project, an ambitious global initiative launched in 2016 to build consensus on how to measure, compare and report environmental and social impacts. The IMP convenes a Practitioner Community of over 2,000 organizations to debate and agree on impact management best practice. It also facilitates the IMP Structured Network, which has brought together some of the world’s leading standard-setting organizations to collaborate and coordinate their efforts to develop global standards. As a result of its involvement with IMP – coupled with its 20 years’ experience of investing for impact – Bridges is ideally-placed to provide

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

impact management support.

With the support and experience of the

~~Under the NYSE’s listing rules, shareholder approval would typically be required for our initial business combination if, for example:~~ AEA-Bridges

partnership, we believe that we are in a unique position to assess, identify and enhance the impact and growth potential of an enterprise to create value and generate returns.

•INITIAL WeBUSINESS ~~issue~~COMBINATION ~~ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering);~~

•Our ~~Any~~initial business combination must occur with one target business that has a fair market value of ~~our~~at ~~directors,~~least ~~officers~~80% orof ~~substantial~~the ~~security~~net ~~holder~~assets held in the trust account (asexcluding ~~defined~~the bydeferred underwriting commissions and taxes payable on the ~~NYSE~~interest ~~rules~~earned on the trust account) ~~has~~at the time of signing a 5%definitive oragreement ~~greater~~in ~~interest,~~connection ~~directly~~with orour ~~indirectly,~~initial inbusiness combination. If our board of directors is not able to independently determine the fair market value of the target business or ~~assets~~businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be ~~acquired~~able to make an independent determination of the fair market value of a target business or ~~otherwise~~businesses, ~~and~~it may be unable to do so if the ~~present~~board is less familiar or ~~potential~~experienced ~~issuance~~with ofthe ~~ordinary~~target ~~shares~~company’s ~~could~~business, ~~result~~there inis ana ~~increase~~significant inamount ~~issued~~of ~~and~~uncertainty ~~outstanding~~as ~~ordinary~~to ~~shares~~the value of the company’s assets or ~~voting~~prospects, ~~power~~including if such company is at an early stage of 1%development, operations or ~~more~~growth, (or 5%if the anticipated transaction involves a complex financial analysis or ~~more~~other ifspecialized skills and the ~~related~~board ~~party~~determines ~~involved~~that isoutside ~~classified~~expertise aswould be helpful or necessary in conducting such ~~solely~~analysis. ~~because~~Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such ~~person~~opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a ~~substantial~~proposed ~~security~~transaction ~~holder);~~will orinclude such opinion.

•We ~~The~~anticipate ~~issuance~~structuring orour ~~potential~~initial ~~issuance~~business ofcombination ~~ordinary~~so that the post-business combination company in which our public shareholders own shares will ~~result~~own inor acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our ~~undergoing~~initial business combination such that the post-business combination 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-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a ~~change~~controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of ~~control~~1940, as amended (the “Investment Company Act”). Even if the post-business combination company owns or acquires 50% or more of

~~The~~7 decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and reasons, which include a variety of factors, including, but not limited to:

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

•the voting securities of the ~~expected~~target, ~~cost~~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. For example, we could pursue a transaction in which we issue a substantial number of ~~holding~~new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a ~~shareholder~~target. ~~vote;~~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-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test.

•To the ~~risk~~extent we effect our initial business combination with a company or business that ~~the~~may ~~shareholders~~be ~~would~~financially ~~fail~~unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to ~~approve~~evaluate the ~~proposed~~risks inherent in a particular target business, ~~combination;~~we cannot assure you that we will properly ascertain or assess all significant risk factors.

•The ~~other~~ time required to select and ~~budget~~evaluate ~~constraints~~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 ~~company;~~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.

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

~~Permitted~~We ~~Purchases~~are ~~and~~not ~~Other~~prohibited ~~Transactions~~from pursuing an initial business combination with ~~Respect~~a company that is affiliated with our sponsor, officers or directors. In the event we seek to ~~Our~~complete ~~Securities~~our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such 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.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into co-investment

vehicles and other entities managed by affiliates of AEA or Bridges and to certain companies in which AEA or Bridges or such entities have invested. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which they have then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, they will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. Furthermore, we may, at our option, pursue an Affiliated Joint Acquisition opportunity with a party to which an officer or director has a fiduciary or contractual obligation. Any such party may

12 co-invest

with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such party. Our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are legally and contractually permitted to undertake and that we are able to complete on a reasonable basis.

~~Table~~However, we do not expect these duties to materially affect our ability to complete our initial business combination. We believe this conflict of ~~Contents~~interest will be naturally mitigated, to some extent, by the differing nature of the acquisition targets AEA and Bridges typically consider most attractive for its investment funds and the types of acquisition targets we expect to find most attractive, in particular with our mission-driven approach and focus on

~~transactions~~8 with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

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

~~The~~UN ~~purpose~~SDGs. ofAEA’s ~~any~~traditional ~~such~~private ~~transaction could~~equity beactivities totypically ~~(i) vote~~involve investing in ~~favor~~private ofcompanies, ~~the business combination~~ and ~~thereby~~while ~~increase~~AEA ~~the~~may ~~likelihood~~take ofcompanies ~~obtaining shareholder approval of the business combination~~public, ~~(ii) reduce~~it ~~the~~typically ~~number~~invests ofin ~~public~~those ~~warrants~~entities ~~outstanding~~several oryears ~~vote~~prior ~~such~~to ~~warrants~~an oninitial ~~any matters~~public ~~submitted~~offering, tonot at the ~~warrant~~time ~~holders~~of ~~for~~such ~~approval~~offering. inBridges’ ~~connection~~traditional ~~with~~private ~~our~~equity ~~initial~~activities ~~business~~typically ~~combination~~involve ormaking ~~(iii) satisfy~~investments ainto ~~closing~~companies ~~condition~~that inare anmuch ~~agreement~~smaller ~~with~~than athose ~~target~~ that ~~requires~~would usbe toconsidered ~~have~~by aour ~~minimum~~company. ~~net~~As ~~worth or~~ a ~~certain~~result, ~~amount~~we ~~of cash~~may atbecome ~~the~~aware ~~closing~~ of ~~our~~a ~~initial~~potential ~~business~~transaction ~~combination, where it appears~~ that ~~such~~is ~~requirement would otherwise~~ not bea ~~met.~~fit ~~Any~~for ~~such~~the ~~purchases~~traditional ofprivate ~~our~~equity ~~securities~~activities ~~may result in the completion~~ of ~~our~~AEA ~~initial~~or ~~business~~Bridges ~~combination~~but ~~that~~is ~~may~~an ~~not~~attractive ~~otherwise have~~opportunity ~~been~~for ~~possible~~us.

Our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our sponsor, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, certain of our officers and directors have time and attention requirements for investment funds, accounts,

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

vehicles and other entities managed by affiliates of AEA or Bridges. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts,

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

vehicles and other entities managed by affiliates of AEA or Bridges (including, without limitation, arising as a result of certain of our officers and directors being required to offer acquisition opportunities to such investment funds, accounts,

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

vehicles and other entities), AEA and its affiliates or Bridges and its affiliates, as applicable, will resolve such conflicts of interest in their sole discretion and there can be no assurance that such conflict of interest will be resolved in our favor.

~~Redemption~~Status ~~Rights~~as ~~for~~a Public ~~Shareholders~~ ~~upon~~Company ~~Completion of Our Initial Business Combination~~

We ~~will~~believe ~~provide~~ our structure makes us an attractive business combination partner to target businesses. As an existing public ~~shareholders~~company, ~~with~~we ~~the~~offer ~~opportunity~~a target business an alternative to ~~redeem~~ ~~all~~the traditional initial public offering through a merger or other business combination with us. In a ~~portion~~business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock, shares or other equity interests in the target business for our Class A ordinary shares ~~upon~~(or ~~the~~shares ~~completion~~ of ~~our~~a ~~initial~~new ~~business~~holding ~~combination~~company) ator for a ~~per-share~~combination ~~price,~~of ~~payable~~our inClass A ordinary shares and cash, ~~equal~~allowing us to tailor the ~~aggregate~~consideration ~~amount~~to ~~then~~the onspecific ~~deposit~~needs inof the ~~trust~~ ~~account~~sellers. ~~calculated~~We asbelieve oftarget ~~two~~businesses ~~business~~will ~~days~~find ~~prior~~this method a more expeditious and cost effective method to becoming a public company than the ~~consummation~~typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the ~~initial~~typical business combination, ~~including~~transaction ~~interest~~process, ~~earned~~and onthere ~~the~~are ~~funds~~significant ~~held~~expenses in the ~~trust~~initial ~~account~~public offering process, including underwriting discounts and ~~not~~commissions, ~~previously~~that ~~released~~may tonot usbe present to ~~pay~~the ~~our~~same ~~income~~extent ~~taxes,~~in ifconnection ~~any, divided~~with bya ~~the~~business ~~number~~combination ofwith ~~then-outstanding~~us. ~~public~~

13Furthermore, 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 or have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

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

~~shares,~~We ~~subject~~are toan ~~the~~“emerging ~~limitations~~growth ~~described~~company,” ~~herein.~~as ~~The~~defined ~~amount~~ in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that Section 2(a) ~~beneficial~~of ~~holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon~~ the ~~completion~~Securities Act of ~~our initial business combination with respect to our warrants. Further~~1933, weas ~~will not proceed with redeeming our public shares~~amended, ~~even~~or ifthe ~~a public~~Securities ~~shareholder has properly elected to redeem its shares~~Act, ifas amodified ~~business~~by ~~combination~~the ~~does~~Jumpstart ~~not close.~~ Our ~~sponsor~~Business ~~and~~Startups ~~each~~Act ~~member~~ of ~~our~~2012, ~~management~~or ~~team~~the ~~have~~JOBS ~~entered~~Act. ~~into~~As ~~an agreement with us~~such, ~~pursuant~~we toare ~~which~~eligible ~~they have agreed~~ to ~~waive~~take ~~their redemption~~advantage ~~rights with respect to any founder shares and public shares held by them in connection with (i) the completion~~ of ~~our~~certain ~~initial~~exemptions ~~business~~from ~~combination~~various ~~and~~reporting ~~(ii) a~~requirements ~~shareholder~~that ~~vote~~are toapplicable ~~approve an amendment~~ to ~~our~~other ~~amended~~public ~~and~~companies ~~restated memorandum and articles of association (A)~~ that ~~would~~are ~~modify~~not ~~the~~“emerging ~~substance~~growth orcompanies” ~~timing~~including, ofbut ~~our~~not ~~obligation~~limited to, ~~provide~~not ~~holders~~being ofrequired ~~our Class A ordinary shares the right~~ to ~~have~~comply ~~their shares redeemed in connection~~ with ~~our~~the ~~initial~~auditor ~~business combination~~attestation orrequirements ~~to redeem 100%~~ of ~~our~~Section 404 ~~public shares if we do not complete our initial business combination within 24 months from the closing~~ of ~~our initial public offering or (B) with respect to any other provision relating to~~ the ~~rights~~Sarbanes-Oxley ~~of holders~~Act, ~~of our Class A ordinary shares.~~

~~Limitations~~9 ~~on Redemptions~~

~~Our~~Table ~~amended and restated memorandum and articles~~ of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). However, the proposed business combination may require: (i) cash consideration to be paid to the 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. Contents

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a

~~Manner of Conducting Redemptions~~ non-binding

advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved, If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

WeIn ~~will~~addition, ~~provide~~Section 107 ~~our~~of ~~public shareholders with~~ the ~~opportunity~~JOBS toAct ~~redeem~~also ~~all~~provides orthat aan ~~portion~~“emerging ofgrowth ~~their~~company” ~~Class A~~can ~~ordinary~~take ~~shares~~advantage ~~upon~~of the ~~completion~~ ofextended ~~our~~transition ~~initial~~period ~~business~~provided ~~combination either (i)~~ in ~~connection with~~ Section 7(a ~~general meeting called to approve the business combination or~~ )(ii2) by(B) ~~means~~ of athe ~~tender~~Securities ~~offer.~~Act ~~The~~for ~~decision~~complying aswith tonew ~~whether we will seek shareholder approval of a proposed business combination~~ or ~~conduct~~revised aaccounting ~~tender~~standards. ~~offer~~In ~~will~~other ~~be made by us~~words, ~~solely~~an in“emerging ~~our~~growth ~~discretion,~~company” ~~and~~can ~~will~~delay ~~be based on a variety of factors such as~~ the ~~timing~~adoption of ~~the~~certain ~~transaction~~accounting ~~and~~standards ~~whether~~until ~~the~~those ~~terms~~standards ~~of the transaction~~ would ~~require~~otherwise usapply to ~~seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign~~ private ~~issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules)~~companies. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We ~~currently~~ intend to ~~conduct~~take ~~redemptions~~advantage inof ~~connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to~~ the ~~tender~~benefits ~~offer rules~~ of ~~the~~this ~~SEC~~extended ~~for~~transition ~~business or other reasons~~period. ~~So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with the NYSE rules.~~

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

exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in

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

debt during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation

~~• file proxy materials with the SEC~~S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by

14 non-affiliates

equaled or exceeded $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by

~~Table of Contents~~non-affiliates

equals or exceeds $700 million as of the prior June 30.

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

As of December 31, 2021, we had approximately $400,252,880, before payment of the estimated

If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial purchaser’s founder shares, we would need 12,500,001, or 31.25% (assuming all issued and outstanding shares are voted), or 1 (assuming only the minimum number of shares representing a quorum are voted), of the 40,000,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. non-reimbursed

expenses of our initial public offering and $13,125,000 of deferred underwriting fees. With these funds available, 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.

IfEffectuating weOur ~~conduct~~Initial ~~redemptions~~Business ~~pursuant~~Combination ~~to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:~~

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

•We ~~file~~are ~~tender~~not ~~offer~~presently ~~documents~~engaged ~~with~~in ~~the~~any ~~SEC~~business ~~prior~~operations and may continue not to ~~completing~~engage in any business operations going forward. We intend to effectuate our initial business combination ~~which~~using ~~contain~~cash ~~substantially~~from the ~~same~~proceeds ~~financial~~of our initial public offering and ~~other~~the ~~information~~placement ~~about~~of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination ~~and~~(pursuant to forward purchase agreements or backstop agreements we may enter into following the ~~redemption~~consummation ~~rights~~of asour isinitial ~~required~~public ~~under~~offering ~~Regulation~~or ~~14A~~otherwise), shares issued to the owners of the ~~Exchange~~target, ~~Act~~debt issued to bank or other lenders or the owners of the target, ~~which~~or ~~regulates~~a combination of the ~~solicitation~~foregoing or other sources. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of ~~proxies~~development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

~~Upon~~If ~~the public announcement of~~ our initial business combination, ifis wepaid ~~elect~~for tousing ~~conduct~~equity ~~redemptions~~or ~~pursuant~~debt, toor not all of the ~~tender~~funds ~~offer~~released ~~rules,~~from ~~we and~~the ~~our~~trust ~~sponsor~~account ~~will~~are ~~terminate~~used ~~any~~for ~~plan~~payment ~~established~~of the consideration in ~~accordance~~connection with ~~Rule~~our ~~10b5-1~~initial tobusiness ~~purchase~~combination or used for redemptions of our Class A ordinary shares, inwe may apply the ~~open~~balance ~~market,~~of inthe ~~order~~cash released to ~~comply~~us ~~with~~from ~~Rule 14e~~the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-5business ~~under~~combination company, the ~~Exchange~~payment ~~Act~~of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

In10 the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.

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

IfWe wemay ~~seek~~need ~~shareholder~~to ~~approval~~obtain ofadditional financing to complete our initial business combination, ~~and~~either webecause dothe ~~not~~transaction ~~conduct~~requires ~~redemptions~~more incash ~~connection~~than ~~with~~is ~~our~~available ~~initial~~from ~~business~~the ~~combination~~proceeds ~~pursuant~~held toin ~~the~~our ~~tender~~trust ~~offer rules~~account, ~~our~~or ~~amended~~because ~~and~~we ~~restated~~become ~~memorandum~~obligated ~~and~~to ~~articles~~redeem ofa ~~association~~significant ~~provide~~number ~~that~~of aour public ~~shareholder, together~~shares ~~with~~upon ~~any~~completion ~~affiliate~~ of ~~such~~the ~~shareholder~~business orcombination, ~~any~~in ~~other~~which ~~person~~case ~~with~~we ~~whom~~may ~~such~~issue ~~shareholder~~additional issecurities ~~acting~~or incur debt in ~~concert~~connection orwith assuch abusiness ~~“group”~~combination. ~~(as~~There ~~defined~~are ~~under~~no ~~Section 13~~prohibitions ofon ~~the~~our ~~Exchange~~ability ~~Act),~~to ~~will~~issue besecurities ~~restricted~~or ~~from~~incur ~~redeeming~~debt ~~its~~in ~~shares~~connection with ~~respect~~ toour ~~more~~initial ~~than~~business ancombination. ~~aggregate~~Other ofthan ~~15%~~the potential availability of the ~~shares~~backstop ~~sold~~arrangement inwith our ~~initial~~sponsor, ~~public~~we ~~offering,~~are ~~which~~not wecurrently ~~refer~~a party to asany ~~“Excess~~arrangement ~~Shares~~or understanding with any third party with respect to raising any additional funds through the sale of securities,” ~~without~~the ~~our~~incurrence ~~prior~~of debt or otherwise.

15Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

~~Table~~Sources of ~~Contents~~Target Businesses

Target business candidates are brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since some of these sources will have read this Report or the final prospectus related to our initial public offering and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or their respective affiliates paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). We have agreed to pay an affiliate of our sponsor a total of up to $10,000 per month for office space, secretarial and administrative support and may reimburse our sponsor for any

consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the thenout-~~current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate~~ of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. pocket

expenses related to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate.

~~However~~We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we ~~would~~seek ~~not~~to becomplete ~~restricting~~our initial business combination with a company that is affiliated with our ~~shareholders’~~sponsor ~~ability~~or toany ~~vote~~of ~~all~~our officers or directors, we, or a committee of ~~their~~independent ~~shares (including~~directors, ~~Excess~~will ~~Shares)~~obtain ~~for~~an opinion from an independent investment banking firm or ~~against~~another ~~our~~independent entity that commonly renders valuation opinions that such 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.

~~Tendering~~11 ~~Share Certificates in Connection with a Tender Offer or Redemption Rights~~

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

~~There~~Each isof aour ~~nominal~~officers ~~cost~~and ~~associated~~directors ~~with~~presently ~~the~~has, ~~above-referenced~~and ~~tendering~~any ~~process~~of ~~and~~them in the ~~act~~future ofmay ~~certificating~~have, ~~the~~additional, ~~shares~~fiduciary or ~~delivering~~contractual ~~them through~~obligations ~~the~~to ~~DWAC~~other ~~System.~~entities, ~~The~~including ~~transfer~~entities ~~agent~~that ~~will~~are ~~typically~~affiliates ~~charge~~of ~~the~~our ~~tendering~~sponsor, ~~broker~~pursuant ato ~~fee~~which ofsuch ~~approximately~~officer ~~$80.00~~or ~~and~~director itis ~~would~~or will be uprequired to ~~the~~present ~~broker~~a ~~whether~~business orcombination ~~not~~opportunity to ~~pass~~such ~~this~~entity. ~~cost~~Accordingly, onif toany ~~the~~of ~~redeeming~~our ~~holder.~~officers ~~However,~~or ~~this~~directors ~~fee~~becomes ~~would~~aware beof ~~incurred regardless~~a ofbusiness ~~whether~~combination oropportunity ~~not~~which weis ~~require~~suitable ~~holders~~for ~~seeking~~an entity to ~~exercise~~which ~~redemption~~he ~~rights~~or toshe ~~tender~~has ~~their~~then-current ~~shares.~~fiduciary ~~The~~or ~~need~~contractual toobligations, ~~deliver~~he ~~shares~~or isshe awill ~~requirement~~honor ofhis ~~exercising~~or ~~redemption~~her ~~rights~~fiduciary ~~regardless~~or ofcontractual ~~the~~obligations ~~timing~~to ofpresent ~~when~~such business combination opportunity to such ~~delivery~~entity, ~~must~~subject ~~be effectuated~~to their fiduciary duties under Cayman Islands law.

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

16In evaluating a prospective target business, we conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews (including reports about the potential target prepared by third parties), interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We also utilize our management team’s operational and capital planning experience. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

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

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

IfFor ~~our~~an ~~initial~~indefinite ~~business~~period ~~combination~~of istime ~~not~~after ~~approved~~the orcompletion ~~completed~~of ~~for~~our ~~any~~initial ~~reason~~business combination, ~~then~~the prospects for our ~~public~~success ~~shareholders~~may ~~who~~depend ~~elected~~entirely toon ~~exercise~~the ~~their redemption~~future ~~rights~~performance ~~would~~of ~~not~~a besingle ~~entitled~~business. toUnlike ~~redeem~~other ~~their~~entities ~~shares~~that ~~for~~have the ~~applicable~~resources ~~pro~~to ~~rata~~complete ~~share~~business ofcombinations ~~the~~with ~~trust~~multiple ~~account.~~entities Inin ~~such~~one ~~case~~or several industries, it is probable that we will ~~promptly~~not ~~return~~have ~~any~~the ~~certificates~~resources ~~delivered~~to bydiversify ~~public~~our ~~holders~~operations ~~who~~and ~~elected~~mitigate tothe ~~redeem~~risks ~~their~~of ~~shares~~being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

If• ~~our~~subject ~~initial~~us ~~proposed~~to ~~business~~negative ~~combination~~economic, iscompetitive ~~not~~and ~~completed~~regulatory developments, weany ~~may~~or ~~continue~~all toof ~~try~~which tomay ~~complete~~have a ~~business~~substantial ~~combination~~adverse ~~with~~impact aon ~~different target~~the ~~until~~particular 24industry ~~months~~in ~~from~~which ~~the~~we ~~closing~~operate ofafter our initial ~~public~~business ~~offering.~~combination; and

~~Redemption~~• ofcause ~~Public~~us ~~Shares~~to depend on the marketing and ~~Liquidation~~sale Ifof Noa ~~Initial~~single ~~Business Combination~~product or limited number of products or services.

~~Our~~Limited ~~amended~~Ability ~~and restated memorandum and articles of association provide that we have only 24 months from the closing of our initial public offering~~ to ~~consummate~~Evaluate ~~an initial business combination. If we have not consummated an initial business combination within 24 months from~~ the closing of our initial public offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholdersTarget’s ~~rights~~Management asTeam shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of our initial public offering. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

~~Our~~Although ~~sponsor~~we ~~and~~closely ~~each~~scrutinize ~~member~~the management of ~~our~~a ~~management~~prospective ~~team~~target ~~have~~business ~~entered~~when ~~into~~evaluating anthe ~~agreement~~desirability of effecting our initial business combination with usthat business, ~~pursuant~~our assessment of the target business’s management may not prove to ~~which~~be ~~they~~correct. In addition, the future management may not have ~~agreed~~the tonecessary ~~waive~~skills, ~~their rights~~qualifications or abilities to ~~liquidating~~manage ~~distributions~~a ~~from~~public company. Furthermore, the ~~trust~~future ~~account~~role of members of our management team, if any, in the target business cannot presently be stated with ~~respect~~any certainty. The determination as to whether any ~~founder~~of ~~shares~~the ~~they~~members ~~hold~~of ifour wemanagement ~~fail~~team towill ~~consummate~~remain anwith ~~initial~~the ~~business~~combined ~~combination~~company ~~within~~will 24be ~~months~~made ~~from~~at the ~~closing~~time of our initial ~~public~~business ~~offering~~combination. ~~(although~~While ~~they~~it ~~will~~is ~~be entitled~~possible tothat ~~liquidating~~one ~~distributions~~or ~~from~~more ~~the~~of ~~trust~~our ~~account~~directors will remain associated in some capacity with ~~respect~~us tofollowing our initial business combination, it is unlikely that any ~~public~~of ~~shares~~them ~~they~~will ~~hold~~devote iftheir wefull ~~fail~~efforts to ~~complete~~our affairs subsequent to our initial business combination. ~~within~~Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the ~~prescribed~~operations ~~time~~of ~~frame)~~the particular target business.

~~Our~~12 sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer or director, or any other person.

17Table of Contents

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

WeFollowing ~~expect~~a ~~that~~business ~~all costs and expenses associated with implementing our plan of dissolution~~combination, as ~~well~~we asmay ~~payments~~seek to ~~any~~recruit ~~creditors,~~additional ~~will~~managers beto ~~funded~~supplement ~~from~~the ~~amounts~~incumbent ~~remaining~~management ~~out~~ of the ~~$1,661,085~~target ~~held~~business. ~~outside~~We ~~the~~cannot ~~trust~~assure ~~account~~you ~~(as~~that ofwe ~~December 31,~~will ~~2020)~~have ~~plus~~the upability to ~~$100,000~~recruit ofadditional ~~funds~~managers, ~~from~~or ~~the~~that ~~trust~~additional ~~account~~managers ~~available~~will tohave usthe torequisite ~~pay dissolution expenses~~skills, ~~although~~knowledge weor ~~cannot~~experience ~~assure~~necessary ~~you~~to ~~that~~enhance ~~there~~the ~~will~~incumbent ~~be sufficient funds for such purpose~~management.

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

~~Although~~We ~~we will~~may ~~seek~~conduct toredemptions ~~have~~without ~~all~~a ~~vendors,~~shareholder ~~service~~vote ~~providers~~pursuant (other than our independent registered public accounting firm) , prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to ~~any monies held in~~ the ~~trust~~tender ~~account~~offer ~~for~~rules ~~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~~SEC ~~account~~subject ~~including, but not limited,~~ to ~~fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging~~ the ~~enforceability~~provisions of ~~the waiver, in each case in order to gain an advantage with respect to a claim against~~ our ~~assets,~~amended ~~including~~and ~~the~~restated ~~funds~~memorandum 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~~articles 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 waiverassociation. ~~Credit Suisse Securities (USA) LLC will not execute an agreement with us waiving such claims to the monies held in the trust account. In addition~~However, ~~there~~we ~~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~~shareholder ~~against~~approval ~~the~~if ~~trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that~~ it ~~will~~is berequired ~~liable to us if and to the extent any claims~~ by aapplicable ~~third-party for~~law ~~services rendered~~ or ~~products~~stock ~~sold~~exchange tolisting ~~us (other than our independent registered public accounting firm)~~requirement, or ~~a prospective target business with which~~ we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may bedecide ~~withdrawn~~ to ~~pay our tax obligations; provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to~~ seek ~~access~~shareholder toapproval the trust account nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for ~~such~~business third-party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or ~~directors~~other ~~will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses~~reasons.

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

18• We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering);

~~Table~~• Any of ~~Contents~~our directors, officers or substantial security holder (as defined by the NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or

We• ~~will~~The ~~seek~~issuance ~~to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses~~ or ~~other~~potential ~~entities~~issuance ~~with which we do business execute agreements with us waiving any right, title, interest or claim~~ of ~~any~~ordinary ~~kind~~shares ~~in or to monies held in the trust account. Our sponsor~~ will ~~also~~result not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to $1,661,085 of proceeds held outside the trust account (as of December 31, 2021) with which to pay any such potential claims (including costs and expenses incurred in ~~connection with~~ our ~~liquidation,~~undergoing ~~currently~~a ~~estimated~~change to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors, however such liability will not be greater than the amount of ~~funds from our trust account received by any such shareholder~~control.

IfThe wedecision ~~file~~as ~~a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject~~ to ~~applicable~~whether bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we ~~cannot assure you we~~ will beseek ~~able~~shareholder toapproval ~~return~~of ~~$10.00 per public share to our public shareholders. Additionally, if we file~~ a ~~bankruptcy~~proposed orbusiness ~~winding-up~~combination ~~petition~~in orthose aninstances ~~involuntary~~in ~~bankruptcy~~which orshareholder ~~winding-up~~approval ~~petition~~ is ~~filed against us that is~~ not ~~dismissed, any~~required ~~distributions received~~ by ~~shareholders~~law ~~could~~will be ~~viewed~~made ~~under~~by ~~applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result~~us, asolely ~~bankruptcy~~in ~~or insolvency court could seek to recover some or all amounts received by~~ our ~~shareholders. Furthermore~~discretion, ~~our~~and ~~board~~will ~~of directors may~~ be ~~viewed~~based ason ~~having~~business ~~breached its fiduciary duty to our creditors~~ and~~/or~~ ~~may have acted in bad faith~~reasons, ~~and~~which ~~thereby exposing~~include ~~itself~~a ~~and~~variety ~~our company to claims~~ of ~~punitive~~factors, ~~damages~~including, bybut ~~paying~~not ~~public~~limited ~~shareholders from the trust account prior~~ to: ~~addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.~~

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

19• the expected cost of holding a shareholder vote;

~~Table~~• ofthe ~~Contents~~risk that the shareholders would fail to approve the proposed business combination;

~~Competition~~• other time and budget constraints of the company; and

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

~~Facilities~~Permitted Purchases and Other Transactions with Respect to Our Securities

WeIf ~~currently~~we ~~maintain~~seek shareholder approval of our ~~executive~~ ~~offices~~initial atbusiness POcombination ~~Box~~and ~~1093,~~we ~~Boundary~~do ~~Hall,~~not ~~Cricket~~conduct ~~Square~~redemptions in connection with our initial business combination pursuant to the tender offer rules, ~~Grand~~our ~~Cayman~~sponsor, ~~KY-1102~~directors, ~~Cayman~~executive ~~Islands.~~officers, ~~The~~advisors ~~cost~~or ~~for~~their ~~our~~affiliates ~~use~~may ofpurchase ~~this~~public ~~space~~shares isor ~~included~~warrants in ~~the~~privately upnegotiated totransactions ~~$10,000~~or ~~per~~in ~~month~~the ~~fee~~open wemarket ~~pay~~either prior to anor ~~affiliate~~ following the completion of our ~~sponsor~~initial ~~for~~business ~~office~~combination. ~~space~~Additionally, ~~administrative~~at ~~and~~any ~~support~~time ~~services.~~at Weor ~~consider~~prior to our ~~current~~initial ~~office~~business ~~space~~combination, ~~adequate~~subject ~~for~~to ~~our~~applicable ~~current~~securities ~~operations.~~laws (including with respect to

~~Employees~~13

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

material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material

~~Periodic Reporting and Financial Information~~ non-public

information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

WeIn ~~have~~the ~~registered~~event that our ~~units~~sponsor, ~~Class A~~directors, ~~ordinary~~officers, advisors or their affiliates purchase shares ~~and~~in ~~warrants~~privately ~~under~~negotiated ~~the~~transactions ~~Exchange~~from ~~Act~~public ~~and~~shareholders who have ~~reporting~~already ~~obligations~~elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, ~~including~~ ~~the~~such ~~requirement~~selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate that wesuch ~~file~~purchases, ~~annual~~if any, ~~quarterly~~would ~~and~~constitute ~~current~~a ~~reports~~tender ~~with~~offer subject to the ~~SEC.~~tender Inoffer ~~accordance~~rules ~~with~~under the ~~requirements~~Exchange ofAct or a going-private transaction subject to the going-private rules under the Exchange Act; however, ~~our~~if ~~annual~~the ~~reports~~purchasers ~~contain~~determine ~~financial~~at ~~statements~~the ~~audited~~time ~~and~~of ~~reported~~any onsuch bypurchases ~~our~~that ~~independent~~the ~~registered public~~purchases ~~accountants~~are subject to such rules, the purchasers will be required to comply with such rules.

WeThe ~~will~~purpose ~~provide shareholders with audited financial statements~~ of ~~the~~any ~~prospective~~such ~~target~~transaction ~~business~~could ~~as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders. These financial statements may~~ be ~~required~~ to be(i) vote ~~prepared~~ in ~~accordance~~favor ~~with,~~of orthe ~~reconciled~~business ~~to,~~combination ~~GAAP,~~and orthereby ~~IFRS,~~increase ~~depending on~~ the ~~circumstances,~~likelihood ~~and~~of ~~the~~obtaining ~~historical financial~~shareholder ~~statements~~approval ~~may be required to be audited in accordance with the standards~~ of the ~~PCAOB.~~business ~~These~~combination, ~~financial~~(ii) reduce ~~statement requirements may limit~~ the ~~pool~~number of ~~potential~~public ~~target~~warrants ~~businesses~~outstanding weor ~~may~~vote ~~acquire~~such ~~because~~warrants ~~some~~on ~~targets~~any ~~may~~matters besubmitted ~~unable~~ to ~~provide such~~the ~~statements~~warrant inholders ~~time~~ for usapproval ~~to disclose such statements~~ in ~~accordance~~connection with ~~federal proxy rules and complete~~ our initial business combination ~~within~~or ~~the~~(iii) satisfy ~~prescribed~~a ~~time~~closing ~~frame.~~condition Wein ~~cannot~~an ~~assure~~agreement ~~you~~with ~~that~~a ~~any particular~~ target ~~business~~that ~~identified~~requires by us asto have a ~~potential~~minimum ~~acquisition~~net ~~candidate~~worth ~~will~~or ~~have~~a ~~financial~~certain ~~statements~~amount ~~prepared~~of incash ~~accordance~~at ~~with~~ the ~~requirements~~closing ~~outlined~~of ~~above,~~our orinitial ~~that the potential target~~ business ~~will~~combination, bewhere ~~able~~it toappears ~~prepare its financial statements in accordance with the requirements outlined above. To the extent~~ that ~~these~~such ~~requirements~~requirement ~~cannot~~would beotherwise ~~met, we may~~ not be ~~able~~met. toAny ~~acquire~~such ~~the~~purchases ~~proposed~~of ~~target~~our ~~business.~~securities ~~While this~~ may ~~limit~~result in the ~~pool~~completion of ~~potential~~our ~~acquisition~~initial ~~candidates,~~business wecombination dothat may not ~~believe~~otherwise ~~that~~have ~~this~~been ~~limitation will be material~~possible.

WeIn ~~will be required to evaluate our internal control procedures for the fiscal year ending December 31~~addition, ~~2021~~if ~~as required~~such bypurchases ~~the Sarbanes-Oxley Act. Only in the event we~~ are ~~deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company~~made, ~~will we be required to comply with~~ the ~~independent registered~~ public ~~accounting~~ ~~firm~~“float” ~~attestation~~of ~~requirement on~~ our ~~internal~~Class A ~~control~~ordinary ~~over~~shares ~~financial~~or ~~reporting.~~public Awarrants ~~target business~~ may ~~not~~ be inreduced ~~compliance~~and ~~with~~ the ~~provisions~~number of ~~the~~beneficial ~~Sarbanes-Oxley~~holders ~~Act regarding adequacy~~ of ~~its~~our ~~internal~~securities ~~controls.~~may ~~The~~be ~~development~~reduced, ofwhich ~~the internal~~may ~~controls~~make ofit ~~any~~difficult ~~such entity~~ to ~~achieve~~maintain ~~compliance~~or ~~with~~obtain the ~~Sarbanes-Oxley~~quotation, ~~Act~~listing ~~may~~or ~~increase~~trading ~~the~~of ~~time~~our ~~and~~securities ~~costs~~on ~~necessary~~a tonational ~~complete~~securities ~~any such acquisition~~exchange.

20Our sponsor, officers, directors and/or their affiliates may identify the shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of tender offer or proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor, executive officers, directors, advisors or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

Our sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule

~~Table of Contents~~10b-5

of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

On14 October 1, 2020, we filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

WeTable are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2020 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. Contents

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

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a

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

price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The

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

amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

~~Additionally,~~Limitations weon ~~are~~Redemptions a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30.

~~Availability~~Our amended and restated memorandum and articles of ~~Reports~~association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). However, the proposed business combination may require: (i) cash consideration to be paid to the 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 ~~Other~~all ~~Information~~Class A ordinary shares submitted for redemption will be returned to the holders thereof.

WeManner ~~use~~of ~~our~~Conducting ~~website,~~Redemptions https://www.aeabridgesimpactcorp.com, to disseminate certain information that may be relevant to investors. SEC filings, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments and exhibits to those reports are available through the SEC’s website, http://www.sec.gov.

21We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with the NYSE rules.

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

~~ITEM~~• ~~1A.~~conduct ~~RISK~~the ~~FACTORS~~redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

An15 investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Report, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

~~Risks~~Table ~~Relating to our Search for, and Consummation~~ of ~~or Inability to Consummate, a Business Combination~~ Contents

We• ~~have~~file noproxy ~~operating~~materials ~~history~~with ~~and~~the ~~no revenues, and you have no basis on which to evaluate our ability to achieve our business objective~~SEC.

WeIn ~~are an exempted company established on July 29, 2020 under~~ the ~~laws~~event ~~of the~~that ~~Cayman Islands and have no operating results. Because~~ we ~~lack~~seek anshareholder ~~operating~~approval ~~history, you have no basis upon which to evaluate our ability to achieve our business objective~~ of ~~completing~~ our initial business combination, ~~with~~we ~~one~~will ~~target~~distribute ~~business. We~~proxy ~~have~~materials ~~no plans~~and, ~~arrangements~~in orconnection ~~understandings~~therewith, ~~with~~provide ~~any~~our ~~prospective~~public ~~target~~shareholders ~~business~~with ~~concerning~~the aredemption ~~business~~rights ~~combination~~described ~~and~~above ~~may~~upon becompletion ~~unable~~of tothe ~~complete our~~ initial business combination. ~~If we fail to complete our initial business combination, we will never generate any operating revenues.~~

~~Our~~If ~~shareholders~~we ~~may~~seek ~~not~~shareholder beapproval, ~~afforded~~we will complete our initial business combination only if we obtain the approval of an ~~opportunity~~ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote onthereon and who vote at a general meeting. In such case, our ~~proposed~~sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, ~~which means~~in addition to our initial purchaser’s founder shares, we ~~may~~would ~~complete~~need 12,500,001, or 31.25% (assuming all issued and outstanding shares are voted), or 1 (assuming only the minimum number of shares representing a quorum are voted), of the 40,000,000 public shares sold in our initial public offering to be voted in favor of an initial business combination ~~even~~in ~~though~~order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of a ~~majority~~business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our ~~shareholders~~obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not ~~support~~complete ~~such~~our ainitial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

WeIf ~~may choose not to hold a shareholder vote before~~ we ~~complete~~conduct ~~our~~redemptions ~~initial~~pursuant ~~business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking~~ to ~~acquire a target business where~~ the ~~consideration~~tender weoffer ~~were~~rules ~~paying~~of in the ~~transaction was all cash~~SEC, we ~~would typically not be required to seek shareholder approval to complete such a transaction. Except for as required by applicable law or stock exchange listing requirement~~will, ~~the~~pursuant ~~decision as~~ to ~~whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in~~ our ~~discretion,~~amended and ~~will~~restated bememorandum ~~based on a variety of factors, such as the timing of the transaction~~ and ~~whether~~articles ~~the terms~~ of ~~the~~association: transaction would otherwise require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.

~~The~~• ~~only~~conduct ~~opportunity~~the ofredemptions ~~our~~pursuant ~~public shareholders~~ to ~~affect~~Rule ~~the~~13e-4 ~~investment~~and ~~decision~~Regulation ~~regarding~~14E aof ~~potential business combination may be limited to~~ the ~~exercise of~~Exchange ~~their~~Act, ~~right~~which toregulate ~~redeem~~issuer ~~their~~tender ~~shares~~offers; ~~from us for cash.~~ and

At• ~~the~~file ~~time~~tender ofoffer ~~the~~documents ~~investment by our public shareholders in us, our public shareholders were not provided~~ with ~~an opportunity to evaluate~~ the ~~specific~~SEC ~~merits~~prior orto ~~risks~~completing ~~of any target businesses. Since~~ our ~~board~~initial ~~of directors may complete a~~ business combination ~~without~~which ~~seeking~~contain ~~shareholder~~substantially ~~approval, public shareholders may not have~~ the ~~right~~same orfinancial ~~opportunity~~and toother ~~vote~~information onabout the initial business combination, ~~unless~~and wethe ~~seek~~redemption ~~such~~rights ~~shareholder~~as ~~approval.~~is ~~Accordingly,~~required ~~the~~under ~~only~~Regulation ~~opportunity~~14A of ~~our public shareholders to affect~~ the ~~investment~~Exchange ~~decision~~Act, ~~regarding~~which aregulates ~~potential business combination may be limited to exercising their redemption rights within~~ the ~~period~~solicitation 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~~proxies.

Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with

If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Rule 10b5-1

to purchase Class A ordinary shares in the open market, in order to comply with Rule

~~Our initial shareholders own, on an as~~14e-converted basis, 20% of our outstanding ordinary shares immediately following the completion of our initial public offering. Our sponsor and members of our management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval, we will complete our 5

under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule

22 14e-1(a)

under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.

~~Table~~16 ~~of Contents~~

~~initial~~Table ~~business combination only if we obtain the approval~~ of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. As a result, in addition to our initial shareholder’s founder shares, we would need 12,500,001, or 31.25% (assuming all issued and outstanding shares are voted), or 1 (assuming only the minimum number of shares representing a quorum are voted), of the 40,000,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our sponsor and each member of our management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination. Contents

~~You~~Limitation ~~will~~on ~~not~~Redemption ~~have~~upon ~~any~~Completion ~~rights~~of orOur ~~interests~~Initial ~~in funds~~Business ~~from~~Combination ~~the~~If ~~trust~~We ~~account,~~Seek ~~except~~Shareholder ~~under~~Approval ~~certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.~~

~~Our~~If ~~public~~we ~~shareholders~~seek ~~are~~shareholder ~~entitled~~approval toof ~~receive~~our ~~funds~~initial ~~from~~business ~~the~~combination ~~trust~~and ~~account~~we ~~only~~do ~~upon~~not ~~the~~conduct ~~earliest~~redemptions toin ~~occur~~connection ~~of:~~with ~~(i)~~ our ~~completion of an~~ initial business combination, ~~and~~pursuant ~~then~~to ~~only~~the intender ~~connection~~offer ~~with~~rules, ~~those~~our ~~Class A~~amended ~~ordinary~~and ~~shares~~restated ~~that~~memorandum ~~such~~and ~~shareholder~~articles ~~properly~~of ~~elected~~association toprovide ~~redeem,~~that ~~subject~~a topublic ~~the~~shareholder, ~~limitations~~together ~~described~~with ~~herein,~~any ~~(ii) the~~affiliate ~~redemption~~ of ~~any~~such ~~public~~shareholder ~~shares~~or ~~properly tendered~~any inother ~~connection~~person with awhom such shareholder ~~vote~~is toacting ~~amend~~in ~~our~~concert ~~amended~~or ~~and~~as ~~restated~~a ~~memorandum~~“group” ~~and~~(as ~~articles~~defined ofunder ~~association (A)~~Section to13 ~~modify~~of the ~~substance~~Exchange orAct), ~~timing~~will ofbe ~~our~~restricted ~~obligation~~from toredeeming ~~provide~~its ~~holders of our Class A ordinary~~ shares ~~the~~with ~~right~~respect to ~~have~~ ~~their~~more ~~shares~~than ~~redeemed~~an inaggregate ~~connection~~of ~~with~~15% ~~our~~of ~~initial~~the ~~business~~shares ~~combination~~sold orin ~~to redeem 100% of~~ our initial public ~~shares~~offering, ifwhich we dorefer ~~not~~to ~~complete~~as ~~our~~“Excess ~~initial~~Shares,” ~~business~~without ~~combination~~our ~~within~~prior 24consent. ~~months~~We ~~from~~believe ~~the~~this ~~closing~~restriction ofwill ~~our~~discourage ~~initial~~shareholders ~~public~~from ~~offering~~accumulating ~~or (B) with~~large ~~respect~~blocks toof ~~any~~shares, ~~other~~and ~~provision~~subsequent ~~relating~~attempts toby ~~the~~such ~~rights of~~ holders ofto ~~our~~use ~~Class A~~their ~~ordinary~~ability ~~shares,~~to ~~and~~exercise ~~(iii) the~~their redemption ofrights ~~our~~against ~~public~~a ~~shares~~proposed ifbusiness wecombination ~~have~~as ~~not~~a ~~consummated~~means anto ~~initial~~force ~~business~~us ~~within~~or 24our ~~months~~management ~~from~~to ~~the~~purchase ~~closing of~~their ~~our~~shares ~~initial~~at ~~public~~a ~~offering,~~significant ~~subject~~premium to ~~applicable~~the ~~law~~then-current ~~and~~market asprice ~~further~~or ~~described~~on ~~herein~~other undesirable terms. ~~Public~~Absent ~~shareholders~~this ~~who~~provision, ~~redeem~~a ~~their~~public ~~Class A~~shareholder ~~ordinary~~holding ~~shares~~more inthan ~~connection~~an ~~with~~aggregate aof ~~shareholder~~15% ~~vote~~of ~~described~~the inshares ~~clause~~sold ~~(ii)~~ in ~~the~~our ~~preceding sentence~~initial ~~shall~~public ~~not~~offering becould ~~entitled~~threaten to ~~funds~~exercise ~~from~~its ~~the~~redemption ~~trust~~rights ~~account~~if ~~upon~~such ~~the~~holder’s ~~subsequent~~shares ~~completion~~are ofnot anpurchased ~~initial~~by ~~business~~us, ~~combination~~our sponsor or ~~liquidation~~our ifmanagement weat ~~have~~a ~~not~~premium ~~consummated~~to anthe ~~initial~~then-current ~~business~~market ~~combination~~price ~~within~~or 24on ~~months~~other ~~from~~undesirable ~~the~~terms. ~~closing~~By oflimiting our ~~initial~~ ~~public~~shareholders’ ~~offering,~~ability ~~with respect~~ to ~~such~~redeem ~~Class A~~no ~~ordinary~~more ~~shares~~than so15% ~~redeemed.~~of Inthe noshares ~~other~~sold ~~circumstances~~in ~~will~~our ainitial public ~~shareholder~~offering ~~have~~without ~~any~~our ~~right~~prior orconsent, ~~interest~~we ofbelieve ~~any~~we ~~kind~~will inlimit the ~~trust~~ability ~~account.~~of ~~Holders~~a small group of ~~warrants~~shareholders ~~will~~to ~~not~~unreasonably ~~have~~attempt ~~any~~to ~~right~~block our ability to ~~the~~ ~~proceeds~~complete ~~held~~our ininitial ~~the~~business ~~trust~~combination, ~~account~~particularly in connection with ~~respect~~a tobusiness ~~the~~combination ~~warrants.~~with ~~Accordingly,~~a totarget ~~liquidate~~that ~~your~~requires ~~investment,~~as ~~you~~a ~~may~~closing becondition ~~forced~~that towe ~~sell~~have ~~your~~a ~~public~~minimum ~~shares~~net worth or ~~warrants,~~a ~~potentially~~certain atamount aof ~~loss~~cash.

~~The~~However, ~~ability~~we ofwould ~~our~~not ~~public~~be ~~shareholders~~restricting ~~to redeem their shares for cash may make~~ our ~~financial~~shareholders’ ~~condition~~ability ~~unattractive~~ to ~~potential~~vote ~~business~~all ~~combination targets,~~of ~~which~~their ~~may~~shares ~~make~~(including itExcess ~~difficult~~Shares) for usor toagainst ~~enter~~our ~~into~~initial a business combination ~~with a target~~.

WeTendering ~~may~~Share ~~seek~~Certificates toin ~~enter~~Connection ~~into a business combination transaction agreement~~ with a ~~prospective~~Tender ~~target~~Offer ~~that requires as a closing condition that we have a minimum net worth~~ or aRedemption ~~certain~~Rights amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

23Public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.

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

The ~~ability~~foregoing ofis ~~our~~different ~~public~~from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. ~~with~~After ~~respect~~the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a ~~large~~result, ~~number~~the shareholder then had an “option window” after the completion of ~~our~~ the business combination during which he or she could monitor the price of the company’s shares ~~may~~in ~~not~~the ~~allow~~market. usIf the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to ~~complete~~the company for cancellation. As a result, the ~~most~~redemption ~~desirable~~rights, to which shareholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or ~~optimize~~electronic ~~our~~delivery ~~capital~~prior ~~structure~~to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.

At17 the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If a large number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.

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

IfAny ~~our~~request ~~initial~~to ~~business~~redeem ~~combination~~such ~~agreement~~shares, ~~requires~~once usmade, tomay ~~use~~be awithdrawn ~~portion~~at ofany ~~the~~time ~~cash~~up ~~in the trust account~~ to ~~pay~~two ~~the~~business ~~purchase~~days ~~price, or~~prior ~~requires us~~ to ~~have~~the ainitially ~~minimum~~scheduled ~~amount~~vote ofon ~~cash at closing,~~ the ~~probability~~proposal ~~that~~to ~~our~~approve ~~initial~~the business combination, ~~would~~unless beotherwise ~~unsuccessful~~agreed isto ~~increased~~by us. ~~If our initial business combination is unsuccessful~~Furthermore, ~~you~~if ~~would~~a ~~not~~holder ~~receive~~of ~~your~~a ~~pro~~public ~~rata~~share ~~portion~~delivered ~~of the~~its ~~funds~~certificate in ~~the~~connection ~~trust~~with ~~account~~an ~~until~~election weof ~~liquidate~~redemption ~~the~~rights ~~trust~~and ~~account.~~subsequently Ifdecides ~~you~~prior ~~are~~to inthe ~~need~~applicable ofdate ~~immediate~~not ~~liquidity,~~to ~~you~~elect ~~could attempt~~ to ~~sell~~exercise ~~your~~such ~~shares in the open market; however~~rights, at such ~~time~~holder ~~our shares~~ may ~~trade~~simply atrequest athat ~~discount to~~ the ~~pro~~transfer ~~rata~~agent ~~amount per~~return ~~share~~the incertificate ~~the~~(physically ~~trust~~or ~~account~~electronically). InIt ~~either~~is ~~situation,~~anticipated ~~you~~that ~~may~~the ~~suffer~~funds ato ~~material~~be ~~loss~~distributed onto ~~your~~holders ~~investment or lose the benefit~~ of ~~funds~~our ~~expected~~public inshares ~~connection~~electing ~~with~~to ~~our~~redeem ~~redemption~~their ~~until~~shares wewill ~~liquidate~~be ordistributed ~~you~~promptly ~~are~~after ~~able~~the tocompletion ~~sell~~of ~~your~~our ~~shares~~initial inbusiness ~~the open market~~combination.

~~The~~If ~~requirement~~our ~~that we consummate an~~ initial business combination ~~within~~is 24not ~~months~~approved ~~after~~or ~~the~~completed ~~closing~~for ofany ~~our~~reason, ~~initial~~then our public ~~offering~~shareholders ~~may~~who ~~give potential~~elected ~~target~~to ~~businesses~~exercise ~~leverage~~their ~~over~~redemption usrights inwould ~~negotiating~~not abe ~~business~~entitled ~~combination~~to ~~and~~redeem ~~may~~their ~~limit~~shares for the ~~time~~applicable wepro ~~have~~rata inshare ~~which~~of tothe ~~conduct~~trust ~~due~~account. ~~diligence~~In onsuch ~~potential business combination targets~~case, inwe ~~particular~~will aspromptly wereturn ~~approach~~any ~~our~~certificates ~~dissolution~~delivered ~~deadline, which~~by ~~could~~public ~~undermine~~holders ~~our~~who ~~ability~~elected to ~~complete~~redeem ~~our~~their ~~initial business combination on terms that would produce value for our shareholders~~shares.

~~Any~~If potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial business combination within 24 months from the closing of our initial ~~public~~proposed ~~offering. Consequently, such target~~ business ~~may obtain leverage over us in negotiating a business~~ combination, ~~knowing~~is ~~that if we do~~ not ~~complete our initial business combination with that particular target business~~completed, we may becontinue ~~unable~~to try to complete ~~our~~a ~~initial~~ business combination with ~~any~~a different target ~~business.~~until ~~This~~24 ~~risk~~months ~~will~~from ~~increase as we get closer to~~ the ~~time~~closing ~~frame~~of ~~described above. In addition, we may have limited time to conduct due diligence and may enter into~~ our initial ~~business~~public ~~combination on terms that we would have rejected upon a more comprehensive investigation~~offering.

~~Our~~Redemption ~~search~~of ~~for~~Public aShares ~~business combination,~~ and ~~any~~Liquidation ~~target~~If ~~business~~No ~~with~~Initial ~~which~~Business weCombination ~~ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets.~~

Our amended and restated memorandum and articles of association provide that we have only 24 months from the closing of our initial public offering to consummate an initial business combination. If we have not consummated an initial business combination within 24 months from the closing of our initial public offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is 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 (COVIDper-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.” The COVID-19 outbreak has and a significant outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to find or evaluate potential business combination opportunities or, once found, complete a business combination if continued concerns relating to COVID-19 continues to restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a 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 share

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

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

Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a

~~Table of Contents~~per-share

price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer or director, or any other person.

~~highly~~18 uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

InTable ~~addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result~~ of ~~increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.~~ Contents

We ~~may~~expect ~~not~~that beall ~~able~~costs toand ~~consummate~~expenses anassociated ~~initial~~with ~~business~~implementing ~~combination~~our ~~within~~plan 24of ~~months~~dissolution, ~~after~~as ~~the~~well ~~closing~~as ofpayments ~~our~~to ~~initial~~any ~~public offering~~creditors, inwill ~~which~~be ~~case~~funded wefrom ~~would cease~~amounts ~~all~~remaining ~~operations~~out ~~except~~of ~~for~~the $1,027,517 held outside the ~~purpose~~trust account (as of ~~winding~~December 31, 2021) plus up ~~and~~to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we ~~would~~cannot ~~redeem~~assure ~~our~~you ~~public~~that ~~shares~~there ~~and~~will ~~liquidate~~be sufficient funds for such purpose.

If we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the

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

redemption amount received by shareholders upon our dissolution would be $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual

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

redemption amount received by shareholders will not be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

IfAlthough we will seek ~~shareholder~~to ~~approval~~have ofall vendors, service providers (other than our ~~initial~~independent ~~business~~registered ~~combination~~public accounting firm), prospective target businesses and other entities with which we do ~~not~~business ~~conduct~~execute ~~redemptions~~agreements inwith ~~connection~~us ~~with~~waiving ~~our~~any ~~initial~~right, ~~business combination~~title, ~~pursuant~~interest or claim of any kind in or to any monies held in the ~~tender~~trust ~~offer~~account ~~rules,~~for the benefit of our ~~sponsor~~public shareholders, ~~directors~~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, ~~executive~~but ~~officers~~not limited, ~~advisors~~to fraudulent inducement, breach of fiduciary responsibility or ~~their~~other ~~affiliates~~similar ~~may~~claims, ~~purchase~~as ~~public~~well ~~shares~~as orclaims ~~warrants~~challenging the enforceability of the waiver, in ~~privately~~each ~~negotiated~~case ~~transactions~~in ororder to gain an advantage with respect to a claim against our assets, including the funds held in the ~~open~~trust ~~market~~account. ~~either~~If ~~prior~~any third-party refuses to orexecute ~~following~~ an agreement waiving such claims to the ~~completion~~monies ofheld ~~our~~in ~~initial~~the ~~business~~trust ~~combination~~account, ~~although~~our ~~they~~management ~~are~~will ~~under~~perform noan ~~obligation~~analysis of the alternatives available to doit soand 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. ~~However,~~Examples ~~they~~of ~~have~~possible noinstances ~~current~~where ~~commitments,~~we ~~plans~~may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or ~~intentions~~skills are believed by management to ~~engage~~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. Credit Suisse Securities (USA) LLC did not execute an agreement with us waiving such ~~transactions~~claims ~~and~~to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have ~~not~~in ~~formulated~~the future as a result of, or arising out of, any ~~terms~~negotiations, contracts or ~~conditions~~agreements with us and will not seek recourse against the trust account for any ~~such~~ ~~transactions~~reason. ~~None~~In oforder to protect the ~~funds~~amounts held in the trust account, our sponsor has agreed that it will be ~~used~~liable to ~~purchase~~us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered public ~~shares~~accounting firm), or ~~warrants~~a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations; provided that such ~~transactions~~liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

25In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations, and our sponsor asserts that it is

~~Table~~19 ~~of Contents~~

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

unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the

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

redemption price will not be less than $10.00 per public share.

We will ~~comply~~seek ~~with~~to reduce the ~~proxy~~possibility ~~rules~~that orour ~~tender~~sponsor ~~offer~~will ~~rules~~have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, asservice ~~applicable~~providers, ~~when~~prospective ~~conducting~~target ~~redemptions~~businesses inor ~~connection~~other entities with ~~our~~which ~~initial~~we do business ~~combination.~~ ~~Despite~~execute ~~our~~agreements ~~compliance~~ with ~~these~~us ~~rules,~~waiving ifany aright, ~~shareholder~~title, ~~fails~~interest toor ~~receive~~claim ~~our~~of ~~proxy~~any ~~solicitation~~kind in or ~~tender~~to ~~offer~~monies ~~materials,~~held asin ~~applicable,~~the ~~such~~trust ~~shareholder~~account. ~~may~~Our ~~not~~sponsor ~~become~~will ~~aware~~also ofnot ~~the~~be ~~opportunity~~liable as to ~~redeem~~any ~~its~~claims ~~shares.~~under Inour ~~addition,~~indemnity of the ~~proxy~~ ~~solicitation~~underwriters orof ~~tender~~our ~~offer~~initial ~~materials,~~public asoffering ~~applicable~~against certain liabilities, ~~that~~including weliabilities under the Securities Act. We will ~~furnish~~have access to ~~holders~~up to $1,027,517 of ~~our~~proceeds ~~public~~held ~~shares~~outside inthe ~~connection~~trust account (as of December 31, 2021) with ~~our~~which ~~initial~~to ~~business~~pay ~~combination~~any ~~will~~such ~~describe~~potential ~~the~~claims ~~various~~(including ~~procedures~~costs ~~that~~and ~~must~~expenses beincurred ~~complied~~in connection with inour ~~order~~liquidation, currently estimated to ~~validly redeem~~be orno ~~tender~~more ~~public~~than ~~shares~~approximately $100,000). In the event that awe ~~shareholder~~liquidate ~~fails~~and toit ~~comply~~is ~~with~~subsequently ~~these~~determined ~~procedures~~that the reserve for claims and liabilities is insufficient, ~~its~~shareholders ~~shares~~who ~~may~~received funds from our trust account could be liable for claims made by creditors, however such liability will not be ~~redeemed~~greater than the amount of funds from our trust account received by any such shareholder.

If we file a bankruptcy or

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

petition or an involuntary bankruptcy or

In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate an initial business combination. In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions or increases in the cost of additional capital needed to close business combinations or operate targets postwinding-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether. up

petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per public share to our public shareholders. Additionally, if we file a bankruptcy or

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. winding-up

petition or an involuntary bankruptcy or

26 winding-up

petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

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

We20 expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.

IfTable ~~the net proceeds~~ of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for 24 months following the closing of our initial public offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. Contents

AsCompetition of December 31, 2020, we had $1,661,085 in cash held outside the trust account to fund our working capital requirements. We believe that, upon the closing of our initial public offering, the funds available to us outside of the trust account, together with funds available from loans from our sponsor, its affiliates or members of our management team will be sufficient to allow us to operate for 24 months following the closing of our initial public offering; however, we cannot assure you that our estimate is accurate, and our sponsor, its affiliates or members of our management team are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such 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.

IfIn ~~we are required to seek additional capital~~identifying, weevaluating ~~would~~and ~~need~~selecting toa ~~borrow~~target ~~funds~~business ~~from~~for our ~~sponsor,~~initial ~~its~~business ~~affiliates~~combination, ~~members~~we ofmay ~~our~~encounter ~~management team~~intense orcompetition from other ~~third~~entities ~~parties~~having toa ~~operate~~business orobjective ~~may~~similar beto ~~forced~~ours, toincluding ~~liquidate.~~other ~~Neither~~blank ~~our~~check ~~sponsor~~companies, ~~members~~private ofequity ~~our~~groups ~~management~~and ~~team~~leveraged ~~nor~~buyout ~~their~~funds, ~~affiliates~~public iscompanies, ~~under~~and ~~any~~operating ~~obligation~~businesses toseeking usstrategic ~~in such circumstances~~acquisitions. ~~Any~~Additionally, ~~such~~the ~~advances~~number ~~may~~of beblank ~~repaid~~check ~~only~~companies ~~from~~looking ~~funds~~for ~~held outside~~business ~~the~~combination ~~trust~~targets ~~account~~has orincreased ~~from~~compared ~~funds released~~ to usrecent ~~upon~~years ~~completion~~and many of ~~our~~these ~~initial~~blank ~~business~~check ~~combination.~~companies Upare tosponsored ~~$1,500,000~~by ofentities ~~such~~or ~~loans~~persons ~~may~~that behave ~~convertible~~significant ~~into~~experience ~~warrants~~with ofcompleting ~~the post-~~business ~~combination~~combinations. ~~entity~~Many ~~at a price~~ of ~~$1.00~~these ~~per~~entities ~~warrant~~are ~~at the~~well ~~option~~established ofand ~~the~~have ~~lender.~~extensive ~~The~~experience ~~warrants~~identifying ~~would~~and beeffecting ~~identical~~business tocombinations ~~the~~directly ~~private~~or ~~placement~~through ~~warrants~~affiliates. ~~Prior~~Moreover, tomany ~~the~~of ~~completion~~these ofcompetitors ~~our~~possess ~~initial~~greater ~~business~~financial, ~~combination~~technical, wehuman doand ~~not~~other ~~expect~~resources tothan ~~seek~~us. ~~loans~~Our ~~from~~ability ~~parties~~to ~~other~~acquire ~~than~~larger ~~our~~target ~~sponsor,~~businesses ~~its~~will ~~affiliates~~be orlimited ~~members of~~by our ~~management~~available ~~team~~financial asresources. weThis doinherent ~~not~~limitation ~~believe~~gives ~~third~~others ~~parties~~an ~~will~~advantage bein ~~willing~~pursuing tothe ~~loan~~acquisition ~~such~~of ~~funds and provide~~ a ~~waiver~~target ~~against~~business. ~~any~~Furthermore, ~~and~~our ~~all~~obligation ~~rights~~ to ~~seek~~pay ~~access~~cash toin ~~funds~~connection inwith our ~~trust~~public ~~account.~~shareholders Ifwho weexercise ~~have~~their ~~not~~redemption ~~consummated~~rights ~~our~~may ~~initial~~reduce ~~business combination within~~ the ~~required~~resources ~~time period because we do not have sufficient funds~~ available to us, wefor ~~will~~our beinitial ~~forced~~business tocombination ~~cease operations~~ and ~~liquidate~~our ~~the~~outstanding ~~trust account. Consequently~~warrants, ~~our~~and ~~public~~the ~~shareholders~~future ~~may~~dilution ~~only~~they ~~receive~~potentially ~~an estimated $10.00 per public share~~represent, ormay ~~possibly~~not ~~less,~~be onviewed ~~our~~favorably ~~redemption~~by ofcertain ~~our~~target ~~public shares, and our warrants will expire worthless~~businesses. ~~See~~Either ~~“—If~~of ~~third~~these ~~parties~~factors ~~bring~~may ~~claims~~place ~~against~~ us, ~~the~~at ~~proceeds~~a ~~held~~competitive disadvantage in ~~the~~successfully ~~trust~~negotiating ~~account~~an ~~could~~initial bebusiness ~~reduced and the per-share redemption amount received by shareholders may be less than $10~~combination.00 ~~per public share” and other risk factors herein.~~

27Facilities

We currently maintain our executive offices at PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman,

~~Table of Contents~~KY-1102,

Cayman Islands.

WeThe ~~may~~cost ~~seek~~for ~~business~~our ~~combination~~use ~~opportunities~~of ~~with~~this aspace ~~high~~is ~~degree~~included in the up to $10,000 per month fee we pay to an affiliate of ~~complexity~~our ~~that~~sponsor ~~require~~for ~~significant operational~~office ~~improvements~~space, ~~which~~administrative ~~could~~and ~~delay~~support orservices. ~~prevent~~We usconsider ~~from~~our ~~achieving~~current office space adequate for our ~~desired~~current ~~results~~operations.

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

ToWe ~~the~~currently ~~extent~~have wethree ~~complete~~executive ~~our~~officers. ~~initial~~These ~~business combination~~individuals ~~with~~are anot ~~large~~obligated ~~complex~~to ~~business~~devote orany ~~entity~~specific ~~with~~number aof ~~complex~~hours ~~operating~~to ~~structure,~~our wematters ~~may~~but ~~also~~they beeach ~~affected~~intend byto ~~numerous~~devote ~~risks~~as ~~inherent~~much ~~in the operations~~ of ~~the~~their ~~business~~time ~~with~~as ~~which~~they wedeem ~~combine,~~necessary ~~which~~to ~~could~~our ~~delay~~affairs oruntil ~~prevent~~we ushave ~~from~~completed ~~implementing~~ our ~~strategy.~~ ~~Although~~initial ~~our~~business ~~management~~combination. ~~team~~The ~~will~~amount ~~endeavor~~of totime ~~evaluate~~they ~~the~~each ~~risks~~will ~~inherent~~devote in aany ~~particular~~time ~~target~~period ~~business~~will ~~and~~vary ~~its~~based ~~operations,~~on wewhether ~~may~~a ~~not~~target bebusiness ~~able~~has tobeen ~~properly~~selected ~~ascertain~~for orour ~~assess~~initial ~~all~~business ofcombination and the ~~significant~~stage ~~risk~~of ~~factors~~the ~~until we complete our~~ business combination. Ifprocess we are ~~not~~in. ~~able~~We todo ~~achieve~~not ~~our~~intend ~~desired~~to ~~operational~~have ~~improvements,~~any orfull ~~the~~time ~~improvements~~employees ~~take~~prior ~~longer~~ to ~~implement than anticipated, we may not achieve~~ the ~~gains~~completion ~~that we anticipate. Furthermore, some~~ of ~~these risks and complexities may be outside of~~ our ~~control~~initial ~~and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target~~ business. ~~Such~~ combination ~~may not be as successful as a combination with a smaller, less complex organization~~.

~~Our~~Periodic ~~shareholders~~Reporting ~~may~~and beFinancial ~~held~~Information ~~liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.~~

IfWe wehave ~~are~~registered ~~forced~~our ~~to enter into an insolvent liquidation~~units, ~~any~~Class A ~~distributions~~ordinary ~~received~~shares ~~by shareholders~~and ~~could~~warrants beunder ~~viewed as an unlawful payment if it was proved that immediately following~~ the ~~date~~Exchange onAct ~~which~~and ~~the~~have ~~distribution~~reporting ~~was made~~obligations, weincluding ~~were unable to pay our debts as they fall due in~~ the ~~ordinary~~requirement ~~course~~that ofwe ~~business.~~file ~~As a result~~annual, ~~a liquidator~~quarterly ~~could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors~~ and~~/or~~ ~~may~~current ~~have~~reports ~~acted~~with ~~in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from~~ the ~~trust~~SEC. ~~account~~In ~~prior~~accordance towith ~~addressing~~ the ~~claims~~requirements of ~~creditors.~~the WeExchange ~~cannot~~Act, ~~assure~~our ~~you~~annual ~~that~~reports ~~claims~~contain ~~will~~financial ~~not~~statements beaudited ~~brought against us for these reasons. We~~ and ~~our~~reported ~~directors~~on ~~and officers~~by ~~who knowingly and willfully authorized or permitted any distribution to be paid out of~~ our ~~share~~independent ~~premium~~registered ~~account~~public ~~while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,292~~accountants.68 ~~and to imprisonment for five years in the Cayman Islands.~~

We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders. These financial statements may ~~not~~be ~~hold~~required anto ~~annual~~be ~~general~~prepared ~~meeting~~in ~~until~~accordance ~~after~~with, or reconciled to, GAAP, or IFRS, depending on the ~~consummation~~ circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such 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. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.

In21 accordance with the NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on the NYSE. As an exempted company, there is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to elect directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

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

We ~~will~~are ~~consider~~required ato ~~business~~evaluate ~~combination~~our ~~outside~~internal ofcontrol ~~our~~procedures ~~management’s~~for ~~area~~the offiscal ~~expertise~~year ifending aDecember 31, ~~business~~2021 ~~combination~~as ~~target~~required isby ~~presented~~the toSarbanes-Oxley ~~us and~~Act. Only in the event we ~~determine~~are ~~that~~deemed ~~such~~to ~~candidate~~be ~~offers~~a large accelerated filer or an ~~attractive~~accelerated ~~acquisition~~filer ~~opportunity~~and ~~for~~no ~~our~~longer ~~company.~~qualify ~~Although~~as ~~our~~an ~~management~~emerging growth company, will ~~endeavor~~we be required to ~~evaluate~~comply with the ~~risks~~independent ~~inherent~~registered inpublic ~~any~~accounting ~~particular~~firm ~~business~~attestation ~~combination~~requirement ~~target,~~on weour ~~cannot~~internal ~~assure~~control ~~you~~over ~~that~~financial wereporting. ~~will adequately~~A ~~ascertain~~target orbusiness ~~assess~~may ~~all~~not be in compliance with the provisions of the ~~significant~~Sarbanes-Oxley ~~risk~~Act ~~factors~~regarding adequacy of its internal controls. WeThe ~~also~~development ~~cannot~~of ~~assure~~the ~~you~~internal ~~that~~controls anof ~~investment~~any insuch ~~our~~entity ~~securities~~to ~~will~~achieve ~~not~~compliance ~~ultimately~~with ~~prove~~the Sarbanes-Oxley Act may increase the time and costs necessary to becomplete any such acquisition.

On October 1, 2020, we filed a Registration Statement on Form

28 8-A

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

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

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a

less favorable to investors in our initial public offering than a direct investment, if an opportunity were available, in a business combination target. In the event we elect to pursue an acquisition outside of the areas of our 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 holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value. non-binding

advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

~~Unlike~~In ~~some~~addition, ~~other~~Section 107 ~~similarly~~of ~~structured~~the ~~blank~~JOBS ~~check~~Act ~~companies,~~also ~~our~~provides ~~sponsor~~that ~~will~~an ~~receive~~“emerging ~~additional~~growth ~~Class~~company” can take advantage of the extended transition period provided in Section A7(a)(2)(B) ~~ordinary~~of ~~shares~~the ifSecurities weAct ~~issue~~for ~~shares~~complying ~~to consummate~~with new or revised accounting standards. In other words, an ~~initial~~“emerging ~~business~~growth ~~combination~~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.

The founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an asnon-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our initial public offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, any of its affiliates or any members of our management team upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. This is different than some other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination.

exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in

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

debt during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation

Our amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules)S-K. As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or 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.

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

equaled or exceeded $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by

~~Unlike most blank check companies, if (x) we issue additional Class A ordinary shares or equity~~non-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share, (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more

equals or exceeds $700 million as of the prior June 30.

2922

Table of Contents

~~than~~Availability ~~60%~~ of ~~the~~Reports ~~total equity proceeds,~~ and ~~interest~~Other ~~thereon,~~Information available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

We use our website, https://www.aeabridgesimpactcorp.com, to disseminate certain information that may be relevant to investors. SEC filings, including our Annual Report on Form

~~In order to effectuate an initial business combination~~10-K, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

Quarterly Reports on Form

In order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two10-~~thirds of our ordinary shares who attend and vote at a general meeting of the company~~Q, and amending our warrant agreement will require a vote of holders of at least 65% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 65% of the number of the then-outstanding private placement warrants. In addition, our amended and restated memorandum and articles of association require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through our initial public offering, we would register, or seek an exemption from registration for, the affected securities.

Current Reports on Form

~~Our sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.~~ 8-K

and all amendments and exhibits to those reports are available through the SEC’s website, http://www.sec.gov.

~~Upon~~23 closing of our initial public offering, our initial shareholders owned, on an as-converted basis, 20% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. If our sponsor purchases any of our securities in the aftermarket or in privately negotiated transactions, this would increase its control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were elected by our sponsor, is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. We may not hold an annual general meeting to elect new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our sponsor, because of its ownership position, will control the outcome, as only holders of our Class B ordinary shares will have the right to vote on the appointment of directors and to remove directors prior to our initial business combination. Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

30Table of Contents

~~Table~~ITEM of1A. ~~Contents~~RISK FACTORS

~~After~~An investment in our ~~initial~~securities ~~business~~involves ~~combination,~~a ithigh isdegree ~~possible~~of ~~that~~risk. aYou ~~majority~~should consider carefully all of ~~our~~the ~~directors~~risks ~~and~~described ~~officers~~below, ~~will live~~together ~~outside~~with the ~~United~~other ~~States~~information contained in this Report and ~~all~~the ofprospectus associated with our ~~assets~~initial ~~will~~public beoffering, ~~located~~before ~~outside~~making a decision to invest in our securities. If any of the ~~United~~following ~~States;~~events ~~therefore~~occur, ~~investors~~our ~~may~~business, ~~not~~financial condition and operating results may be ~~able~~materially toadversely ~~enforce~~affected. ~~federal~~In that event, the trading price of our securities ~~laws~~could decline, and you could lose all or ~~their~~part ~~other~~of ~~legal~~your ~~rights~~investment.

ItRisks isRelating ~~possible~~to ~~that after~~ our ~~initial~~Search ~~business combination~~for, ~~a majority of our directors~~ and ~~officers~~Consummation ~~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 inInability ~~some cases not possible, for investors in the United States~~ to ~~enforce their legal rights~~Consummate, toa ~~effect~~Business ~~service~~Combination 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.

InWe ~~particular,~~have ~~there~~no isoperating ~~uncertainty~~history asand tono ~~whether~~revenues, ~~the courts of the Cayman Islands or any other applicable jurisdictions would recognize~~ and ~~enforce~~ ~~judgments~~you ofhave ~~U.S.~~no ~~courts~~basis ~~obtained~~on ~~against~~which usto orevaluate our ~~directors~~ability orto ~~officers~~achieve predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or entertain original actions brought in the Cayman Islands or any other applicable jurisdiction’s courts against us or our ~~directors~~business ~~or officers predicated upon the securities laws of the United States or any state in the United States~~objective.

~~You~~We ~~will~~are ~~not~~an beexempted ~~entitled~~company established on July 29, 2020 under the laws of the Cayman Islands and have no operating results. Because we lack an operating history, you have no basis upon which to ~~protections~~evaluate ~~normally~~our ~~afforded~~ability to ~~investors~~achieve our business objective of ~~many~~completing ~~other~~our ~~blank~~initial ~~check~~business ~~companies~~combination with one target business. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

~~Since~~Our ~~the~~shareholders ~~net~~may ~~proceeds~~not ofbe ~~our~~afforded ~~initial~~an ~~public~~opportunity ~~offering and the sale of the private placement warrants are intended~~ to bevote ~~used~~on toour ~~complete~~proposed an initial business combination ~~with a target business that has not been selected~~, wewhich may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000 upon the completion of our initial public offering and the sale of the private placement warrants and have filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means ~~that since our units were immediately tradable and~~ we ~~had~~may ~~a longer period of time to~~ complete our initial business combination ~~than~~even dothough ~~companies~~a ~~subject~~majority ~~to Rule 419. Moreover, if our initial public offering had been subject to Rule 419, that rule would have prohibited 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~~shareholders ofdoes annot ~~initial~~support ~~business~~such a combination.

~~Subsequent~~We may choose not to ~~our~~hold ~~completion~~a ofshareholder vote before we complete our initial business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirement. For instance, if we ~~may~~were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, we would typically not be required to ~~take~~seek ~~write-downs~~shareholder approval to complete such a transaction. Except for as required by applicable law or ~~write-offs~~stock exchange listing requirement, ~~restructuring~~the ~~and~~decision ~~impairment~~as to whether we will seek shareholder approval of a proposed business combination or ~~other~~ ~~charges~~will ~~that~~allow ~~could~~shareholders ~~have~~to sell their shares to us in a ~~significant~~tender ~~negative~~offer ~~effect~~will onbe made by us, solely in our ~~financial~~discretion, ~~condition~~and will be based on a variety of factors, ~~results~~such as the timing of ~~operations~~the transaction and whether the ~~price~~terms of ~~our~~the ~~securities,~~transaction ~~which~~would ~~could~~otherwise ~~cause~~require ~~you~~us to ~~lose~~seek ~~some~~shareholder orapproval. ~~all~~Accordingly, we may complete our initial business combination even if holders of ~~your~~a ~~investment~~majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.

~~Even~~The ifonly weopportunity conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues with 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 business and outside of~~ our ~~control~~public ~~will~~shareholders ~~not later arise. As a result of these factors, we may be forced~~ to ~~later~~affect write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the ~~fact~~investment ~~that~~decision weregarding report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a ~~result~~potential ~~of assuming pre-existing debt held by a target~~ business ~~or by virtue of our obtaining post-~~combination ~~debt~~may ~~financing.~~be ~~Accordingly,~~limited ~~any holders who choose~~ to ~~retain their securities following~~ the ~~business~~exercise ~~combination could suffer a reduction in the value~~ of their ~~securities.~~right ~~Such~~to ~~holders~~redeem ~~are~~their ~~unlikely~~shares tofrom ~~have~~us ~~a remedy~~ for ~~such~~ ~~reduction in value~~cash.

31At the time of the investment by our public shareholders in us, our public shareholders were not provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, the only opportunity of our public shareholders to affect the investment decision regarding a potential business combination may be limited to exercising their 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.

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

Our initial shareholders own, on an

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

basis, 20% of our outstanding ordinary shares immediately following the completion of our initial public offering. Our sponsor and members of our management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval, we

~~Our~~24 placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our 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~~Table of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to a letter agreement, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations; provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. 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. Contents

~~However,~~will complete our initial business combination only if we ~~have~~obtain ~~not~~the ~~asked~~approval ~~our~~of ~~sponsor~~an toordinary ~~reserve~~resolution ~~for~~under ~~such~~Cayman ~~indemnification~~Islands ~~obligations~~law, ~~nor~~being ~~have~~the weaffirmative ~~independently verified~~vote ~~whether~~of ~~our~~a ~~sponsor~~majority ~~has~~of ~~sufficient~~the ~~funds~~ordinary toshares ~~satisfy~~represented ~~its~~in ~~indemnity~~person ~~obligations~~or ~~and~~by weproxy ~~believe~~and ~~that~~entitled ~~our~~to ~~sponsor’s~~vote ~~only~~thereon ~~assets~~and ~~are~~who ~~securities~~vote ofat ~~our~~a ~~company~~general meeting. ~~Therefore,~~As wea ~~cannot~~result, ~~assure~~in ~~you~~addition ~~that~~to our ~~sponsor~~initial ~~would~~shareholder’s befounder ~~able~~shares, towe ~~satisfy~~would ~~those obligations.~~need As12,500,001, aor ~~result,~~31.25% if(assuming ~~any~~all ~~such~~issued ~~claims~~and ~~were~~outstanding ~~successfully~~shares ~~made~~are ~~against~~voted), ~~the~~or ~~trust~~1 ~~account,~~(assuming only the ~~funds~~minimum ~~available~~number ~~for~~of ~~our~~shares ~~initial~~representing ~~business~~a ~~combination~~quorum ~~and~~are ~~redemptions~~voted), ~~could~~of bethe ~~reduced~~40,000,000 topublic ~~less~~shares ~~than~~sold ~~$10.00~~in ~~per~~our initial public ~~share.~~offering Into ~~such~~be ~~event,~~voted wein ~~may~~favor ~~not be~~of ~~able~~an initial business combination in order to ~~complete~~have our initial business combination approved. Accordingly, ~~and~~if ~~you~~we ~~would~~seek ~~receive~~shareholder ~~such~~approval ~~lesser~~of ~~amount~~our ~~per~~initial ~~share~~business incombination, ~~connection~~the ~~with~~agreement ~~any~~by ~~redemption~~our sponsor and each member of ~~your~~our ~~public~~management ~~shares.~~team ~~None~~to vote in favor of our ~~officers~~initial orbusiness ~~directors~~combination will ~~indemnify~~increase usthe ~~for~~likelihood ~~claims~~that bywe ~~third~~will ~~parties including,~~receive ~~without~~the ~~limitation,~~requisite ~~claims~~shareholder byapproval ~~vendors~~for ~~and~~such ~~prospective~~initial ~~target~~business ~~businesses~~combination.

32You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

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

~~Our~~The ~~directors~~ability ~~may~~of ~~decide~~our ~~not~~public shareholders to ~~enforce~~redeem ~~the~~their ~~indemnification~~shares ~~obligations~~for ofcash ~~our~~may ~~sponsor,~~make ~~resulting~~our infinancial ~~a reduction~~condition inunattractive ~~the~~to ~~amount~~potential ofbusiness ~~funds~~combination intargets, ~~the~~which ~~trust~~may ~~account~~make ~~available~~it difficult for ~~distribution~~us to ~~our~~enter ~~public~~into ~~shareholders~~a business combination with a target.

InWe ~~the~~may ~~event~~seek ~~that~~to ~~the proceeds~~enter ininto ~~the~~a ~~trust~~business ~~account~~combination ~~are~~transaction ~~reduced~~agreement ~~below~~with ~~the~~a ~~lesser~~prospective oftarget ~~(i)~~that ~~$10.00~~requires ~~per~~as ~~public~~a ~~share~~closing ~~and~~condition ~~(ii) the~~that ~~actual~~we ~~amount~~have ~~per~~a ~~public~~minimum ~~share~~net ~~held~~worth inor ~~the~~a ~~trust~~certain ~~account~~amount as of ~~the~~cash. ~~date~~If oftoo ~~the~~many ~~liquidation~~public ofshareholders ~~the~~exercise ~~trust~~their ~~account~~redemption ifrights, ~~less~~we ~~than~~would ~~$10.00~~not ~~per public~~be ~~share~~able ~~due~~ to ~~reductions~~meet insuch ~~the~~closing ~~value~~condition ofand, ~~the~~as ~~trust~~a ~~assets~~result, inwould ~~each~~not ~~case~~be ~~net~~able ofto ~~the~~proceed ~~interest~~with ~~that~~the ~~may~~business becombination. ~~withdrawn~~Furthermore, toin ~~pay~~no ~~our~~event ~~tax~~will ~~obligations,~~we ~~and~~redeem our ~~sponsor~~public ~~asserts~~shares ~~that~~in itan isamount ~~unable~~that towould ~~satisfy~~cause ~~its~~our ~~obligations~~net ortangible ~~that~~assets itto ~~has~~be ~~no indemnification~~less ~~obligations~~than ~~related~~$5,000,001 to(so athat ~~particular~~we ~~claim,~~do ~~our~~not ~~independent~~then ~~directors~~become ~~would~~subject ~~determine whether~~ to ~~take~~the ~~legal~~SEC’s ~~action~~“penny ~~against~~stock” ~~our~~rules). ~~sponsor~~Consequently, toif ~~enforce~~accepting ~~its~~all ~~indemnification~~properly ~~obligations.~~submitted ~~While~~redemption werequests ~~currently~~would ~~expect~~cause ~~that~~ our ~~independent directors~~net ~~would~~tangible ~~take~~assets ~~legal~~to ~~action~~be onless ~~our~~than ~~behalf~~$5,000,001 ~~against~~or ~~our~~such ~~sponsor~~greater amount necessary to ~~enforce~~satisfy ~~its~~a ~~indemnification~~closing ~~obligations~~condition toas usdescribed above, itwe iswould ~~possible~~not ~~that~~proceed ~~our~~with ~~independent~~such ~~directors~~redemption inand ~~exercising~~the ~~their~~related business ~~judgment~~combination and ~~subject to their fiduciary duties~~ may ~~choose~~ ~~not~~instead tosearch ~~do so in any particular instance~~ for aan ~~variety~~alternate ofbusiness ~~reasons~~combination. IfProspective ~~our~~targets ~~independent~~will ~~directors~~be ~~choose~~aware ~~not~~of ~~to enforce~~ these ~~indemnification~~risks ~~obligations~~and, ~~the~~thus, ~~amount~~may ofbe ~~funds~~reluctant ~~in the trust account available for distribution~~ to ~~our~~enter ~~public shareholders~~into ~~may~~a bebusiness ~~reduced~~combination ~~below~~transaction ~~$10.00~~with ~~per public share~~us.

We25 ~~may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.~~

WeTable ~~have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim~~ of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. Contents

~~If,~~The ~~before~~ability ~~distributing~~of ~~the proceeds in the trust account to~~ our public shareholders, weto ~~file~~exercise aredemption ~~bankruptcy or winding-up petition~~rights orwith anrespect ~~involuntary~~to ~~bankruptcy~~a ~~or winding-up petition~~large isnumber ~~filed against us that is not dismissed, the claims~~ of ~~creditors~~our inshares ~~such proceeding~~ may ~~have~~not ~~priority~~allow ~~over~~us ~~the~~to ~~claims~~complete ~~of our shareholders and~~ the ~~per-share amount~~ ~~that~~most ~~would~~desirable ~~otherwise~~business becombination ~~received~~or byoptimize our ~~shareholders~~capital ~~in connection with our liquidation may be reduced~~structure.

At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If a large number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy 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.~~

amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.

~~If,~~The ~~after~~ability weof ~~distribute the proceeds in the trust account to~~ our public shareholders, weto ~~file~~exercise aredemption ~~bankruptcy or winding-up petition~~rights orwith anrespect ~~involuntary~~to ~~bankruptcy or winding-up petition is filed against us that is not dismissed,~~ a ~~bankruptcy~~large ornumber ~~insolvency court~~of ~~may~~our ~~seek~~shares tocould ~~recover~~increase ~~such proceeds, and~~ the ~~members~~probability ofthat our ~~board~~initial ofbusiness ~~directors~~combination ~~may~~would be ~~viewed~~unsuccessful asand ~~having~~that ~~breached~~you ~~their~~would ~~fiduciary~~have ~~duties~~ to ~~our~~wait ~~creditors,~~for ~~thereby~~liquidation ~~exposing~~in ~~the~~order ~~members of our board of directors and us~~ to ~~claims~~redeem ofyour ~~punitive damages~~shares.

If, ~~after~~our weinitial ~~distribute~~business combination agreement requires us to use a portion of the ~~proceeds~~cash in the trust account to ~~our~~pay ~~public~~the ~~shareholders~~purchase price, weor ~~file~~requires aus ~~bankruptcy~~to ~~or winding-up petition~~have ora anminimum ~~involuntary~~amount ~~bankruptcy~~of ~~or winding-up petition~~cash isat ~~filed~~closing, ~~against~~the usprobability that our initial business combination would be unsuccessful is ~~not~~increased. ~~dismissed,~~If ~~any~~our ~~distributions~~initial ~~received~~business ~~by shareholders~~combination ~~could~~is beunsuccessful, ~~viewed~~you ~~under~~would ~~applicable~~not ~~debtor/creditor~~receive ~~and/or~~your ~~bankruptcy~~pro orrata ~~insolvency~~portion ~~laws~~of asthe ~~either~~funds ain ~~“preferential~~the ~~transfer”~~trust oraccount auntil ~~“fraudulent~~we ~~conveyance~~liquidate the trust account.” AsIf ayou ~~result,~~are ain ~~bankruptcy~~need orof ~~insolvency~~immediate ~~court~~liquidity, you could ~~seek~~attempt to ~~recover~~ ~~some~~sell oryour ~~all~~shares ~~amounts~~in ~~received~~the byopen ~~our~~market; ~~shareholders. In addition~~however, ~~our~~at ~~board~~such oftime ~~directors~~our shares may betrade ~~viewed~~at asa ~~having~~discount ~~breached~~to ~~its~~the ~~fiduciary~~pro ~~duty~~rata toamount ~~our~~per ~~creditors~~share ~~and/or~~in ~~having~~the ~~acted~~trust inaccount. ~~bad~~In ~~faith~~either situation, ~~thereby~~you ~~exposing~~may ~~itself~~suffer ~~and~~a usmaterial toloss ~~claims~~on your investment or lose the benefit of ~~punitive damages,~~funds byexpected ~~paying~~in ~~public~~connection ~~shareholders~~with ~~from~~our ~~the~~redemption ~~trust~~until ~~account~~we ~~prior~~liquidate or you are able to ~~addressing~~sell ~~the~~your ~~claims~~shares ofin ~~creditors~~the open market.

~~Holders~~The requirement that we consummate an initial business combination within 24 months after the closing of ~~Class A~~our ~~ordinary~~initial ~~shares will~~public ~~not~~offering bemay ~~entitled~~give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to ~~vote~~conduct due diligence on ~~any~~potential ~~appointment~~business ofcombination ~~directors~~targets, in particular as we ~~hold~~approach ~~prior~~our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

~~Prior~~Any topotential ~~our~~target ~~initial~~ business ~~combination,~~with ~~only~~which ~~holders~~we ofenter ~~our~~into ~~founder~~negotiations ~~shares~~concerning a business combination will ~~have~~be ~~the~~aware ~~right~~that towe ~~vote~~must onconsummate ~~the~~an ~~appointment~~initial ofbusiness ~~directors.~~combination ~~Holders~~within 24 months from the closing of our initial public ~~shares~~offering. ~~will~~Consequently, ~~not~~such betarget ~~entitled~~business tomay ~~vote~~obtain onleverage ~~the~~over ~~appointment~~us ofin ~~directors~~negotiating ~~during~~a ~~such~~business ~~time.~~combination, Inknowing ~~addition,~~that ~~prior~~if to we do not complete our initial business combination, ~~holders~~with ofthat aparticular ~~majority~~target ofbusiness, ~~our~~we ~~founder shares~~ may ~~remove~~be aunable ~~member~~to ofcomplete ~~the~~our ~~board~~initial ofbusiness ~~directors~~combination ~~for~~with any ~~reason~~target business. ~~Accordingly,~~This ~~you~~risk ~~may~~will ~~not~~increase ~~have~~as ~~any~~we ~~say~~get incloser to the ~~management~~time offrame ~~our~~described ~~company~~above. ~~prior~~In addition, we may have limited time to ~~the~~conduct ~~consummation~~due ofdiligence an and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus

33 (COVID-19)

outbreak.

The ongoing

~~Table of Contents~~COVID-19

pandemic has resulted in, and other infectious diseases could result in, a widespread health crisis that adversely affects the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to

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

We may pursue business combination opportunities in any sector, except that we are not, under our amended and restated memorandum and articles of association, permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular 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 securities 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 holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value. COVID-19

impacts our search for a business combination and our ability to successfully consummate 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 new variants of

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. COVID-19

and the continued actions to contain

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. COVID-19

or treat its impact, among others. If the disruptions posed by

We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view. 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 adversely affected in a material way.

~~Unless~~26 we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.

34Table of Contents

In addition, our ability to consummate a transaction may be dependent on our ability to raise equity and debt financing which may be impacted by

~~Table of Contents~~COVID-19

and other events, including increased market volatility or decreased market liquidity in third party financing being unavailable on terms acceptable to us or at all.

Finally, a sustained or prolonged

We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than oneCOVID-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks. 19

resurgence, such as the new Omicron variant, may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities.

~~Our amended~~We ~~and~~may restated memorandum and articles of association authorize the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share. There are 460,000,000 and 40,000,000 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B ordinary shares, if any. The Class B ordinary shares are automatically convertible into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be ~~entitled~~able to ~~liquidating distributions from the trust account if we fail to~~ consummate an initial business combination) atwithin 24 months after the ~~time~~closing of our initial ~~business~~public ~~combination~~offering, orin ~~earlier~~which atcase ~~the~~we ~~option~~would ofcease ~~the~~all ~~holders~~operations ~~thereof~~except asfor ~~described~~the ~~herein~~purpose ~~and~~of inwinding ~~our~~up ~~amended~~ and ~~restated~~we ~~memorandum~~would ~~and~~redeem ~~articles~~our ofpublic ~~association. There are no preference~~ shares ~~issued~~ and ~~outstanding~~liquidate.

We may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares in connection with our redeeming the warrants or upon conversion of the Class B ordinary shares at a ratio greater than oneCOVID-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth herein. However, our amended and restated memorandum and articles of association provide, among other things, that prior to or in connection with our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares: 19

continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of

~~• may significantly dilute the equity interest of our investors, which dilution would increase if the anti~~COVID-~~dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;~~19

may negatively impact businesses we may seek to acquire. If we have not consummated an initial business combination within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a

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

price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the

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

redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.

•If ~~may~~we ~~have~~seek ~~the~~shareholder ~~effect~~approval of ~~delaying~~our orinitial ~~preventing~~business acombination, ~~change~~our ofsponsor, ~~control~~directors, ofexecutive usofficers, byadvisors ~~diluting~~and ~~the~~their ~~share~~affiliates ~~ownership~~may elect to purchase public shares or ~~voting~~warrants, ~~rights~~which ofmay influence a ~~person~~vote ~~seeking~~on toa ~~obtain~~proposed ~~control~~business combination and reduce the public “float” of ~~us;~~our Class A ordinary shares or public warrants.

•If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may ~~adversely~~purchase ~~affect~~public ~~prevailing~~shares or warrants in privately negotiated transactions or in the open market ~~prices~~either ~~for~~prior to or following the completion of our ~~units~~initial business combination, ~~Class~~although Athey ~~ordinary~~are ~~shares~~under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and/ have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or warrants; ~~and~~in such transactions.

•In ~~may~~the ~~not~~event ~~result~~that our sponsor, directors, executive officers, advisors or their affiliates purchase shares in ~~adjustment~~privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such transaction could be to (1) vote in favor of the ~~exercise~~business ~~price~~combination and thereby increase the likelihood of ~~our~~obtaining shareholder approval of the business combination, (2) reduce the number of public warrants.

~~Resources~~27 could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

35Table of Contents

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

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If ~~we decide not to complete~~ a ~~specific initial~~shareholder ~~business~~fails ~~combination, the costs incurred up~~ to ~~that~~receive ~~point~~notice ~~for~~of ~~the~~our ~~proposed~~offer ~~transaction likely would not be recoverable. Furthermore, if we reach an agreement relating~~ to aredeem ~~specific target business, we may fail to complete~~ our ~~initial business~~public ~~combination~~shares ~~for any number of reasons including those beyond our control. Any such event will result~~ in aconnection ~~loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge~~ with ~~another business. If we have not consummated~~ our initial business combination ~~within the required time period~~, ~~our public shareholders may receive only approximately $10.00 per public share,~~ or ~~less~~fails into ~~certain~~comply ~~circumstances,~~with on the ~~liquidation of~~procedures ~~our~~for ~~trust~~tendering ~~account~~its ~~and~~shares, ~~our~~such ~~warrants~~shares ~~will~~may ~~expire~~not ~~worthless~~be redeemed.

~~Compliance~~We ~~obligations~~will ~~under~~comply with the ~~Sarbanes-Oxley~~proxy ~~Act~~rules ~~may~~or ~~make~~tender itoffer ~~more~~rules, ~~difficult~~as ~~for~~applicable, uswhen ~~to effectuate~~conducting aredemptions in connection with our initial business combination. Despite our compliance with these rules, ~~require~~if ~~substantial~~a ~~financial~~shareholder ~~and~~fails ~~management~~to ~~resources~~receive our proxy solicitation or tender offer materials, ~~and~~as ~~increase~~applicable, such shareholder may not become aware of the ~~time~~opportunity ~~and~~to ~~costs~~redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of ~~completing~~our anpublic ~~acquisition~~shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

~~Section 404~~As of the ~~Sarbanes-Oxley~~number ~~Act requires that we evaluate and report on our system~~ of ~~internal~~special ~~controls~~purpose ~~beginning~~acquisition ~~with~~companies ~~our~~evaluating ~~Annual Report~~targets ~~on Form 10-K for the year ending December 31~~increases, ~~2021.~~attractive ~~Only~~targets inmay ~~the~~become ~~event~~scarcer weand ~~are~~there ~~deemed~~may to be amore ~~large~~competition ~~accelerated~~for ~~filer~~attractive ortargets. anThis ~~accelerated~~could ~~filer~~increase ~~and no longer qualify as an emerging growth company, will we be required to comply with~~ the ~~independent~~cost ~~registered~~of ~~public accounting firm attestation requirement on~~ our ~~internal~~initial ~~control~~business ~~over~~combination ~~financial~~and ~~reporting.~~could ~~The~~even ~~fact~~result ~~that~~in weour ~~are~~inability ~~a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared~~ to ~~other~~find ~~public companies because~~ a target ~~business~~or ~~with which we seek~~ to ~~complete~~consummate ~~our~~an initial business combination ~~may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls~~. ~~The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.~~

WeIn ~~may~~recent years, the number of special purpose acquisition companies that have abeen ~~limited~~formed ~~ability~~has toincreased ~~assess~~substantially. ~~the~~Many ~~management~~potential oftargets afor ~~prospective~~special ~~target~~purpose acquisition companies have already entered into an initial business ~~and~~combination, asand athere ~~result,~~are ~~may~~still ~~affect~~many ~~our~~special purpose acquisition companies seeking targets for their initial business combination ~~with~~, as well as many such companies currently in registration. As a ~~target~~result, ~~business~~at ~~whose~~times, ~~management~~fewer attractive targets may ~~not~~be ~~have~~available, ~~the~~and ~~skills~~it may require more time, ~~qualifications~~more oreffort ~~abilities~~and more resources to ~~manage~~identify a ~~public~~suitable ~~company~~target and to consummate an initial business combination.

~~When evaluating~~In ~~the~~addition, ~~desirability~~because ofthere ~~effecting~~are ~~our~~more ~~initial~~special ~~business~~purpose ~~combination~~acquisition ~~with~~companies aseeking ~~prospective~~to ~~target~~enter into an initial business, ~~our~~combination ~~ability~~with toavailable ~~assess~~targets, the ~~target~~competition ~~business’s~~for ~~management~~available ~~may~~targets bewith ~~limited~~attractive ~~due~~fundamentals toor abusiness ~~lack~~models ofmay ~~time~~increase, ~~resources~~which orcould ~~information.~~cause ~~Our~~target ~~assessment of~~companies ~~the~~to ~~capabilities~~demand ofimproved ~~the~~financial ~~target~~terms. ~~business’s~~Attractive ~~management,~~deals ~~therefore,~~could ~~may~~also ~~prove~~become toscarcer befor ~~incorrect~~other ~~and~~reasons, such ~~management~~as ~~may~~economic ~~lack~~or ~~the~~industry ~~skills~~sector downturns, ~~qualifications~~geopolitical ortensions ~~abilities~~including webetween ~~suspected~~the U.S. ~~Should~~and ~~the~~China ~~target~~and ~~business’s~~between ~~management~~Russia ~~not~~and ~~possess the skills~~Ukraine, ~~qualifications~~ or ~~abilities~~increases ~~necessary~~in tothe ~~manage~~cost aof ~~public~~additional ~~company,~~capital ~~the~~needed ~~operations~~to ~~and~~close ~~profitability~~business ofcombinations ~~the~~or operate targets post-business combination. ~~business~~This ~~may~~could beincrease ~~negatively~~the ~~impacted.~~cost ~~Accordingly~~of, ~~any~~delay ~~holders~~or ~~who~~otherwise ~~choose~~complicate toor ~~retain~~frustrate ~~their~~our ~~securities~~ability ~~following~~to ~~the business~~find ~~combination~~and ~~could~~consummate ~~suffer~~an ainitial ~~reduction~~business incombination, ~~the~~and ~~value~~may ofresult ~~their~~in ~~securities.~~our ~~Such~~inability ~~holders~~to ~~are~~consummate ~~unlikely~~an toinitial ~~have~~business acombination ~~remedy~~on ~~for~~terms ~~such~~favorable ~~reduction~~to inour ~~value~~investors altogether.

We28 may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

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

•Because ~~default~~of our limited resources and ~~foreclosure~~the onsignificant ~~our~~competition ~~assets~~for ifbusiness combination opportunities, it may be more difficult for us to complete our ~~operating~~initial ~~revenues~~business ~~after~~combination. anIf we have not consummated our initial business combination ~~are~~within ~~insufficient~~the torequired ~~repay~~time period, our ~~debt~~public ~~obligations;~~shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

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

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

redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.

•If ~~our~~the ~~immediate~~net ~~payment~~proceeds of ~~all~~our ~~principal~~initial public offering and ~~accrued~~the ~~interest,~~sale ifof ~~any~~the private placement warrants not being held in the trust account are insufficient to allow us to operate for 24 months following the closing of our initial public offering, ifit could limit the ~~debt~~amount isavailable ~~payable~~to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on ~~demand;~~loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination.

As of December 31, 2021, we had $1,027,517 in cash held outside the trust account to fund our working capital requirements. We believe that, upon the closing of our initial public offering, the funds available to us outside of the trust account, together with funds available from loans from our sponsor, its affiliates or members of our management team will be sufficient to allow us to operate for 24 months following the closing of our initial public offering; however, we cannot assure you that our estimate is accurate, and our sponsor, its affiliates or members of our management team are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a

36 “no-shop”

provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such 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.

If we are required to seek additional capital, we would need to borrow funds from our sponsor, its affiliates, members of our management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor their affiliates is under any obligation to us in such circumstances. Any such advances may be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, its affiliates or members of our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we have not consummated our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the

~~Table of Contents~~per-share

redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.

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

•Table ~~our~~of ~~inability to pay dividends on our Class A ordinary shares;~~Contents

•We ~~using~~may aseek ~~substantial~~business ~~portion~~combination ofopportunities ~~our~~with ~~cash~~a ~~flow~~high todegree ~~pay~~of ~~principal~~complexity ~~and~~that ~~interest~~require onsignificant ~~our~~operational ~~debt~~improvements, which ~~will~~could ~~reduce~~delay ~~the~~or ~~funds~~prevent ~~available~~us ~~for~~from ~~dividends~~achieving on our ~~Class~~desired Aresults. ~~ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;~~

•We ~~limitations~~may onseek ~~our~~business ~~flexibility~~combination inopportunities ~~planning~~with ~~for~~large, ~~and~~highly ~~reacting~~complex companies that we believe would benefit from operational improvements. While we intend to ~~changes~~implement insuch improvements, to the extent that our ~~business~~efforts ~~and~~are indelayed or we are unable to achieve the ~~industry~~desired inimprovements, ~~which~~the business combination may not be as successful as we ~~operate;~~anticipate.

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

•Our ~~limitations~~shareholders onmay ~~our~~be ~~ability~~held toliable ~~borrow additional amounts~~ for ~~expenses,~~claims ~~capital~~by ~~expenditures,~~third ~~acquisitions,~~parties ~~debt~~against ~~service~~us ~~requirements,~~to ~~execution~~the extent of ~~our~~distributions ~~strategy~~received ~~and~~by ~~other~~them ~~purposes~~upon ~~and~~redemption ~~other~~of ~~disadvantages~~their ~~compared to our competitors who have less debt~~shares.

WeIf ~~may~~we ~~only~~are forced to enter into an insolvent liquidation, any distributions received by shareholders could be ~~able~~viewed toas ~~complete~~an ~~one~~unlawful ~~business~~payment ~~combination~~if ~~with~~it was proved that immediately following the ~~proceeds~~date ofon which the distribution was made, we were unable to pay our ~~initial~~debts ~~public~~as ~~offering~~they ~~and~~fall due in the ~~sale~~ordinary course of ~~the~~business. ~~private~~As ~~placement~~a ~~warrants~~result, ~~which~~ ~~will~~a ~~cause~~liquidator uscould seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be ~~solely~~viewed ~~dependent~~as onhaving abreached ~~single~~their ~~business~~fiduciary ~~which~~duties to us or our creditors and/or may have aacted ~~limited~~in ~~number~~bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of ~~products~~creditors. orWe ~~services~~cannot assure you that claims will not be brought against us for these reasons. ~~This~~We ~~lack~~and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of ~~diversification~~our ~~may~~share ~~negatively~~premium ~~impact~~account while we were unable to pay our ~~operations~~debts as they fall due in the ordinary course of business would be guilty of an offence and ~~profitability~~may be liable to a fine of $18,292.68 and to imprisonment for five years in the Cayman Islands.

~~The~~We ~~net proceeds from our initial public offering and the sale of the private placement warrants provided us with up to $400,085,104 that we~~ may ~~use~~not tohold ~~complete~~an ~~our~~annual ~~initial~~general ~~business~~meeting ~~combination~~until ~~(before~~after ~~taking into account~~ the ~~$13,125,000~~consummation of ~~deferred underwriting commissions being held in the trust account and the estimated non-reimbursed expenses of~~ our initial ~~public~~business ~~offering)~~combination.

WeIn ~~may~~accordance ~~effectuate our initial business combination~~ with athe ~~single-target~~NYSE ~~business~~corporate orgovernance ~~multiple-target businesses simultaneously or within a short period of time. However~~requirements, we ~~may~~are not berequired ~~able~~ to ~~effectuate~~hold ~~our~~an ~~initial~~annual ~~business~~general ~~combination~~meeting ~~with~~until ~~more than~~ one ~~target~~year ~~business~~after ~~because~~our offirst ~~various~~fiscal ~~factors,~~year ~~including~~end ~~the~~following ~~existence~~our oflisting ~~complex~~on ~~accounting issues and~~ the ~~requirement~~NYSE. ~~that~~As wean ~~prepare~~exempted ~~and~~company, ~~file~~there ~~pro~~is ~~forma~~no ~~financial~~requirement ~~statements~~under ~~with~~ the ~~SEC~~Companies ~~that~~Act ~~present~~for ~~operating~~us ~~results~~to ~~and~~hold ~~the~~annual ~~financial~~or ~~condition~~extraordinary ofgeneral ~~several~~meetings ~~target~~to ~~businesses~~elect ~~as if they had been operated on a combined basis~~directors. ByUntil ~~completing our~~we ~~initial~~hold ~~business~~an ~~combination~~annual ~~with~~general ~~only a single entity~~meeting, ~~our~~public ~~lack~~shareholders ofmay ~~diversification~~not ~~may~~be ~~subject~~afforded usthe opportunity to ~~numerous~~appoint ~~economic,~~directors ~~competitive~~ and ~~regulatory~~to ~~developments.~~discuss ~~Further,~~company weaffairs ~~would~~with ~~not~~management. beOur ~~able~~board toof ~~diversify~~directors ~~our~~is ~~operations~~divided orinto ~~benefit~~three ~~from~~classes ~~the possible~~with ~~spreading~~only ofone ~~risks~~class ~~or offsetting~~ of ~~losses,~~directors ~~unlike~~being ~~other~~appointed ~~entities~~in ~~which~~each ~~may~~year ~~have~~and ~~the~~each ~~resources~~class to(except ~~complete~~for ~~several~~those ~~business~~directors ~~combinations~~appointed inprior ~~different~~to ~~industries~~our orfirst ~~different~~annual ~~areas~~general ofmeeting) serving a ~~single~~three-year ~~industry~~term. ~~Accordingly, the prospects for our success may be:~~

•We ~~solely~~may ~~dependent~~seek ~~upon~~acquisition ~~the~~opportunities ~~performance~~in ofindustries aor ~~single~~sectors ~~business,~~which ~~property~~may or ~~asset;~~may ornot be outside of our management’s area of expertise.

•We ~~dependent~~will ~~upon~~consider a business combination outside of our management’s area of expertise if a business combination target is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the ~~development~~risks inherent in any particular business combination target, we cannot assure you that we will adequately ascertain or ~~market~~assess ~~acceptance~~all of the significant risk factors. We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable to investors in our initial public offering than a ~~single~~direct investment, if an opportunity were available, in a business combination target. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or ~~limited~~operation, ~~number~~and the information contained in this Report regarding the areas of ~~products~~our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, ~~processes~~our management may not be able to adequately ascertain or ~~services~~assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

~~This~~30 lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

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

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

37 as-converted

basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our initial public offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, any of its affiliates or any members of our management team upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than

~~Table of Contents~~one-to-one.

This is different than some other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination.

We ~~may~~do ~~attempt~~not tohave ~~complete~~a ~~our~~specified ~~initial~~maximum ~~business~~redemption ~~combination~~threshold. ~~with~~The absence of such a ~~private~~redemption ~~company~~threshold ~~about~~may ~~which~~make ~~little information~~it ispossible ~~available,~~for ~~which~~us ~~may~~to ~~result~~complete inour ainitial business combination with which a ~~company~~substantial ~~that~~majority isof ~~not~~our asshareholders ~~profitable~~do asnot ~~we suspected, if at all~~agree.

InOur ~~pursuing~~amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that in no event will we redeem our ~~acquisition~~public ~~strategy~~shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). As a result, we may ~~seek~~be able to ~~effectuate~~complete our initial business combination ~~with~~even though a ~~privately~~substantial ~~held~~majority ~~company.~~of ~~Very~~our ~~little~~ public ~~information~~shareholders ~~generally~~do ~~exists~~not ~~about~~agree ~~private~~with ~~companies~~the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we ~~could~~would be required to ~~make~~pay ~~our~~for ~~decision~~all onClass A ~~whether~~ordinary shares that are validly submitted for redemption plus any amount required to ~~pursue~~satisfy acash ~~potential~~conditions ~~initial~~pursuant to the terms of the proposed business combination onexceed the ~~basis~~aggregate amount of ~~limited~~cash ~~information~~available to us, ~~which~~we ~~may~~will ~~result~~not incomplete athe business combination ~~with~~ aor ~~company~~redeem ~~that~~any isshares, ~~not~~all asClass A ~~profitable~~ordinary asshares wesubmitted ~~suspected~~for redemption will be returned to the holders thereof, ifand atwe ~~all~~instead may search for an alternate business combination.

~~Because~~A weprovision ~~must~~of ~~furnish~~ our ~~shareholders~~warrant ~~with~~agreement ~~target~~may ~~business~~make ~~financial statements,~~it wemore ~~may~~difficult ~~lose~~for ~~the~~us ~~ability~~ to ~~complete~~consummate an ~~otherwise advantageous~~ initial business combination ~~with some prospective target businesses~~.

~~The~~Unlike ~~federal~~most ~~proxy~~blank ~~rules~~check ~~require~~companies, ~~that~~if a(x) we ~~proxy~~issue ~~statement~~additional ~~with~~Class A ~~respect~~ordinary toshares aor ~~vote~~equity-linked onsecurities afor ~~business~~capital ~~combination~~raising ~~meeting~~purposes ~~certain~~in ~~financial~~connection ~~significance tests~~with ~~include~~the ~~historical~~closing ~~and/or~~of ~~pro~~our ~~forma~~initial ~~financial~~business ~~statement~~combination ~~disclosure~~at inan ~~periodic~~issue ~~reports.~~price Weor ~~will~~effective ~~include~~issue ~~the~~price ~~same~~of ~~financial~~less ~~statements~~than ~~disclosure~~$9.20 inper ~~connection~~ordinary share, (with ~~our~~such ~~tender~~issue ~~offer~~price ~~documents,~~or ~~whether~~effective orissue ~~not~~price ~~they~~to ~~are~~be ~~required~~determined ~~under~~in ~~the~~good ~~tender offer~~faith ~~rules.~~by ~~These~~our ~~financial~~board ~~statements~~of ~~may~~directors beand, ~~required~~in the case of any such issuance to beour ~~prepared~~sponsor inor ~~accordance~~its ~~with~~affiliates, orwithout betaking ~~reconciled~~into ~~to,~~account ~~accounting~~any ~~principles~~founder ~~generally~~shares ~~accepted~~held inby ~~the~~our ~~United~~sponsor ~~States~~or ofsuch ~~America~~affiliates, oras ~~GAAP~~applicable, orprior ~~international~~to ~~financial~~such ~~reporting~~issuance) ~~standards~~(the ~~as issued~~“Newly byIssued Price”), (y) the ~~International~~aggregate ~~Accounting~~gross ~~Standards~~proceeds ~~Board,~~from orsuch ~~IFRS,~~issuances ~~depending~~represent onmore ~~the~~than ~~circumstances~~60% ~~and~~of the ~~historical~~total ~~financial~~equity ~~statements~~proceeds, ~~may~~and beinterest ~~required~~thereon, toavailable befor ~~audited~~the infunding ~~accordance~~of ~~with~~our initial business combination on the ~~standards~~date of the ~~Public~~consummation ~~Company~~of ~~Accounting~~our ~~Oversight~~initial ~~Board~~ business combination (~~United~~net ~~States~~of redemptions), orand ~~PCAOB.~~(z) the ~~These~~volume ~~financial~~weighted ~~statement~~average ~~requirements~~trading ~~may~~price ~~limit~~of ~~the~~our ~~pool~~Class A ofordinary ~~potential~~shares ~~target~~during ~~businesses~~the we20 ~~may~~trading ~~acquire~~day ~~because~~period ~~some~~starting ~~targets~~on ~~may~~the betrading ~~unable~~day prior to ~~provide~~the ~~such~~day ~~statements~~on inwhich ~~time~~we ~~for~~consummate usour toinitial ~~disclose~~business combination (such ~~statements~~price, inthe ~~accordance with~~“Market ~~federal~~Value”) ~~proxy~~is ~~rules~~below ~~and~~$9.20 ~~complete~~per ~~our~~share, ~~initial~~the ~~business~~exercise ~~combination~~price ~~within~~of the ~~prescribed~~warrants ~~time~~will ~~frame.~~be adjusted (to the nearest cent) to be equal

If31 we have not consummated an initial business combination within 24 months from the closing of our initial public offering, our public shareholders may be forced to wait beyond such 24 months before redemption from our trust account.

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

38to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

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

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

of our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant agreement will require a vote of holders of at least 65% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 65% of the number of the then-outstanding private placement warrants. In addition, our amended and restated memorandum and articles of association require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through our initial public offering, we would register, or seek an exemption from registration for, the affected securities.

IfOur wesponsor ~~are~~controls ~~deemed~~a tosubstantial beinterest anin ~~investment~~us ~~company~~and ~~under~~thus ~~the~~may ~~Investment~~exert ~~Company~~a ~~Act,~~substantial ~~our~~influence ~~activities~~on ~~may~~actions berequiring ~~restricted~~a shareholder vote, ~~including:~~potentially in a manner that you do not support.

Upon closing of our initial public offering, our initial shareholders owned, on an

~~• restrictions on the nature of our investments; and~~as-converted

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

•32 ~~restrictions on the issuance of securities,~~

~~each~~Table of ~~which may make it difficult for us to complete our initial business combination.~~ Contents

InAfter ~~addition~~our initial business combination, weit ~~may~~is ~~have~~possible ~~imposed~~that ~~upon~~a usmajority ~~burdensome~~of ~~requirements~~our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore, ~~including:~~investors may not be able to enforce federal securities laws or their other legal rights.

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

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

•You ~~reporting,~~will ~~record~~not ~~keeping,~~be ~~voting,~~entitled ~~proxy~~to ~~and~~protections ~~disclosure~~normally ~~requirements~~afforded ~~and~~to ~~other~~investors ~~rules~~of ~~and~~many ~~regulations~~other ~~that~~blank wecheck ~~are currently not subject to~~companies.

Since the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000 upon the completion of our initial public offering and the sale of the private placement warrants and have filed a Current Report on Form

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post8-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor. K,

including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means that since our units were immediately tradable and we had a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our initial public offering had been subject to Rule 419, that rule would have prohibited 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.

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

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues with 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 business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or

39 write-off

assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be

~~Table of Contents~~non-cash

items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming

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

debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

~~Some~~33 other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to the rights of a company’s shareholders, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s public shareholders. Our amended and restated memorandum and articles of association provide that any of its provisions related to the rights of holders of our Class A ordinary shares (including the requirement to deposit proceeds of our initial public offering and the placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our ordinary shares; provided that the provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. Our initial shareholders who beneficially own, on an as-converted basis, 20% of our ordinary shares following the closing of our initial public offering, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

~~Our~~Table ~~sponsor, executive officers and directors have agreed, pursuant to agreements with us, that they will not propose any amendment to our amended and restated memorandum and articles~~ of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers and directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law. Contents

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per ~~public~~ -share~~, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.~~

redemption amount received by shareholders may be less than $10.00 per public share.

40Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our 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 have not consummated an initial business combination within 24 months from the closing of our initial public offering, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the

~~Table of Contents~~per-share

redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to a letter agreement, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations; provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. 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.

~~Although~~However, we ~~believe~~have ~~that~~not ~~the~~asked ~~net proceeds of~~ our ~~initial~~sponsor ~~public offering and the sale of the private placement warrants will be sufficient~~ to ~~allow~~reserve usfor tosuch ~~complete~~indemnification ~~our initial business combination~~obligations, ~~because~~nor we have ~~not yet negotiated the acquisition of a target business~~ we ~~cannot~~independently ~~ascertain~~verified ~~the~~whether ~~capital requirements for any particular transaction. If the net proceeds of~~ our ~~initial~~sponsor ~~public~~has ~~offering~~sufficient ~~and~~funds ~~the sale of the private placement warrants prove~~ to besatisfy ~~insufficient,~~its ~~either~~indemnity ~~because~~obligations ofand ~~the~~we ~~size~~believe ofthat our ~~initial~~sponsor’s ~~business~~only ~~combination,~~assets ~~the~~are ~~depletion~~securities of ~~the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with~~ our ~~initial~~company. ~~business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination~~Therefore, we ~~may be required to seek additional financing or to abandon the proposed business combination. We~~ cannot assure you that ~~such~~our ~~financing~~sponsor ~~will~~would be ~~available~~able onto ~~acceptable~~satisfy ~~terms,~~those ~~if at all~~obligations. ~~The~~As ~~current economic~~a ~~environment~~result, ~~has~~if ~~made~~any itsuch ~~especially~~claims ~~difficult~~were ~~for~~successfully ~~companies~~made toagainst ~~obtain acquisition financing. To~~ the ~~extent~~trust ~~that additional financing proves to be unavailable when needed to complete our initial business combination~~account, ~~we would be compelled to either restructure~~ the ~~transaction~~funds oravailable ~~abandon~~for ~~that particular business combination and seek an alternative target business candidate. If we have not consummated~~ our initial business combination ~~within~~and ~~the~~redemptions ~~required~~could ~~time~~be ~~period,~~reduced ~~our~~to ~~public shareholders~~less ~~may~~than ~~receive only approximately~~ $10.00 per public share~~, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless~~. In ~~addition~~such event, ~~even if~~ we domay not ~~need~~be ~~additional~~able ~~financing~~ to complete our initial business combination, weand ~~may~~you ~~require~~would receive such ~~financing~~lesser toamount ~~fund~~per ~~the~~share ~~operations~~in orconnection ~~growth~~with ofany ~~the~~redemption ~~target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth~~ of ~~the~~your ~~target~~public ~~business~~shares. None of our officers, ~~directors~~ or ~~shareholders~~directors iswill ~~required~~indemnify tous ~~provide~~for ~~any~~claims ~~financing~~by tothird usparties inincluding, ~~connection~~without ~~with~~limitation, orclaims ~~after~~by ~~our~~vendors ~~initial~~and ~~business~~prospective ~~combination~~target businesses.

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

~~The~~In ~~securities~~the event that the proceeds in ~~which~~ wethe ~~invest~~trust account are reduced below the ~~proceeds~~lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account ~~could~~as ~~bear~~of athe ~~negative~~date ~~rate~~of the liquidation of ~~interest,~~the ~~which~~trust ~~could~~account ~~reduce~~if ~~the~~less ~~interest~~than ~~income~~$10.00 ~~available~~per ~~for~~public ~~payment~~share ofdue ~~taxes~~to orreductions ~~reduce~~in the value of the trust assets, ~~held~~ in ~~trust~~each ~~such~~case ~~that~~net of the ~~per~~interest ~~share~~that ~~redemption~~ may be withdrawn to pay our tax obligations, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance for a variety of reasons. If our independent directors choose not to enforce these indemnification obligations, the amount ~~received~~of byfunds in the trust account available for distribution to our public shareholders may be ~~less~~reduced ~~than~~below $10.00 per public share.

~~The~~34 net proceeds of our initial public offering and certain proceeds from the sale of the private placement warrants, in the amount of $400,000,000 may only be invested in direct U.S. Treasury obligations having a maturity of 185 days or less, or in certain money market funds which invest only in direct U.S. Treasury obligations. While short-term U.S. Treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event of very low or negative yields, the amount of interest income (which we may withdraw to pay income taxes, if any) would be reduced. In the event that we are unable to complete our initial business combination, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income. If the balance of the trust account is reduced below $400,000,000 as a result of negative interest rates, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

IfTable ~~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. Contents

IfWe wemay ~~seek shareholder approval of our initial business combination and we do~~ not ~~conduct~~have ~~redemptions~~sufficient infunds ~~connection with our initial business combination pursuant~~ to ~~the~~satisfy ~~tender~~indemnification ~~offer~~claims ~~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 redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our ~~initial~~directors public offering, which we refer to as the “Excess Shares,” without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and ~~you~~executive ~~could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions~~officers. 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.

41We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or

~~Table of Contents~~winding-up

petition or an involuntary bankruptcy or

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

petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the

Our units, Class A ordinary shares and warrants are currently listed on the NYSE. Although after giving effect to our initial public offering we expect to continue to meet, on a pro forma basis, the minimum initial listing standards set forth in the NYSE listing standards, our securities may not be, or may not continue to be, listed on the NYSE in the future or prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and per-share ~~price levels. Generally, we must maintain a minimum market capitalization (generally $50,000,000) and a minimum number of holders of our securities (generally 300 public holders).~~

amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or

Additionally, our units will not be traded after completion of our initial business combination and, in connection with our initial business combination, we will be required to demonstrate compliance with the NYSE initial listing requirements, which are more rigorous than the NYSE continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE. winding-up

petition or an involuntary bankruptcy or

For instance, in order for our shares to be listed upon the consummation of our business combination, at such time our share price would generally be required to be at least $4.00 per share, our total market capitalization would be required to be at least $200.0 million, the aggregate market value of publicly held shares would be required to be at least $100.0 million and we would be required to have at least 400 round lot shareholders. We may not be able to meet those listing requirements at that time. winding-up

If the NYSE delists any of our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an overper-~~the-counter market. If this were to occur, we could face significant material adverse consequences, including:~~ share

amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or

~~• a limited availability of market quotations for our securities;~~winding-up

petition or an involuntary bankruptcy or

~~• reduced liquidity for our securities;~~winding-up

petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or

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

petition or an involuntary bankruptcy or

~~• a limited amount of news and analyst coverage; and~~winding-up

petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our 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.

•Holders aof ~~decreased~~Class A ~~ability~~ordinary shares will not be entitled to ~~issue~~vote ~~additional~~on ~~securities~~any orappointment ~~obtain~~of ~~additional~~directors ~~financing~~we inhold ~~the~~prior ~~future~~to our initial business combination.

~~The~~Prior ~~National~~to ~~Securities~~our ~~Markets~~initial ~~Improvement~~business ~~Act of 1996~~combination, ~~which~~only isholders aof ~~federal~~our ~~statute,~~founder ~~prevents~~shares orwill ~~preempts~~have the ~~states from~~right ~~regulating~~to vote on the ~~sale~~appointment of ~~certain securities, which are referred to as “covered securities~~directors.” ~~Because~~Holders of our ~~units,~~public ~~Class A~~shares ~~ordinary~~will ~~shares~~not ~~and~~be ~~warrants~~entitled ~~are~~to ~~listed~~vote on the ~~NYSE,~~appointment ~~our~~of ~~units,~~directors ~~Class A~~during ~~ordinary~~such ~~shares and warrants qualify as covered securities under the statute~~time. ~~Although~~In ~~the~~addition, ~~states~~prior ~~are~~to ~~preempted~~our ~~from~~initial ~~regulating~~business ~~the~~combination, ~~sale~~holders of ~~covered~~a ~~securities,~~majority ~~the~~of ~~federal~~our ~~statute~~founder ~~does~~shares ~~allow~~may ~~the~~remove ~~states to investigate companies if there is~~ a ~~suspicion~~member of ~~fraud,~~the ~~and,~~board ifof ~~there~~directors ~~is a~~for ~~finding~~any ofreason. ~~fraudulent activity~~Accordingly, ~~then~~you ~~the~~may ~~states~~not ~~can~~have ~~regulate~~any orsay ~~bar~~in the ~~sale~~management of ~~covered~~our ~~securities~~company inprior ato ~~particular~~the ~~case.~~consummation ~~While~~of wean ~~are~~initial ~~not~~business ~~aware~~combination. ~~of a state~~

~~having~~35 used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

ATable ~~market for our securities may not develop, which would adversely affect the liquidity and price~~ of ~~our securities.~~ Contents

~~The~~Because ~~price~~we ofare ~~our~~neither ~~securities~~limited ~~may vary significantly due~~ to evaluating a ~~potential~~target business ~~combination~~in ~~and~~a ~~general~~particular ~~market~~industry orsector ~~economic~~nor ~~conditions,~~have ~~including as~~we aselected ~~result~~any ofspecific ~~the COVID-19 outbreak.~~target ~~Furthermore,~~businesses anwith ~~active~~which ~~trading~~to ~~market~~pursue ~~for~~ our ~~securities~~initial ~~may~~business ~~never develop or~~combination, ifyou ~~developed,~~will ~~it may not~~ be ~~sustained. You may be~~ unable to ~~sell~~ascertain ~~your~~the ~~securities unless~~merits aor ~~market~~risks ~~can~~of beany ~~established~~particular ~~and~~target ~~sustained~~business’s operations.

42We may pursue business combination opportunities in any sector, except that we are not, under our amended and restated memorandum and articles of association, permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular 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 securities 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 holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

~~Table~~Although ofwe ~~Contents~~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.

~~Provisions~~Although inwe have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our ~~amended~~initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and ~~restated~~guidelines. ~~memorandum~~In addition, if we announce a prospective business combination with a target that does not meet our general criteria and ~~articles~~guidelines, a greater number of ~~association~~shareholders may ~~inhibit~~exercise their redemption rights, which may make it difficult for us to meet any closing condition with a ~~takeover~~target of business that requires us to have a minimum net worth or a certain amount of cash. In addition, ~~which~~if ~~could~~shareholder ~~limit~~approval of the ~~price~~transaction ~~investors~~is ~~might~~required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be ~~willing~~more difficult for us to ~~pay~~attain inshareholder approval of our initial business combination if the ~~future~~target ~~for~~business does not meet our ~~Class A~~general ~~ordinary~~criteria ~~shares~~and guidelines. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and ~~could~~our ~~entrench~~warrants ~~management~~will expire worthless.

~~Our~~We ~~amended~~are ~~and~~not ~~restated~~required ~~memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider~~ to beobtain inan ~~their~~opinion ~~best~~from ~~interests.~~an ~~These~~independent ~~provisions~~accounting ~~will~~or ~~include~~investment abanking ~~staggered board of directors~~firm, ~~the ability of the board of directors to designate the terms of~~ and ~~issue new series of preference shares~~consequently, ~~and~~you ~~the~~may ~~fact that prior to the completion of our initial business combination only holders of our Class B ordinary shares, which~~ have ~~been~~no ~~issued~~assurance tofrom ~~our~~an ~~sponsor,~~independent ~~are~~source ~~entitled~~that ~~to vote on~~ the ~~appointment~~price ofwe ~~directors,~~are ~~which~~paying ~~may~~for ~~make more difficult~~ the ~~removal~~business ~~of management~~is ~~and~~fair ~~may~~to ~~discourage~~our ~~transactions~~shareholders ~~that~~from ~~otherwise~~a ~~could~~financial ~~involve~~point ~~payment~~ of ~~a premium over prevailing market prices for our securities~~view.

~~The grant~~Unless ofwe ~~registration~~complete ~~rights~~our toinitial ~~our~~business ~~sponsor~~combination ~~may~~with ~~make~~an itaffiliated ~~more~~entity, ~~difficult~~we are not required to ~~complete~~obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to our ~~initial~~shareholders ~~business~~from ~~combination~~a financial point of view. If no opinion is obtained, ~~and~~our shareholders will be relying on the ~~future~~judgment ~~exercise~~of our board of ~~such~~directors, ~~rights~~who ~~may~~will ~~adversely~~determine ~~affect~~fair market value based on standards generally accepted by the ~~market~~financial ~~price~~community. ofSuch standards used will be disclosed in our ~~Class A~~proxy ~~ordinary~~solicitation ~~shares~~or tender offer materials, as applicable, related to our initial business combination.

~~Pursuant~~36 to a registration and shareholder rights agreement, our sponsor and its permitted transferees can demand that we register the resale of the Class A ordinary shares into which founder shares are convertible, the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion of working capital loans and the Class A ordinary shares issuable upon conversion of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our securities that is expected when the securities owned by our sponsor or its permitted transferees are registered for resale.

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

We issued warrants to purchase 20,000,000 of our Class A ordinary shares as part of the units offered in our initial public offering and, simultaneously with the closing of our initial public offering, we issued in a private placement an aggregate of 10,500,000 private placement warrants, each exercisable to purchase one ~~Class A ordinary share at $11.50 per share, subject~~ -to adjustment. In addition, if the sponsor, its affiliates or a member of our management team makes any working capital loans, it may convert up to $1,500,000 of such loans into up to an additional 1,500,000 private placement warrants, at the price of $1.00 per warrant. We may also issue Class A ordinary shares in connection with our redemption of our warrants. -one

at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.

ToOur ~~the~~amended ~~extent~~and werestated ~~issue~~memorandum ~~ordinary~~and ~~shares~~articles ~~for~~of ~~any~~association ~~reason,~~authorize ~~including to effectuate a business combination,~~ the ~~potential for the~~ issuance of a ~~substantial~~up ~~number~~to of500,000,000 ~~additional~~ Class A ordinary shares, ~~upon~~par ~~exercise~~value ~~of these warrants could make us a less attractive acquisition vehicle to a target business~~$0.0001 ~~Such~~per ~~warrants~~share, ~~when exercised~~50,000,000 ~~will increase the number of issued and outstanding~~ Class AB ordinary shares, ~~and~~par ~~reduce~~value ~~the~~$0.0001 ~~value~~per ofshare, ~~the~~and ~~Class A~~5,000,000 ~~ordinary~~preference shares, ~~issued~~par tovalue ~~complete the business transaction~~$0.0001 ~~Therefore,~~per ~~our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business~~share.

WeThere are ~~not~~460,000,000 ~~registering~~and ~~the~~40,000,000 authorized but unissued Class A ordinary shares ~~issuable~~and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of ~~the~~outstanding warrants ~~under~~or shares issuable upon conversion of the ~~Securities~~ ~~Act~~Class B orordinary shares, if any. ~~state~~The ~~securities~~Class B ~~laws~~ordinary atshares ~~this~~are ~~time,~~automatically ~~and~~convertible into Class A ordinary shares (which such ~~registration~~Class A ~~may~~ordinary shares delivered upon conversion will not behave inany ~~place~~redemption ~~when~~rights anor ~~investor~~be ~~desires~~entitled to ~~exercise~~liquidating ~~warrants,~~distributions ~~thus~~from ~~precluding~~the ~~such~~trust ~~investor~~account ~~from~~if ~~being~~we ~~able~~fail to ~~exercise~~consummate ~~its~~an ~~warrants~~initial ~~except~~business oncombination) aat ~~cashless~~the ~~basis~~time of our initial business combination or earlier at the option of the holders thereof as described herein and ~~potentially~~ ~~causing~~in ~~such~~our ~~warrants~~amended toand ~~expire~~restated ~~worthless~~memorandum and articles of association. There are no preference shares issued and outstanding.

We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts one-to ~~file with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become~~ -one

at the time of our initial business combination as a result of the anti-dilution provisions as set forth herein. However, our amended and restated memorandum and articles of association provide, among other things, that prior to or in connection with our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:

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

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

~~effective~~• ~~within~~could 60cause ~~business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and~~ a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in ~~the~~control ~~information~~if set forth in the registration statement or final prospectus relating to our initial public offering, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a ~~stop~~substantial order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class ~~A ordinary~~ ~~shares that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class~~ A ordinary shares per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are ~~at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act~~issued, wewhich may, ~~at our option~~affect, ~~require~~among ~~holders~~other ~~of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and~~things, inour ~~the~~ability ~~event we so elect, we will not be required~~ to ~~file or maintain in effect a registration statement, but we will~~ use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. In no event will we be required to net ~~cash~~operating ~~settle~~loss ~~any~~carry ~~warrant~~forwards, orif 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 qualificationany, ~~the holder of such warrant shall not be entitled to exercise such warrant~~ and ~~such~~could ~~warrant~~result 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.~~resignation ~~There~~or ~~may~~removal ~~be a circumstance where an exemption from registration exists for holders~~ of our ~~private~~present placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in our initial public offering. In such an instance, our sponsor and its permitted transferees (which may include our directors and executive officers) ~~would be able to exercise their warrants~~ and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants. directors;

~~The warrants~~• may ~~become~~have ~~exercisable~~the ~~and~~effect ~~redeemable~~of ~~for~~delaying or preventing a ~~security~~change ~~other~~of ~~than~~control ~~the~~of ~~Class A~~us ~~ordinary~~by ~~shares,~~diluting ~~and~~the ~~you~~share ~~will~~ownership ~~not~~or ~~have~~voting ~~any~~rights ~~information~~of ~~regarding~~a ~~such~~person ~~other~~seeking ~~security~~to atobtain ~~this~~control ~~time.~~of us;

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

We• may ~~amend~~not ~~the~~result ~~terms of the warrants~~ in aadjustment ~~manner that may be adverse~~ to ~~holders of public warrants with~~ the ~~approval by the holders of at least 65% of the then-outstanding public warrants. As a result, the~~ exercise price of ~~your warrants could be increased, the exercise period could be shortened and the number of~~ our ~~Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval~~warrants.

4437

Table of Contents

~~Our~~Resources ~~warrants~~could ~~were~~be ~~issued~~wasted in ~~registered~~researching ~~form~~acquisitions ~~under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides~~ that ~~the~~are ~~terms~~not ~~of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake~~completed, ~~including~~which tocould ~~conform~~materially ~~the~~adversely ~~provisions~~affect ofsubsequent ~~the~~attempts ~~warrant agreement~~ to ~~the~~locate ~~description of the terms of the warrants~~ and ~~the~~acquire ~~warrant agreement set forth in the final prospectus related to our initial public offering,~~ or ~~defective~~merge ~~provision (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance~~ with ~~the~~another ~~warrant~~business. ~~agreement~~If orwe ~~(iii) adding~~have ~~or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to~~ not ~~adversely~~consummated ~~affect~~our ~~the~~initial ~~rights~~business ofcombination ~~the~~within ~~registered holders of~~ the ~~warrants; provided that the approval by the holders of at least 65% of the then-outstanding public warrants is~~ required totime ~~make~~period, ~~any~~our ~~change that adversely affects the interests of the registered holders of~~ public ~~warrants.~~shareholders ~~Accordingly, we~~ may ~~amend~~receive ~~the~~only ~~terms~~approximately of$10.00 ~~the~~per public ~~warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment and~~share, ~~solely with respect to any amendment to the terms of the private placement warrants~~ or ~~any~~less ~~provision~~in ofcertain ~~the warrant agreement with respect to the private placement warrants~~circumstances, ~~65%~~on of the ~~number~~liquidation of ~~the~~our ~~then-outstanding~~trust ~~private~~account ~~placement~~and ~~warrants. Although~~ our ~~ability to amend the terms of the public~~ warrants ~~with~~will ~~the~~expire consent of at least 65% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrantworthless.

~~Our~~We ~~warrant~~anticipate ~~agreement~~that ~~designates~~ the ~~courts~~investigation of each specific target business and the ~~State~~negotiation, drafting and execution of ~~New~~relevant ~~York~~agreements, ordisclosure ~~the~~documents ~~United~~and ~~States~~other ~~District~~instruments ~~Court~~will require substantial management time and attention and substantial costs for ~~the~~accountants, ~~Southern District~~attorneys ofand ~~New~~others. ~~York~~If aswe decide not to complete a specific initial business combination, the ~~sole~~costs ~~and~~incurred ~~exclusive~~up ~~forum~~to that point for ~~certain~~the ~~types~~proposed oftransaction ~~actions~~likely ~~and~~would ~~proceedings~~not ~~that~~be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may befail ~~initiated~~to bycomplete ~~holders~~our initial business combination for any number of reasons including those beyond our ~~warrants,~~control. Any such event will result in a loss to us of the related costs incurred which could ~~limit~~materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated our initial business combination within the ~~ability~~required oftime ~~warrant~~period, ~~holders~~our topublic ~~obtain~~shareholders amay ~~favorable~~receive ~~judicial~~only ~~forum~~approximately ~~for~~$10.00 ~~disputes with~~per public share, or less in certain circumstances, on the liquidation of our ~~company~~trust account and our warrants will expire worthless.

~~Our~~Compliance ~~warrant~~obligations ~~agreement~~under ~~provides~~the ~~that,~~Sarbanes-Oxley ~~subject~~Act tomay ~~applicable~~make ~~law,~~it ~~(i) any~~more ~~action,~~difficult ~~proceeding~~for ~~or claim against~~ us ~~arising~~ ~~out of or relating in any way~~ to ~~the~~effectuate ~~warrant~~a ~~agreement,~~business ~~including under the Securities Act~~combination, ~~will~~require besubstantial ~~brought~~financial and ~~enforced~~management ~~in the courts of the State of New York or the United States District Court for the Southern District of New York~~resources, and ~~(ii) that~~ weincrease ~~irrevocably submit to such jurisdiction, which jurisdiction shall be~~ the ~~exclusive~~time ~~forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction~~ and ~~that~~costs ~~such~~of ~~courts~~completing ~~represent~~ an ~~inconvenient~~ ~~forum~~acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder. 10-K

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

~~This choice-of-forum provision~~We may ~~limit~~have a ~~warrant~~limited ~~holder’s~~ ability to ~~bring~~assess athe ~~claim~~management inof a ~~judicial~~prospective ~~forum~~target ~~that~~business itand, ~~finds~~as ~~favorable~~a ~~for disputes with our company~~result, ~~which~~ may ~~discourage~~affect ~~such lawsuits. Alternatively, if a court were to find this provision of~~ our ~~warrant~~initial ~~agreement~~business ~~inapplicable~~combination ~~or unenforceable~~ with ~~respect~~ toa ~~one~~target orbusiness ~~more~~whose ofmanagement ~~the specified types of actions or proceedings, we~~ may ~~incur~~not ~~additional~~have ~~costs~~the ~~associated with resolving such matters in other jurisdictions~~skills, ~~which~~qualifications ~~could~~or ~~materially~~abilities ~~and~~to ~~adversely~~manage ~~affect our business, financial condition and results of operations and result in~~ a ~~diversion~~public ~~of the time and resources of our management and board of directors~~company.

45When 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 information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

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

Although we have no commitments as of the date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding debt following our initial public offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the

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

amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

We38 have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant; provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.

InTable ~~addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price~~ of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that the closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants. Contents

~~None~~• ofdefault ~~the~~and ~~private~~foreclosure ~~placement~~on ~~warrants~~our ~~will~~assets beif ~~redeemable~~our byoperating usrevenues soafter ~~long as~~an ~~they~~initial ~~are~~business ~~held~~combination byare ~~our~~insufficient ~~sponsor~~to orrepay ~~its~~our ~~permitted~~debt ~~transferees.~~ obligations;

~~Because~~• ~~each~~acceleration ~~unit contains one-half~~ of ~~one~~ ~~redeemable~~our ~~warrant~~obligations to repay the indebtedness even if we make all principal and ~~only~~interest apayments ~~whole~~when ~~warrant~~due ~~may~~if bewe ~~exercised,~~breach certain covenants that require the ~~units~~maintenance ~~may~~of becertain ~~worth~~financial ~~less~~ratios ~~than~~or ~~units~~reserves ofwithout ~~other~~a ~~blank~~waiver ~~check~~or ~~companies.~~renegotiation of that covenant;

~~Each~~• ~~unit~~our ~~contains one-half of~~immediate ~~one~~payment ~~redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation~~ of ~~the~~all ~~units,~~principal and ~~only~~accrued ~~whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional~~ interest ~~in a share~~, weif ~~will~~any, ~~upon~~if ~~exercise, round down to~~ the ~~nearest~~ ~~whole~~debt ~~number the number of Class A ordinary shares to be issued to the warrant holder. This~~ is ~~different~~payable ~~from~~on other offerings similar to ours whose units include one ordinary share and one whole warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole 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 a unit included a warrant to purchase one whole share. demand;

~~Risks~~• ~~Relating~~our inability to obtain necessary additional financing if the debt contains covenants restricting our ~~Sponsor~~ability ~~and~~to ~~Management~~obtain ~~Team~~such financing while the debt is outstanding;

~~We are~~• ~~dependent upon~~ our ~~executive~~inability ~~officers~~to ~~and~~pay ~~directors~~dividends ~~and~~on ~~their loss could adversely affect~~ our ~~ability~~Class toA ~~operate.~~ordinary shares;

~~Our~~• ~~operations are~~using ~~dependent upon~~ a ~~relatively~~substantial ~~small~~portion ~~group~~ of ~~individuals~~our ~~and,~~cash inflow ~~particular,~~to ~~our~~pay ~~executive~~principal ~~officers~~ and ~~directors.~~interest ~~We believe that our success depends~~ on ~~the continued service of~~ our ~~officers and directors~~debt, atwhich ~~least~~will ~~until~~reduce wethe ~~have~~funds ~~completed~~available ~~our initial~~for ~~business~~dividends ~~combination.~~on ~~In addition,~~ our ~~executive~~Class ~~officers~~A ~~and~~ordinary ~~directors~~shares ~~are~~if ~~not required to commit any specified amount of time to our affairs and~~declared, ~~accordingly~~expenses, ~~will~~capital ~~have conflicts of interest in allocating their time among various business activities~~expenditures, ~~including~~acquisitions ~~identifying potential business combinations~~ and ~~monitoring~~other ~~the~~general ~~related~~corporate ~~due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers.~~ purposes;

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

~~Table~~• ofincreased ~~Contents~~vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

~~The~~• ~~unexpected~~limitations ~~loss~~on ofour ~~the~~ability ~~services~~to ofborrow ~~one~~additional oramounts ~~more~~for expenses, capital expenditures, acquisitions, debt service requirements, execution of our ~~directors~~strategy orand ~~executive~~other ~~officers could~~purposes ~~have~~and aother ~~detrimental~~disadvantages ~~effect~~compared onto ~~us.~~our competitors who have less debt.

~~Our~~We ~~ability~~may toonly ~~successfully~~be ~~effect~~able ~~our~~to ~~initial~~complete one business combination ~~and~~with tothe beproceeds ~~successful~~of ~~thereafter~~our ~~will~~initial ~~be totally~~public ~~dependent~~offering ~~upon~~and the ~~efforts~~sale of ~~our~~the ~~key~~private ~~personnel~~placement warrants, ~~some~~which ofwill ~~whom~~cause ~~may~~us ~~join~~to usbe ~~following~~solely ~~our~~dependent ~~initial~~on a single business ~~combination.~~which ~~The~~may ~~loss~~have a limited number of ~~key~~products ~~personnel~~or ~~could~~services. ~~negatively~~This ~~impact~~lack ~~the~~of ~~operations~~diversification ~~and~~may ~~profitability~~negatively ofimpact our ~~post-combination~~operations ~~business~~and profitability.

The net proceeds from our initial public offering and the sale of the private placement warrants provided us with up to $400,085,104 that we may use to complete our initial business combination (before taking into account the $13,125,000 of deferred underwriting commissions being held in the trust account and the estimated

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

expenses of our initial public offering).

~~Our~~We ~~key personnel~~ may ~~negotiate~~effectuate ~~employment~~our orinitial ~~consulting~~business ~~agreements~~combination with a single-target business inor ~~connection~~multiple-target ~~with~~businesses simultaneously or within a ~~particular~~short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and athe ~~particular~~requirement ~~business~~that ~~combination~~we ~~may~~prepare beand ~~conditioned~~file onpro forma financial statements with the ~~retention~~SEC orthat ~~resignation~~present operating results and the financial condition of ~~such~~several ~~key~~target ~~personnel.~~businesses ~~These~~as ~~agreements~~if ~~may~~they ~~provide~~had ~~for~~been ~~them~~operated toon ~~receive~~a ~~compensation~~combined ~~following~~basis. By completing our initial business combination ~~and~~with asonly a ~~result~~single entity, our lack of diversification may ~~cause~~subject ~~them~~us to ~~have~~numerous ~~conflicts~~economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of ~~interest~~risks inor ~~determining~~offsetting ~~whether~~of alosses, ~~particular~~unlike ~~business~~other ~~combination~~entities iswhich may have the ~~most~~resources ~~advantageous~~to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

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

~~The officers~~• ~~and~~dependent ~~directors of an acquisition candidate may resign~~ upon ~~completion~~the ofdevelopment ~~our~~or ~~initial~~market ~~business~~acceptance ~~combination. The loss~~ of a ~~business~~single ~~combination~~or ~~target’s~~limited ~~key~~number ~~personnel~~of ~~could~~products, ~~negatively~~processes ~~impact~~or ~~the operations and profitability of our post-combination business~~services.

~~The~~39 role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

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

~~Our~~This ~~executive~~lack ~~officers~~of ~~and~~diversification ~~directors~~may ~~are~~subject ~~not~~us ~~required~~ to, ~~and~~numerous ~~will not~~economic, ~~commit~~competitive ~~their~~and ~~full~~regulatory ~~time to our affairs~~risks, ~~which~~any ~~may result~~or inall ~~a conflict~~ of ~~interest~~which inmay ~~allocating~~have ~~their time between our operations and our search for~~ a ~~business~~substantial ~~combination~~adverse ~~and~~impact ~~their~~upon ~~other~~the ~~businesses.~~particular Weindustry doin ~~not~~which ~~intend~~we tomay ~~have~~operate ~~any~~subsequent ~~full-time employees prior~~ to ~~the completion of~~ our initial business combination. ~~Each of our executive officers is engaged in several other business~~

47We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

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

~~endeavors~~We ~~for which he~~ may beattempt ~~entitled~~ to ~~substantial~~complete ~~compensation, and~~ our ~~executive~~initial officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business ~~affairs~~combination ~~require~~with ~~them~~a toprivate ~~devote~~company ~~substantial~~about ~~amounts~~which oflittle ~~time~~information tois ~~such affairs in excess of their current commitment levels~~available, itwhich ~~could~~may ~~limit~~result ~~their~~in ~~ability~~a tobusiness ~~devote~~combination ~~time~~with ~~to our affairs which may have~~ a ~~negative~~company ~~impact~~that onis ~~our~~not ~~ability~~as toprofitable ~~complete~~as ~~our~~we ~~initial~~suspected, ~~business~~if ~~combination~~at all.

~~Our~~In ~~officers~~pursuing ~~and~~our ~~directors~~acquisition ~~presently have~~strategy, ~~and~~we ~~any~~may ofseek ~~them~~to ineffectuate ~~the~~our ~~future~~initial ~~may~~business ~~have,~~combination ~~additional,~~with ~~fiduciary~~a orprivately ~~contractual~~held ~~obligations~~company. toVery ~~other~~little ~~entities, including~~public ~~another~~information ~~blank~~generally ~~check~~exists ~~company~~about private companies, and, ~~accordingly,~~we ~~may~~could ~~have~~be ~~conflicts~~required ofto ~~interest~~make inour ~~determining~~decision on whether to pursue a potential initial business combination on the basis of limited information, which ~~entity~~may aresult ~~particular~~in a business ~~opportunity~~combination ~~should~~with bea ~~presented~~company that is not as profitable as we suspected, if at all.

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

InThe ~~addition,~~federal ~~our~~proxy ~~sponsor,~~rules ~~officers~~require ~~and~~that ~~directors~~a ~~may~~proxy instatement ~~the~~with ~~future~~respect ~~become~~to ~~affiliated~~a ~~with~~vote ~~other~~on ~~blank~~a ~~check~~business ~~companies~~combination ~~that~~meeting ~~may~~certain ~~have acquisition~~financial ~~objectives~~significance ~~that~~tests ~~are~~include ~~similar~~historical toand/or ~~ours~~pro forma financial statement disclosure in periodic reports. ~~Accordingly,~~We ~~they~~will ~~may~~include ~~have~~the ~~conflicts~~same offinancial ~~interest~~statements disclosure in ~~determining~~connection towith ~~which~~our ~~entity~~tender aoffer ~~particular~~documents, ~~business~~whether ~~opportunity~~or ~~should~~not bethey ~~presented~~are required under the tender offer rules. These ~~conflicts~~financial statements may ~~not~~ be ~~resolved~~required into ~~our~~be ~~favor~~prepared ~~and~~in aaccordance ~~potential target~~with, ~~business~~or ~~may~~ be ~~presented~~reconciled to, ~~such~~accounting ~~other~~principles ~~blank~~generally ~~check~~accepted ~~companies~~in ~~prior~~the toUnited ~~its~~States ~~presentation~~of toAmerica, usor GAAP, ~~subject~~or tointernational ~~our~~financial ~~officers’~~reporting ~~and~~standards ~~directors’~~as ~~fiduciary~~issued ~~duties~~by ~~under~~the ~~Cayman~~International ~~Islands~~Accounting ~~law.~~Standards ~~Our~~Board, ~~amended~~or ~~and~~IFRS, ~~restated~~depending ~~memorandum~~on the circumstances and ~~articles~~the ~~of association~~historical ~~provide~~financial ~~that~~statements wemay ~~renounce~~be ~~our~~required ~~interest~~to be audited in ~~any~~accordance ~~business~~with ~~combination~~the ~~opportunity~~standards ~~offered~~of tothe ~~any~~Public ~~director~~Company orAccounting ~~officer~~Oversight ~~unless~~Board ~~such~~(United ~~opportunity~~States), isor ~~expressly~~PCAOB. ~~offered~~These tofinancial ~~such~~statement ~~person~~requirements ~~solely~~may inlimit ~~his~~the orpool ~~her~~of ~~capacity~~potential astarget abusinesses ~~director~~we ormay ~~officer~~acquire ofbecause ~~the company~~some ~~and~~targets itmay isbe anunable ~~opportunity~~to ~~that~~provide wesuch ~~are~~statements ~~able~~in time for us to disclose such statements in accordance with federal proxy rules and complete onour ainitial ~~reasonable~~business ~~basis~~combination within the prescribed time frame.

~~Our~~If ~~executive~~we ~~officers,~~have ~~directors,~~not ~~security~~consummated ~~holders~~an ~~and~~initial ~~their respective~~business ~~affiliates~~combination within 24 months from the closing of our initial public offering, our public shareholders may ~~have~~be ~~competitive~~forced ~~pecuniary~~to ~~interests~~wait ~~that~~beyond ~~conflict~~such ~~with~~24 months before redemption from our ~~interests~~trust account.

WeIf we have not ~~adopted~~consummated aan ~~policy~~initial ~~that expressly~~business ~~prohibits~~combination within 24 months from the closing of our ~~directors,~~initial ~~executive~~public ~~officers~~offering, ~~security~~the ~~holders~~proceeds orthen ~~affiliates~~on ~~from~~deposit ~~having~~in athe ~~direct~~trust oraccount, ~~indirect~~including ~~pecuniary~~interest orearned ~~financial~~on ~~interest~~the infunds ~~any~~held ~~investment~~in tothe betrust ~~acquired~~account orand ~~disposed~~not ofpreviously byreleased to us orto inpay our income taxes, if any ~~transaction~~(less up to ~~which~~$100,000 weof ~~are~~interest ~~a party~~to orpay ~~have~~dissolution anexpenses), ~~interest.~~will Inbe ~~fact~~used to fund the redemption of our public shares, weas ~~may~~further ~~enter~~described ~~into~~herein. aAny ~~business~~redemption ~~combination~~of ~~with~~public ashareholders ~~target~~from ~~business~~the ~~that~~trust isaccount ~~affiliated~~will ~~with~~be ~~our~~effected ~~sponsor,~~automatically by function of our ~~directors~~amended orand ~~executive~~restated ~~officers,~~memorandum ~~although~~and wearticles doof ~~not~~association ~~intend~~prior to doany ~~so.~~voluntary ~~Nor~~winding doup. If we ~~have~~are arequired ~~policy~~to ~~that~~wind ~~expressly prohibits~~up, ~~any~~liquidate the trust account and distribute such ~~persons~~amount ~~from~~therein, ~~engaging~~pro ~~for~~rata, ~~their~~to ~~own~~our ~~account~~public inshareholders, ~~business~~as ~~activities~~part of any liquidation process, such winding up, liquidation and distribution must comply with the ~~types~~applicable ~~conducted~~provisions byof usthe Companies Act. ~~Accordingly~~In that case, ~~such~~investors ~~persons~~may orbe ~~entities~~forced ~~may~~to ~~have~~wait abeyond ~~conflict~~24 ~~between~~months ~~their~~from ~~interests~~the closing of our initial public offering before the redemption proceeds of our trust account become available to them, and ~~ours.~~they

~~The~~40 personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.

48Table of Contents

~~Table~~receive the return of ~~Contents~~their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination and do not amend certain provisions of our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

WeIf ~~may~~we ~~engage~~are indeemed ato ~~business~~be ~~combination~~an ~~with~~investment ~~one~~company ~~target~~under ~~business~~the ~~that~~Investment ~~has~~Company ~~relationships~~Act, ~~with~~we ~~entities that~~ may be ~~affiliated~~required ~~with~~to ~~our~~institute ~~sponsor,~~burdensome ~~executive~~compliance ~~officers,~~requirements ~~directors~~and orour ~~initial~~activities ~~shareholder~~may be restricted, which may ~~raise~~make ~~potential~~it ~~conflicts~~difficult offor ~~interest~~us to complete our initial business combination.

InIf ~~light of the involvement of our sponsor, executive officers and directors with other entities,~~ we may decide to acquire a business affiliated with our sponsor, executive officers, directors or initial shareholder. Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are ~~not~~deemed ~~currently aware of any specific opportunities for us~~ to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be ~~specifically~~ focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an ~~opinion from an independent~~ investment ~~banking~~company ~~firm~~under ~~or another independent entity that commonly renders valuation opinions regarding~~ the ~~fairness~~ toInvestment ~~our~~Company ~~company~~Act, ~~from a financial point of view of a business combination with a domestic or international business affiliated with~~ our ~~sponsor,~~activities ~~executive officers, directors or initial shareholder, potential conflicts of interest still~~ may ~~exist~~ ~~and,~~be ~~as a result~~restricted, ~~the~~including: ~~terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.~~

~~Our~~• ~~management~~restrictions ~~may~~on ~~not~~the benature ~~able to maintain control~~ of ~~a target business after~~ our ~~initial~~investments; ~~business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.~~ and

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

~~Since~~In ~~our sponsor~~addition, ~~executive~~we ~~officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they~~ may have ~~acquired~~imposed ~~during~~upon orus ~~may~~burdensome ~~acquire after our initial public offering)~~requirements, aincluding: ~~conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.~~

On• ~~July 29,~~registration 2020, our sponsor paid $25,000 to cover certain of our offering and formation costs in consideration for 11,500,000 Class B ordinary shares, par value $0.0001. On July 31, 2020, we issued 11,500,000 Class B ordinary shares to our sponsor as ~~the~~an founder shares. On August 4, 2020, we effected a share capitalization whereby a further 2,875,000 Class B ordinary shares were issued to our sponsor resulting in our sponsor holding 14,375,000 Class B ordinary shares. On September 14, we irrevocably surrendered to the Company for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in our sponsor holding 11,500,000 Class B ordinary shares. In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. These 50,000 shares were not be subject to forfeiture in the event the underwriters’ over-allotment option was not exercised. On November 16, 1,500,000 founder shares were automatically forfeited by our sponsor, triggered by the underwriter’s election to not exercise its option to purchase additional units, resulting in our sponsor holding 9,950,000 Class B ordinary shares and each of our independent directors holding 25,000 Class B ordinary shares. Prior to the initial investment ~~in the~~ company ofwith ~~$25,000 by~~ the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor purchased an aggregate of 10,500,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to SEC;

49• adoption of a specific form of corporate structure; and

~~Table~~• ofreporting, ~~Contents~~record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

~~adjustment,~~In atorder anot ~~price~~to ofbe ~~$1.00~~regulated ~~per~~as ~~warrant~~an ~~($10,500,000~~investment incompany under the ~~aggregate),~~Investment inCompany aAct, ~~private~~unless ~~placement~~we ~~that~~can ~~closed~~qualify ~~simultaneously~~for ~~with~~an ~~the~~exclusion, ~~closing~~we ofmust ~~our~~ensure ~~initial~~that ~~public offering. If~~ we doare ~~not consummate~~engaged anprimarily ~~initial~~in a business ~~within~~other 24than ~~months~~investing, ~~from~~reinvesting ~~the~~or ~~closing~~trading of securities and that our ~~initial~~activities ~~public~~do ~~offering,~~not ~~the~~include ~~private~~investing, ~~placement~~reinvesting, ~~warrants~~owning, ~~will~~holding ~~expire~~or ~~worthless.~~trading ~~The~~“investment ~~personal~~securities” ~~and~~constituting ~~financial~~more ~~interests~~than 40% of our ~~executive~~assets ~~officers~~(exclusive ~~and~~of ~~directors~~U.S. ~~may~~government ~~influence~~securities ~~their motivation~~and incash ~~identifying~~items) ~~and~~on ~~selecting~~an aunconsolidated ~~target~~basis. Our business ~~combination,~~is ~~completing~~to anidentify ~~initial~~and complete a business combination and ~~influencing~~thereafter ~~the~~to ~~operation~~operate of the post-transaction business ~~following~~or ~~the~~assets ~~initial~~for ~~business~~the ~~combination~~long term. ~~This~~We ~~risk~~do ~~may~~not ~~become~~plan ~~more~~to ~~acute~~buy asbusinesses ~~the 24-month anniversary~~or ofassets ~~the~~with ~~closing~~a ofview ~~our~~to ~~initial~~resell ~~public~~or ~~offering~~profit ~~nears,~~from ~~which~~their isresale. ~~the~~We ~~deadline~~do ~~for~~not ~~our~~plan ~~consummation~~to ofbuy anunrelated ~~initial~~businesses ~~business~~or ~~combination~~assets or to be a passive investor.

We do not believe that our principal activities subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

~~Risks Associated with Acquiring and Operating a Business in Foreign Countries~~ 2a-7

promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Our initial public offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares

If41 we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

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

Ifredeemed in connection with our initial business combination or to redeem 100% of our public shares if we ~~effect~~do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with ~~such~~respect ato ~~company~~any other provision relating to the rights of holders of our Class A ordinary shares; or (iii) absent our completing an initial business combination within 24 months from the closing of our initial public offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we ~~would~~do not invest the proceeds as discussed above, we may be deemed to be subject to ~~any~~the ~~special~~Investment ~~considerations~~Company orAct. ~~risks~~If ~~associated~~we were deemed to be subject to the Investment Company Act, compliance with ~~companies~~ ~~operating~~these inadditional anregulatory ~~international~~burdens ~~setting~~would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we have not consummated our initial business combination within the required time period, ~~including~~our ~~any~~public ofshareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the ~~following:~~liquidation of our trust account and our warrants will expire worthless.

~~• costs and difficulties inherent in managing cross~~two-~~border business operations;~~thirds

of our ordinary shares who attend and vote at a general meeting of the company, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to the rights of a company’s shareholders, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s public shareholders. Our amended and restated memorandum and articles of association provide that any of its provisions related to the rights of holders of our Class A ordinary shares (including the requirement to deposit proceeds of our initial public offering and the placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution, meaning holders of at least

~~• rules and regulations regarding currency redemption;~~two-thirds

of our ordinary shares who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our ordinary shares; provided that the provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution passed by not less than

~~• complex corporate withholding taxes on individuals;~~two-thirds

of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. Our initial shareholders who beneficially own, on an

~~• laws governing the manner in which future business combinations may be effected;~~as-converted

basis, 20% of our ordinary shares following the closing of our initial public offering, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our

~~• exchange listing and/or delisting requirements;~~pre-business

combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

Our sponsor, executive officers and directors have agreed, pursuant to agreements with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a

~~• tariffs and trade barriers;~~per-share

price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers and directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

•42 ~~regulations related to customs and import/export matters;~~

•Table ~~local~~of ~~or regional economic policies and market conditions;~~Contents

•We ~~unexpected~~may ~~changes~~be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in ~~regulatory~~certain ~~requirements;~~circumstances, on the liquidation of our trust account and our warrants will expire worthless.

•Although ~~longer~~we ~~payment~~believe ~~cycles;~~that the net proceeds of our initial public offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business combination, because we have not yet negotiated the acquisition of a target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the private placement warrants prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all.

•The ~~tax~~current ~~issues~~economic environment has made it especially difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, ~~such~~we aswould ~~tax~~be ~~law~~compelled ~~changes~~to either restructure the transaction or abandon that particular business combination and ~~variations~~seek an alternative target business candidate. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in ~~tax~~certain ~~laws~~circumstances, ason ~~compared~~the liquidation of our trust account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the ~~United~~operations ~~States;~~or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.

•Risks ~~currency~~Relating ~~fluctuations~~to ~~and~~our ~~exchange~~Securities ~~controls;~~

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

The net proceeds of our initial public offering and certain proceeds from the sale of the private placement warrants, in the amount of $400,000,000 may only be invested in direct U.S. Treasury obligations having a maturity of 185 days or less, or in certain money market funds which invest only in direct U.S. Treasury obligations. While short-term U.S. Treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event of very low or negative yields, the amount of interest income (which we may withdraw to pay income taxes, if any) would be reduced. In the event that we are unable to complete our initial business combination, our public shareholders are entitled to receive their

~~• challenges in collecting accounts receivable;~~pro-rata

share of the proceeds held in the trust account, plus any interest income. If the balance of the trust account is reduced below $400,000,000 as a result of negative interest rates, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

•43 ~~cultural and language differences;~~

•Table ~~employment~~of ~~regulations;~~Contents

•If ~~underdeveloped~~we orseek ~~unpredictable~~shareholder ~~legal~~approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or ~~regulatory~~a ~~systems;~~“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 ~~corruption;~~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 redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you 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.

•NYSE ~~protection~~may ofdelist ~~intellectual~~our ~~property;~~securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our units, Class A ordinary shares and warrants are currently listed on the NYSE. Although after giving effect to our initial public offering we expect to continue to meet, on a pro forma basis, the minimum initial listing standards set forth in the NYSE listing standards, our securities may not be, or may not continue to be, listed on the NYSE in the future or prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market capitalization (generally $50,000,000) and a minimum number of holders of our securities (generally 300 public holders).

~~Table~~Additionally, our units will not be traded after completion of ~~Contents~~our initial business combination and, in connection with our initial business combination, we will be required to demonstrate compliance with the NYSE initial listing requirements, which are more rigorous than the NYSE continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE.

•For ~~social~~instance, ~~unrest~~in order for our shares to be listed upon the consummation of our business combination, ~~crime~~at such time our share price would generally be required to be at least $4.00 per share, ~~strikes~~our total market capitalization would be required to be at least $200.0 million, ~~riots~~the aggregate market value of publicly held shares would be required to be at least $100.0 million and ~~civil~~we ~~disturbances;~~would be required to have at least 400 round lot shareholders. We may not be able to meet those listing requirements at that time.

~~• regime changes and political upheaval;~~over-the-counter

market. If this were to occur, we could face significant material adverse consequences, including:

• ~~terrorist~~a ~~attacks,~~limited ~~natural~~availability ~~disasters~~of ~~and~~market ~~wars;~~quotations ~~and~~for our securities;

• ~~deterioration~~reduced ofliquidity ~~political~~for ~~relations~~our ~~with the United States.~~securities;

We• ~~may~~a ~~not~~determination bethat ~~able~~our toClass ~~adequately~~A ~~address~~ordinary ~~these~~shares ~~additional~~are ~~risks.~~a If“penny westock” ~~were~~which ~~unable~~will torequire dobrokers ~~so,~~trading wein ~~may~~our beClass ~~unable~~A toordinary ~~complete~~shares ~~such~~to ~~initial business~~adhere ~~combination,~~to ~~or,~~more ifstringent werules ~~complete~~and ~~such~~possibly ~~combination,~~result ~~our~~in ~~operations~~a ~~might~~reduced ~~suffer,~~level ~~either~~ of ~~which~~trading ~~may~~activity ~~adversely~~in ~~impact~~the ~~our~~secondary ~~business,~~trading ~~financial~~market ~~condition~~for ~~and~~our ~~results of operations.~~ securities;

If• ~~our~~a ~~management~~limited ~~following~~amount ~~our~~of ~~initial~~news ~~business combination is unfamiliar with United States securities laws, they may have to expend time~~ and ~~resources becoming~~analyst ~~familiar~~coverage; ~~with such laws, which could lead to various regulatory issues.~~ and

~~Following~~• ~~our~~a ~~initial~~decreased ~~business~~ability ~~combination,~~to ~~our management~~issue ~~may~~additional ~~resign~~securities ~~from their positions as officers~~ or ~~directors~~obtain ofadditional ~~the~~financing ~~company and the management of the target business at the time of the business combination will remain~~ in ~~place. Management of~~ the ~~target business may not be familiar with United States securities laws~~future. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

~~After~~The ~~our~~National ~~initial~~Securities ~~business~~Markets ~~combination~~Improvement Act of 1996, ~~substantially~~which ~~all~~is ofa ~~our~~federal ~~assets~~statute, ~~may~~prevents beor ~~located~~preempts ~~in a~~the ~~foreign~~states ~~country~~from ~~and~~regulating ~~substantially~~the ~~all~~sale of ~~our~~certain ~~revenue~~securities, ~~may~~which beare ~~derived~~referred ~~from~~to as “covered securities.” Because our ~~operations~~units, inClass A ~~any~~ordinary ~~such~~shares ~~country.~~and ~~Accordingly~~warrants are listed on the NYSE, our ~~results~~units, ofClass A ~~operations~~ordinary shares and ~~prospects~~warrants ~~will~~qualify beas ~~subject~~covered securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a ~~significant~~suspicion ~~extent~~of fraud, toand, ~~the~~if ~~economic,~~there ~~political~~is ~~and~~a ~~social conditions~~finding ~~and~~of ~~government~~fraudulent ~~policies~~activity, ~~developments~~then ~~and~~the ~~conditions~~states incan regulate or bar the ~~country~~sale inof ~~which~~covered wesecurities ~~operate.~~in a

~~The~~44 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.

~~Exchange~~Table ~~rate~~of ~~fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.~~ Contents

Inparticular ~~the~~case. ~~event~~While we ~~acquire~~are ~~a non-U.S. target,~~not ~~all~~aware ~~revenues~~of ~~and~~a ~~income would~~state ~~likely~~having beused ~~received~~these inpowers ato ~~foreign~~prohibit ~~currency,~~or ~~and~~restrict the ~~dollar~~sale ~~equivalent~~ of ~~our~~securities ~~net~~issued ~~assets~~by ~~and~~blank ~~distributions,~~check ~~if any~~companies, ~~could~~other bethan ~~adversely affected by reductions in~~ the ~~value~~State of ~~the~~Idaho, ~~local~~certain ~~currency.~~state ~~The~~securities ~~value~~regulators ofview ~~the~~blank ~~currencies~~check incompanies ~~our~~unfavorably ~~target regions fluctuate~~ and ~~are~~might ~~affected~~use ~~by,~~these ~~among other things~~powers, ~~changes~~or inthreaten ~~political~~to ~~and~~use ~~economic~~these ~~conditions.~~powers, ~~Any~~to ~~change~~hinder in the ~~relative~~sale ~~value~~ of ~~such~~securities ~~currency against our reporting currency may affect the attractiveness~~ of ~~any~~blank ~~target~~check ~~business~~companies ~~or,~~in ~~following consummation~~their ~~of our initial business combination, our financial condition and results of operations~~states. ~~Additionally~~Further, if awe ~~currency~~were ~~appreciates~~no inlonger ~~value~~listed ~~against~~on the ~~dollar~~NYSE, ~~prior~~our tosecurities ~~the~~would ~~consummation~~not ofqualify ~~our~~as ~~initial~~covered ~~business~~securities ~~combination,~~under the ~~cost~~statute ofand ~~a target~~we ~~business~~would asbe ~~measured~~subject to regulation in ~~dollars~~each ~~will~~state ~~increase,~~in which ~~may make it less likely that~~ we ~~are~~offer ~~able~~our ~~to consummate such transaction~~securities.

WeA ~~may reincorporate~~market infor ~~another jurisdiction in connection with~~ our ~~initial~~securities ~~business combination, and the laws of such jurisdiction~~ may ~~govern~~not ~~some~~develop, orwhich ~~all~~would ofadversely ~~our~~affect ~~future~~the ~~material~~liquidity ~~agreements~~ and weprice ~~may~~of ~~not be able to enforce~~ our ~~legal rights~~securities.

The price of our securities may vary significantly due to a potential business combination and general market or economic conditions, including as a result of the

In connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation 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. COVID-19

outbreak. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

51Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

~~Table~~Our amended and restated memorandum and articles of ~~Contents~~association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions will include a staggered board of directors, the ability of the board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the completion of our initial business combination only holders of our Class B ordinary shares, which have been issued to our sponsor, are entitled to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

WeThe ~~are~~grant ~~subject~~of registration rights to ~~changing~~our ~~law~~sponsor ~~and~~may ~~regulations~~make ~~regarding~~it ~~regulatory~~more ~~matters,~~difficult ~~corporate~~to ~~governance~~complete our initial business combination, and ~~public~~ ~~disclosure~~the ~~that~~future ~~have~~exercise ~~increased~~of ~~both~~such ~~our~~rights ~~costs~~may ~~and~~adversely affect the ~~risk~~market price of our Class ~~non-compliance~~A ordinary shares.

~~We are~~Pursuant ~~subject~~ to ~~rules~~a registration and ~~regulations~~shareholder byrights ~~various~~agreement, ~~governing~~our ~~bodies,~~sponsor ~~including,~~and ~~for~~its ~~example,~~permitted transferees can demand that we register the ~~SEC,~~resale of the Class A ordinary shares into which ~~are~~founder ~~charged~~shares ~~with~~are convertible, the ~~protection~~private ofplacement ~~investors~~warrants and the ~~oversight~~Class A ofordinary ~~companies~~shares ~~whose~~issuable ~~securities~~upon ~~are~~exercise ~~publicly~~of ~~traded~~the private placement warrants, and towarrants ~~new~~that may be issued upon conversion of working capital loans and ~~evolving regulatory~~the ~~measures~~Class A ~~under~~ordinary ~~applicable~~shares ~~law~~issuable upon conversion of such warrants. ~~Our~~We ~~efforts~~will tobear ~~comply~~the ~~with~~cost ~~new~~of ~~and~~registering ~~changing~~these ~~laws~~securities. The registration and ~~regulations~~availability ~~have~~of ~~resulted~~such a significant number of securities for trading in ~~and~~the ~~are~~public ~~likely~~market tomay ~~continue~~have toan ~~result~~adverse ~~in,~~effect ~~increased~~on ~~general~~the ~~and~~market ~~administrative~~price ~~expenses~~of ~~and~~our aClass A ~~diversion~~ordinary shares. In addition, the existence of ~~management~~the ~~time~~registration ~~and attention~~rights ~~from~~may ~~seeking~~make aour initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our securities that is expected when the securities owned by our sponsor or its permitted transferees are registered for resale.

~~Moreover,~~Our ~~because~~warrants ~~these laws, regulations and standards are subject to varying interpretations, their application in practice~~ may ~~evolve~~have ~~over~~an ~~time~~adverse aseffect ~~new~~on ~~guidance~~the ~~becomes~~market ~~available.~~price ~~This~~of ~~evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to~~ our ~~disclosure~~ ~~and~~Class A ~~governance~~ordinary ~~practices.~~shares ~~If we fail to address~~ and ~~comply~~make ~~with~~it ~~these~~more ~~regulations~~difficult ~~and any subsequent changes, we may be subject~~ to ~~penalty~~effectuate ~~and~~ our initial business ~~may be harmed~~combination.

~~General~~We ~~Risk~~issued ~~Factors~~warrants to purchase 20,000,000 of our Class A ordinary shares as part of the units offered in our initial public offering and, simultaneously with the closing of our initial public offering, we issued in a private placement an aggregate of 10,500,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. In addition, if the sponsor, its affiliates or a member of our management team makes any working capital loans, it may convert up to $1,500,000 of such loans into up to an additional 1,500,000 private placement warrants, at the price of $1.00 per warrant. We may also issue Class A ordinary shares in connection with our redemption of our warrants.

~~Past~~45 ~~performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.~~

~~Information regarding~~Table ~~performance is presented for informational purposes only. Any past experience or performance~~ of our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. Our management has no experience in operating special purpose acquisition companies. Contents

~~Our~~To ~~articles~~the extent we issue ordinary shares for any reason, including to effectuate a business combination, the potential for the issuance of ~~association~~a ~~allow~~substantial number of additional Class A ordinary shares upon exercise of these warrants could make us toa ~~create~~less attractive acquisition vehicle to a ~~material~~target ~~positive~~business. ~~impact~~Such onwarrants, ~~society~~when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the ~~environment,~~value ~~taken~~of asthe aClass A ~~whole~~ordinary shares issued to complete the business transaction. Therefore, our ~~duty~~warrants may make it more difficult to ~~balance~~effectuate a ~~variety of~~business ~~interests~~transaction ~~may~~or ~~result~~increase inthe ~~actions~~cost ~~that~~of doacquiring ~~not~~the ~~maximize~~target ~~shareholder value~~business.

~~Our~~We ~~board~~are ofnot ~~directors~~registering ~~has~~the aClass A ~~duty~~ordinary toshares ~~balance~~issuable ~~(i) the pecuniary~~upon ~~interest~~exercise of ~~our~~the ~~shareholders,~~warrants ~~(ii)~~ under the ~~best~~Securities ~~interests~~Act ofor ~~those~~any ~~materially~~state ~~affected~~securities bylaws ~~our~~at ~~conduct~~this time, and ~~(iii) general~~such ~~public~~registration ~~benefits~~may ~~that~~not ~~will~~ be ~~identified~~ in ~~our~~place ~~articles~~when ofan ~~association.~~investor ~~While~~desires weto ~~believe~~exercise ~~this will benefit our shareholders~~warrants, inthus ~~balancing~~precluding ~~these~~such ~~interests~~investor ~~our~~from ~~board~~being ofable ~~directors may take actions that do not maximize shareholder value. Any benefits~~ to ~~shareholders~~exercise ~~resulting~~its ~~from~~warrants ~~our~~except ~~public~~on ~~benefit~~a ~~purposes~~cashless ~~may~~basis ~~not~~and ~~materialize~~potentially ~~within~~causing ~~the~~such ~~timeframe~~warrants weto ~~expect~~expire ~~or at all and may have negative effects~~worthless. ~~For example:~~

•We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or final prospectus relating to our initial public offering, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, ~~choose~~at our option, require holders of public warrants who exercise their warrants to ~~revise~~do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our ~~policies~~commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing the potential “upside” of the holder’s investment in ~~ways~~our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. 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 ~~believe~~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. There may be ~~beneficial~~a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in our ~~stakeholders~~initial public offering. In such an instance, our sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even ~~though~~if we are unable to register or qualify the ~~changes~~underlying Class A ordinary shares for sale under all applicable state securities laws. As a result, we may beredeem ~~costly;~~the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

•46 ~~we may be influenced to pursue programs and services to demonstrate our commitment to the communities to which we serve even though there is no immediate return to our shareholders; or~~

•Table ~~in responding to a possible proposal to acquire the company, our board~~ of ~~directors may be influenced by the interests of our stakeholders, whose interests may be different from the interests of our shareholders.~~Contents

WeThe warrants may ~~be unable~~become orexercisable ~~slow~~and toredeemable ~~realize~~for ~~the~~a ~~benefits~~security weother ~~expect~~than ~~from~~the ~~actions~~Class A ~~taken~~ordinary ~~to benefit our stakeholders~~shares, ~~which could adversely affect our business, financial condition~~ and ~~results~~you ofwill ~~operations,~~not ~~which~~have inany ~~turn~~information ~~could~~regarding ~~cause~~such ~~our~~other ~~share~~security ~~price~~at tothis ~~decline~~time.

52In certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within twenty business days of the closing of an initial business combination.

~~Table~~We may amend the terms of ~~Contents~~the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

~~Cyber~~Our ~~incidents~~warrants orwere ~~attacks~~issued ~~directed~~in atregistered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. ~~could~~The ~~result~~warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in ~~information~~the ~~theft~~final prospectus related to our initial public offering, ~~data~~or ~~corruption~~defective provision (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants; provided that the approval by the holders of at least 65% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, ~~operational disruption~~we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment and/, solely with respect to any amendment to the terms of the private placement warrants or ~~financial~~any ~~loss~~provision of the warrant agreement with respect to the private placement warrants, 65% of the number of the then-outstanding private placement warrants. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

WeOur ~~depend~~warrant onagreement ~~digital~~designates ~~technologies,~~the ~~including~~courts ~~information~~of ~~systems,~~the ~~infrastructure~~State ~~and cloud applications and services, including those~~ of ~~third~~New ~~parties~~York ~~with which we may deal. Sophisticated and deliberate attacks on,~~ or ~~security~~the ~~breaches~~United ~~in,~~States ~~our~~District ~~systems~~Court orfor ~~infrastructure, or~~ the ~~systems~~Southern orDistrict ~~infrastructure~~ of ~~third~~New ~~parties~~York oras the ~~cloud, could~~sole ~~lead~~and toexclusive ~~corruption~~forum orfor ~~misappropriation~~certain types of ~~our~~actions ~~assets, proprietary information~~ and ~~sensitive~~proceedings orthat ~~confidential data. As an early stage company without significant investments in data security protection, we~~ may ~~not~~ be ~~sufficiently~~initiated ~~protected against~~by ~~such~~holders ~~occurrences.~~of Weour ~~may not have sufficient resources to adequately protect against~~warrants, orwhich tocould ~~investigate~~limit ~~and~~the ~~remediate~~ability ~~any vulnerability to, cyber incidents. It is possible that any~~ of ~~these~~warrant ~~occurrences,~~holders orto obtain a ~~combination~~favorable ofjudicial ~~them,~~forum ~~could~~for ~~have adverse~~disputes ~~consequences~~with on our ~~business and lead to financial loss~~company.

~~Changes~~Our inwarrant ~~laws~~agreement orprovides ~~regulations~~that, subject to applicable law, (i) any action, proceeding or aclaim ~~failure~~against tous ~~comply~~arising ~~with~~out of or relating in any ~~laws~~way ~~and~~to ~~regulations~~the warrant agreement, ~~may~~ ~~adversely~~including ~~affect~~under ~~our~~the ~~business~~Securities Act, ~~including~~will ~~our~~be ~~ability~~brought toand ~~negotiate~~enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and ~~complete~~(ii) that ~~our~~we ~~initial~~irrevocably ~~business~~submit ~~combination~~to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and ~~results~~that ofsuch ~~operations~~courts represent an inconvenient forum.

WeNotwithstanding ~~are~~the ~~subject~~foregoing, tothese ~~laws~~provisions ~~and~~of ~~regulations~~the ~~enacted~~warrant byagreement ~~national,~~will ~~regional~~not ~~and~~apply ~~local~~to ~~governments.~~suits Inbrought ~~particular,~~to weenforce ~~are~~any ~~required~~liability toor ~~comply~~duty ~~with certain~~created ~~SEC~~by ~~and~~the Exchange Act or any other ~~legal~~claim ~~requirements.~~for ~~Compliance~~which ~~with,~~the ~~and~~federal ~~monitoring~~district courts of, ~~applicable~~the ~~laws~~United ~~and~~States ~~regulations~~of ~~may~~America beare ~~difficult,~~the ~~time~~sole ~~consuming~~ and ~~costly~~exclusive forum. ~~Those~~Any ~~laws~~person ~~and~~or ~~regulations~~entity ~~and~~purchasing ~~their~~or ~~interpretation~~otherwise ~~and~~acquiring ~~application~~any ~~may~~interest ~~also~~in ~~change~~any ~~from~~of ~~time~~ our warrants shall be deemed to ~~time~~have ~~and~~notice ~~those~~of ~~changes~~and ~~could~~to have aconsented ~~material~~to ~~adverse~~the ~~effect~~forum onprovisions in our ~~business~~warrant agreement. If any action, ~~investments~~the ~~and~~subject ~~results~~matter of ~~operations.~~which Inis ~~addition~~within the scope the forum provisions of the warrant agreement, is filed in a ~~failure~~court toother ~~comply~~than ~~with~~a ~~applicable~~court ~~laws~~of the State of New York or ~~regulations,~~the asUnited ~~interpreted~~States ~~and~~District ~~applied,~~Court ~~could~~for ~~have~~the Southern District of New York (a ~~material~~“foreign ~~adverse effect~~action”) onin the name of any holder of our ~~business~~warrants, ~~including~~such ~~our~~holder ~~ability~~shall be deemed to ~~negotiate~~have consented to: (x) the personal jurisdiction of the state and ~~complete~~federal ~~our~~courts ~~initial~~located ~~business~~in ~~combination~~the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and ~~results~~(y) having service of ~~operations~~process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

We47 are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

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

This

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

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

53We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant; provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30

~~Table of Contents~~trading-day

period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.

In addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that the closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30

~~Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S~~trading-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

~~Because~~None ~~we are incorporated under the laws~~ of the ~~Cayman~~private ~~Islands,~~placement ~~you~~warrants ~~may~~will ~~face~~be ~~difficulties~~redeemable inby ~~protecting~~us ~~your~~so ~~interests,~~long ~~and~~as ~~your~~they ~~ability~~are toheld ~~protect~~by ~~your rights~~our ~~through~~sponsor ~~the~~or ~~U.S.~~its ~~federal~~permitted ~~courts may be limited~~transferees.

Because each unit contains

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

of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

Each unit contains

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

of one redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one whole warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for

We have been advised by Maples and Calder, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. one-half

of the number of shares compared to units that each contain a whole 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 a unit included a warrant to purchase one whole share.

As48 a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

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

54Risks Relating to our Sponsor and Management Team

~~Table~~We ofare ~~Contents~~dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.

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

After completion of our initial public offering, only holders of our founder shares will have the right to vote on the appointment of directors. As a result, the NYSE may consider us to be a “controlled company” within the meaning of the NYSE corporate governance standards. Under the NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a key-man

insurance on the life of, any of our directors or executive officers.

~~“controlled~~The ~~company”~~unexpected ~~and~~loss ~~may~~of ~~elect not~~the toservices ~~comply~~of ~~with~~one ~~certain~~or ~~corporate~~more ~~governance~~of ~~requirements,~~our ~~including~~directors ~~the~~or ~~requirements~~executive ~~that:~~officers could have a detrimental effect on us.

•Our weability ~~have~~to asuccessfully ~~board~~effect ~~that~~our ~~includes~~initial abusiness ~~majority~~combination and to be successful thereafter will be totally dependent upon the efforts of ~~“independent~~our ~~directors~~key personnel,” assome ~~defined~~of ~~under~~whom ~~the~~may ~~rules~~join us following our initial business combination. The loss of key personnel could negatively impact the ~~NYSE;~~operations and profitability of our post-combination business.

•Our weability ~~have~~to asuccessfully ~~compensation~~effect ~~committee~~our initial business combination is dependent upon the efforts of our ~~board~~key ~~that~~personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management, director or advisory positions following our initial business combination, it is ~~comprised~~likely ~~entirely~~that some or all of ~~independent~~the ~~directors~~management of the target business will remain in place. While we closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a ~~written~~company ~~charter~~regulated ~~addressing~~by the ~~committee’s~~SEC, ~~purpose~~which ~~and~~could ~~responsibilities;~~cause us to have to expend time and resources helping them become familiar with such requirements.

•Our wekey ~~have~~personnel may negotiate employment or consulting agreements with a ~~nominating~~target business in connection with a particular business combination, and ~~corporate~~a ~~governance~~particular ~~committee~~business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our ~~board~~initial ~~that~~business iscombination ~~comprised~~and ~~entirely~~as a result, may cause them to have conflicts of ~~independent~~interest ~~directors~~in ~~with~~determining whether a ~~written~~particular ~~charter~~business ~~addressing~~combination is the ~~committee’s~~most ~~purpose and responsibilities~~advantageous.

WeOur dokey ~~not~~personnel ~~intend~~may be able to ~~utilize~~ ~~these~~remain ~~exemptions~~with ~~and~~our ~~intend~~company after the completion of our initial business combination only if they are able to ~~comply~~negotiate employment or consulting agreements in connection with the ~~corporate~~business ~~governance~~combination. ~~requirements~~Such negotiations would take place simultaneously with the negotiation of the ~~NYSE,~~business ~~subject~~combination toand ~~applicable phase-in rules.~~could ~~However,~~provide iffor wesuch ~~determine~~individuals to receive compensation in the ~~future~~form of cash payments and/or our securities for services they would render to ~~utilize~~us ~~some~~after the completion of the business combination. Such negotiations also could make such key personnel’s retention or ~~all~~ resignation a condition to any such agreement. The personal and financial interests of ~~these~~such ~~exemptions,~~individuals ~~you~~may ~~will~~influence ~~not~~their ~~have~~motivation ~~the~~in ~~same~~identifying ~~protections~~and ~~afforded~~selecting a target business. In addition, pursuant to ~~shareholders~~a registration and shareholder rights agreement, our sponsor, upon and following consummation of ~~companies~~an ~~that~~initial ~~are~~business ~~subject~~combination, will be entitled to ~~all~~nominate three individuals for appointment to our board of directors, as long as the ~~NYSE~~sponsor ~~corporate~~holds ~~governance~~any ~~requirements~~securities covered by the registration and shareholder rights agreement.

WeThe officers and directors of an acquisition candidate may beresign aupon ~~passive~~completion ~~foreign~~of ~~investment~~our ~~company,~~initial orbusiness ~~“PFIC,”~~combination. ~~which~~The loss of a business combination target’s key personnel could ~~result~~negatively inimpact ~~adverse~~the ~~U.S.~~operations ~~federal~~and ~~income~~profitability ~~tax~~of ~~consequences~~our topost-combination Ubusiness.S. ~~investors.~~

IfThe werole ~~are a PFIC for any taxable year (or portion thereof) that is included in the holding period~~ of ~~a beneficial owner of our Class A ordinary shares or warrants who or that is (i)~~ an ~~individual~~acquisition ~~who~~candidate’s iskey apersonnel ~~citizen~~upon ~~or resident of~~ the ~~United~~completion ~~States as determined for U.S. federal income tax purposes, (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws~~ of ~~the~~our ~~United~~initial ~~States,~~business ~~any~~combination ~~state~~cannot thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income tax 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 (as defined in the Code) have authority to control all substantial decisions of the trust or (b) it has a valid election in effect under Treasury Regulations to be ~~treated~~ascertained asat athis Utime.S. ~~person~~Although (awe ~~“U.S.~~contemplate ~~Holder”),~~that ~~such U.S. holder may be subject to~~ certain ~~adverse~~members U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances the application of ~~the start-up exception~~an ~~may~~acquisition becandidate’s ~~subject~~management toteam ~~uncertainty, and there cannot be any assurance that we~~ will ~~qualify~~remain ~~for the start-up exception.~~associated ~~Accordingly, there can be no assurances~~ with ~~respect~~the toacquisition ~~our~~candidate ~~status~~following ~~as a PFIC for~~ our ~~current~~initial ~~taxable~~business ~~year or any subsequent taxable year. Our actual PFIC status for any taxable year~~combination, ~~however,~~it ~~will~~is ~~not~~possible bethat ~~determinable~~members ~~until~~of ~~after~~ the ~~end~~management of ~~such~~an ~~taxable~~acquisition ~~year.~~candidate ~~Moreover, if we determine we are a PFIC for any taxable year, upon written request, we~~ will ~~endeavor~~not towish ~~provide~~ to aremain ~~U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC Annual Information Statement,~~ in ~~order to enable the U~~place.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their tax advisors regarding the possible application of the PFIC rules.

We49 ~~may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.~~

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

55Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

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

~~ITEM~~Our ~~1B.~~officers ~~UNRESOLVED~~and ~~STAFF~~directors ~~COMMENTS~~presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

~~None~~Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with a business or entity. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.

~~ITEM~~In 2addition, our sponsor, officers and directors may in the future become affiliated with other blank check companies that may have acquisition objectives that are similar to ours. ~~PROPERTIES~~Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to such other blank check companies prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.

Our executive ~~offices are located at PO Box 1093~~officers, ~~Boundary Hall~~directors, ~~Cricket~~security ~~Square,~~holders ~~Grand Cayman, KY-1102, Cayman Islands,~~ and ~~our~~their ~~telephone~~respective ~~number~~affiliates ismay +1have ~~(345)~~competitive ~~814-5825.~~pecuniary ~~The~~interests ~~cost~~that ~~for~~conflict ~~our~~with ~~use of this space is included in the $10,000 per month fee we pay to an affiliate of~~ our ~~sponsor for office space, administrative and support services~~interests. ~~We consider our current office space adequate for our current operations.~~

~~ITEM~~We 3have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. ~~LEGAL~~In ~~PROCEEDINGS~~fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive 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.

ToThe ~~the~~personal ~~knowledge~~and financial interests of our ~~management~~directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, ~~there~~our isdirectors’ noand ~~litigation~~officers’ ~~currently~~discretion ~~pending~~in oridentifying ~~contemplated~~and ~~against~~selecting usa suitable target business may result in a conflict of interest when determining whether the terms, ~~any~~conditions and timing of ~~our~~a ~~officers~~particular orbusiness ~~directors~~combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a breach of their ~~capacity~~fiduciary duties to us as ~~such~~a matter of Cayman Islands law and we or our shareholders might have a claim against ~~any~~such ofindividuals for infringing on our ~~property~~shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.

~~ITEM~~50 ~~4. MINE SAFETY DISCLOSURES~~

~~Not~~Table ~~applicable.~~of Contents

56We may engage in a business combination with one target business that has relationships with entities that may be affiliated with our sponsor, executive officers, directors or initial shareholder which may raise potential conflicts of interest.

~~Table~~In light of ~~Contents~~the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire a business affiliated with our sponsor, executive officers, directors or initial shareholder. Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination with a domestic or international business affiliated with our sponsor, executive officers, directors or initial shareholder, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

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

~~ITEM~~We 5may structure our initial business combination so that the post-business combination company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment Company Act. ~~MARKET~~We ~~FOR~~will ~~REGISTRANT~~not consider any transaction that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities of the target, our shareholders prior to our initial 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. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’Ss ~~COMMON~~shares ~~EQUITY~~than we initially acquired. Accordingly, ~~RELATED~~this ~~SHAREHOLDER~~may ~~MATTERS~~make ~~AND~~it ~~ISSUER~~more ~~PURCHASES~~likely OFthat ~~EQUITY~~our ~~SECURITIES~~management will not be able to maintain control of the target business.

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

~~Our~~On ~~units~~July 29, 2020, our sponsor paid $25,000 to cover certain of our offering and formation costs in consideration for 11,500,000 Class AB ordinary shares, ~~and~~par ~~warrants~~value ~~are~~$0.0001. ~~each~~On ~~traded~~July 31, on2020, ~~the~~we ~~NYSE~~issued ~~under~~11,500,000 Class B ordinary shares to our sponsor as the ~~symbol~~founder ~~“IMPX~~shares.U On August 4,” ~~“IMPX”~~2020, ~~and “IMPX.WS”~~we ~~respectively.~~effected ~~Our~~a ~~units~~share ~~commenced~~capitalization ~~public~~whereby ~~trading~~a onfurther ~~October~~ 2,875,000 ~~2020. Our~~ Class AB ordinary shares ~~and~~were ~~warrants~~issued ~~began~~to ~~separate~~our ~~trading~~sponsor onresulting ~~November 23~~in our sponsor holding 14,375,000 ~~2020~~Class B ordinary shares. On September 14, we irrevocably surrendered to the Company for cancellation

~~(b)~~51 ~~Holders~~

OnTable ~~December 31, 2020, there were one holder~~ of ~~record for our units, one holder of record for our Class A ordinary shares, one holder of our Class B ordinary shares, and three holders of our warrants.~~ Contents

and for nil consideration 2,875,000 Class B ordinary shares resulting in our sponsor holding 11,500,000 Class B ordinary shares. In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. These 50,000 shares were not be subject to forfeiture in the event the underwriters’ over-allotment option was not exercised. On November 16, 1,500,000 founder shares were automatically forfeited by our sponsor, triggered by the underwriter’s election to not exercise its option to purchase additional units, resulting in our sponsor holding 9,950,000 Class B ordinary shares and each of our independent directors holding 25,000 Class B ordinary shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor purchased an aggregate of 10,500,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant (c$10,500,000 in the aggregate), ~~Dividends~~in a private placement that closed simultaneously with the closing of our initial public offering. If we do not consummate an initial business within 24 months from the closing of our initial public offering, the private placement warrants will expire worthless. The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 24-month anniversary of the closing of our initial public offering nears, which is the deadline for our consummation of an initial business combination.

WeRisks ~~have~~Associated ~~not~~with ~~paid~~Acquiring ~~any cash dividends on our ordinary shares to date~~ and doOperating ~~not~~a ~~intend~~Business ~~to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends~~ in ~~the~~Foreign ~~future~~Countries will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions subsequent to completion of an initial business combination. The payment of any cash dividends subsequent to an initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

~~(d)~~If ~~Securities~~we ~~Authorized~~pursue a target company with operations or opportunities outside of the United States for ~~Issuance~~our ~~Under~~initial ~~Equity~~business ~~Compensation~~combination, ~~Plans~~ we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

~~None~~If we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

~~(e)~~If ~~Performance~~we ~~Graph~~ effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

~~Not~~• ~~applicable.~~costs and difficulties inherent in managing cross-border business operations;

~~(f)~~• ~~Recent~~rules ~~Sales~~and ~~of Unregistered~~regulations ~~Securities;~~regarding ~~Use~~currency ~~of Proceeds from Registered Offerings~~ redemption;

~~Unregistered~~• ~~Sales~~complex corporate withholding taxes on individuals;

On• ~~July 29,~~laws ~~2020,~~governing our sponsor paid $25,000 to cover certain of our offering and formation costs in consideration for 11,500,000 Class B ordinary shares, par value $0.0001. On July 31, 2020, we issued 11,500,000 Class B ordinary shares to our sponsor as the ~~founder~~manner ~~shares. On August 4, 2020, we effected a share capitalization whereby a further 2,875,000 Class B ordinary shares were issued to our sponsor resulting~~ in ~~our~~which ~~sponsor~~future ~~holding~~business ~~14,375,000~~combinations ~~Class B~~may ordinary shares. On September 14, we irrevocably surrendered to the Company for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in our sponsor holding 11,500,000 Class B ordinary shares. In September 2020, the Sponsor transferred 25,000 Class B ordinary shares to each of its independent directors. These 50,000 shares were not be subject to forfeiture in the event the underwriters’ overallotment option was not exercised. On November 16, 1,500,000 founder shares were automatically forfeited by our sponsor, triggered by the underwriter’s election to not exercise its option to purchase additional units, resulting in our sponsor holding 9,950,000 Class B ordinary shares and each of our independent directors holding 25,000 Class B ordinary shares. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The total number of Class B ordinary shares outstanding after our initial public offering and the expiration of the underwriters’ option to purchase additional units equals 20% of the total number of Class A ordinary shares and Class B ordinary shares outstanding at such time. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to adjustment, as described in this prospectus. effected;

57• exchange listing and/or delisting requirements;

~~Table~~• oftariffs ~~Contents~~and trade barriers;

~~Our~~• ~~sponsor~~regulations isrelated ~~an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our sponsor is~~ to ~~act~~customs asand ~~the~~import/export ~~company’s sponsor in connection with this offering.~~ matters;

On• ~~October 5,~~local ~~2020,~~or weregional c

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

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