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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

BCLS Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39646	98-1554961
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)
200 Clarendon Street Boston, Massachusetts		02116
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 516-2000


200 Clarendon Street Boston, Massachusetts		02116
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617)

~~Not Applicable~~ 516-2000

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

~~Securities~~(Former ~~registered~~name ~~pursuant~~or toformer ~~Section 12(b)~~address, ofif ~~the~~changed ~~Act:~~since last report)

Title of Each Class:		Trading Symbol:		Name of Each Exchange on Which Registered:
Class A ordinary shares, 0.0001 par value		BLSA		The Nasdaq Capital Market

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

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


Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Class A ordinary shares, 0.0001 par value	BLSA	The Nasdaq Capital Market

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark~~to ifSection 12(g) ~~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 ~~not~~a ~~required~~well-known ~~to file~~seasoned ~~reports~~issuer, ~~pursuant~~as todefined ~~Section 13~~in orRule ~~Section 15(d)~~405 of the ~~Exchange~~Securities Act. Yes ☐ No ☒

Indicate by check mark ~~whether~~if the registrant ~~(1) has~~is ~~filed~~not ~~all reports~~ required to befile ~~filed~~reports bypursuant to 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 (1) has ~~submitted electronically~~filed ~~every~~all ~~Interactive~~reports ~~Data File~~ required to be ~~submitted~~filed ~~pursuant~~by toSection 13 ~~Rule~~or ~~405~~15(d) of ~~Regulation~~the ~~S-T~~Securities (§Exchange ~~232.405~~Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such ~~files)~~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 is a large accelerated filer, an accelerated filer, a non~~S-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. 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

~~Large accelerated filer ☐ Accelerated filer ☐ Non~~non-accelerated ~~filer ☒ Smaller reporting company ☒ Emerging growth company ☒~~

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

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. ☐ 12b-2

of the Exchange Act.

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

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-2~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). ~~Yes~~ ~~☒ No~~ ☐

AsIndicate ofby ~~June 30,~~check ~~2020,~~mark ~~the~~whether ~~last business day of~~ the registrant’s ~~most~~has ~~recently~~filed ~~completed~~a ~~second~~report ~~fiscal~~on ~~quarter,~~and ~~the~~attestation ~~registrant’s~~to ~~securities~~its ~~were not publicly traded. The registrant~~management’s ~~Class A~~assessment ~~ordinary~~of ~~shares,~~the ~~par~~effectiveness ~~value~~of ~~$0.0001~~its ~~(the “Class A~~internal ~~ordinary~~control ~~shares”) began~~over ~~trading~~financial onreporting ~~Nasdaq~~under ~~Capital Market~~ Section 404(~~“Nasdaq”~~b) ~~on October 22, 2020. The aggregate market value~~ of the ~~outstanding~~Sarbanes-Oxley ~~ordinary~~Act ~~shares,~~(15 ~~other~~U.S.C. ~~than~~7262(b)) ~~shares held~~ by ~~persons who may be deemed affiliates of~~ the ~~registrant,~~registered ~~computed~~public ~~by reference~~accounting tofirm ~~the~~that ~~closing~~prepared ~~sales~~or ~~price~~issued ~~for~~its ~~the~~audit ~~ordinary shares on December 31, 2020, as reported on the Nasdaq, was $160,137,500 (based on the closing sales price of the Class A ordinary shares on December 31, 2020 of $11~~report.~~14).~~ ☐

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

~~As of March 19, 2021, 14,862,500 Class A ordinary shares, par value $0.0001, and 3,593,750 Class B ordinary shares, par value $0.0001, were issued and outstanding.~~ 12b-2

of the Exchange Act).

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

☒ No ☐

~~Table~~The aggregate market value of ~~Contents~~the outstanding Class A ordinary shares, par value $0.0001 (the “Class A ordinary shares”), other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the Class A ordinary shares on June 30, 2021, as reported on the Nasdaq Capital Market (“Nasdaq”), was $144,760,750 (based on the Nasdaq closing sales price of the Class A ordinary shares on June 30, 2021 of $9.74).

As of March

~~TABLE OF CONTENTS~~ 28

, 2022, 14,862,500 Class A ordinary shares, par value $0.0001, and 3,593,750 Class B ordinary shares, par value $0.0001, were issued and outstanding.

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY			iii
PART I			1
Item 1.	Business		1
Item 1A.	Risk Factors		21
Item 1B.	Unresolved Staff Comments		51
Item 2.	Properties		52
Item 3.	Legal Proceedings		52
Item 4.	Mine Safety Disclosures		52
PART II			53
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities		53
Item 6.	Selected Financial Data		54
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		54
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		61
PART III			62
Item 10.	Directors, Executive Officers and Corporate Governance		62
Item 11.	Executive Compensation		70
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		72
Item 13.	Certain Relationships and Related Party Transactions, and Director Independence		74
Item 14.	Principal Accountant Fees and Services		76
PART IV			77
Item 15.	Exhibits, Financial Statements Schedules		77
Item 16.	Form 10-K Summary		78

Documents Incorporated by Reference: None.

iTable of Contents

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

CERTAIN TERMS


			Page

PART I				1
	Item 1.	Business		1
	Item 1A.	Risk Factors		22
	Item 1B.	Unresolved Staff Comments		55
	Item 2.	Properties		55
	Item 3.	Legal Proceedings		55
	Item 4.	Mine Safety Disclosures		55

Part II				56
	Item 5.	Market For Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities		56
	Item 6.	Reserved		57
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		57
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		64
	Item 8.	Financial Statements and Supplementary Data		64
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		64
	Item 9A.	Controls and Procedures		64
	Item 9B.	Other Information.		65
	Item 9C.	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.		65

Part III				66
	Item 10.	Directors, Executive Officers and Corporate Governance		66
	Item 11.	Executive Compensation		74
	Item 12.	Security Ownership Of Certain Beneficial Owners and Management and Related Shareholder Matters		75
	Item 13.	Certain Relationships and Related Party Transactions, and Director Independence		78
	Item 14.	Principal Accountant Fees and Services		80

Part IV				80
	Item 15.	Exhibits, Financial Statements Schedules		80
	Item 16.	Form 10-K Summary		81

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

•Table ~~“Companies Act” are to the Companies Act (As Revised)~~ of ~~the Cayman Islands as the same may be amended from time to time;~~Contents

•CERTAIN ~~“company,”~~TERMS ~~“we,” “us,” “our,” or “our company” are to BCLS Acquisition Corp., a Cayman Islands exempted company;~~

Unless otherwise stated in this Annual Report on Form

• “founder shares” are to our Class B ordinary shares 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 (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);10-K

of BCLS Acquisition Corp. (this “Report”), or the context otherwise requires, references to:

• “~~initial~~Companies ~~shareholders~~Act” are to ~~our~~the ~~sponsor~~Companies ~~and~~Act ~~independent~~(As ~~directors~~Revised) of the Cayman Islands as the same may be amended from time to time;

• “~~management~~company,” or “~~our~~we,” ~~management team~~“us,” ~~are to~~ “our,” ~~executive~~or ~~officers and directors (including~~ “our ~~director~~company” ~~nominees~~are ~~who~~to ~~became~~BCLS ~~directors~~Acquisition atCorp., ~~the~~a ~~consummation~~Cayman ofIslands ~~our~~exempted ~~initial public offering)~~company;

• “~~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 (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

• “~~Bain~~initial ~~Capital~~shareholders” are to ~~Bain~~our ~~Capital,~~sponsor ~~LP,~~and anindependent ~~affiliate of our sponsor~~directors;

• “~~Bain~~management” ~~Capital~~or ~~Life~~“our ~~Sciences~~management team” are to ~~Bain~~our ~~Capital~~executive ~~Life~~officers ~~Sciences,~~and LPdirectors ~~and~~(including ~~its~~our ~~affiliates,~~director annominees ~~affiliate~~who became directors at the consummation of our ~~sponsor~~initial public offering);

• “~~private~~ordinary ~~placement~~ shares” are to ~~the~~our Class A ordinary shares ~~issued~~and to our ~~sponsor~~Class inB aordinary ~~private placement simultaneously with the closing of our initial public offering (which private placement~~ shares ~~are identical to the shares sold in our initial public offering, subject to certain limited exceptions as described herein) and upon conversion of working capital loans~~;

• “~~public~~Bain ~~shareholders~~Capital” are to ~~the~~Bain ~~holders~~Capital, ~~of our public shares~~LP, ~~including~~an ~~our~~affiliate ~~sponsor and management team to the extent our sponsor and/or members~~ of our ~~management team purchase public shares; provided that our~~ sponsor~~’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares~~;

• “~~public~~Bain ~~shares~~Capital Life Sciences” are to ~~our~~Bain ~~Class~~Capital ALife ~~ordinary~~Sciences, ~~shares~~LP ~~sold~~and inits ~~our~~affiliates, ~~initial~~an ~~public~~affiliate ~~offering~~of ~~(whether they are purchased in~~ our ~~initial public offering or thereafter in the open market)~~sponsor; ~~and~~

• “~~sponsor~~private placement shares” are to ~~BCLS~~the ~~Acquisition~~Class ~~Holdings,~~A ~~LP,~~ordinary shares issued to our sponsor in a ~~Cayman~~private ~~Islands~~placement ~~exempted~~simultaneously with the closing of our initial public offering (which private placement shares are identical to the shares sold in our initial public offering, subject to certain limited ~~partnership.~~exceptions as described herein) and upon conversion of working capital loans;

ii• “public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares; provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;

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

~~CAUTIONARY~~• ~~NOTE~~“sponsor” ~~REGARDING~~are ~~FORWARD-LOOKING~~to ~~STATEMENTS~~BCLS ~~AND~~Acquisition ~~RISK FACTOR~~Holdings, ~~SUMMARY~~LP, a Cayman Islands exempted limited partnership.

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

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

•CAUTIONARY weNOTE ~~have~~REGARDING noFORWARD-LOOKING ~~operating~~STATEMENTS ~~history~~AND ~~and~~RISK noFACTOR ~~revenues,~~SUMMARY ~~and you have no basis on which to evaluate our ability to achieve our business objective;~~

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

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

• ~~our~~we ~~expectations~~have ~~around~~no ~~the~~operating ~~performance~~history ofand ano ~~prospective~~revenues, ~~target~~and ~~business~~you orhave ~~businesses~~no basis on which to evaluate our ability to achieve our business objective;

• our ~~success~~ability into ~~retaining~~select oran ~~recruiting,~~appropriate ortarget ~~changes~~business ~~required in, our officers, key employees~~ or ~~directors following our initial business combination~~businesses;

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

• our ~~potential~~expectations ~~ability~~around tothe ~~obtain~~performance ~~additional~~of ~~financing~~a toprospective ~~complete~~target ~~our initial~~ business ~~combination~~or businesses;

• our ~~pool~~success ofin ~~prospective~~retaining ~~target~~or ~~businesses~~recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

• our ~~ability~~officers and directors allocating their time to ~~consummate~~other anbusinesses ~~initial~~and ~~business~~potentially ~~combination~~having ~~due~~conflicts toof ~~the~~interest ~~uncertainty~~with ~~resulting~~our ~~from~~business ~~the~~or ~~recent~~in ~~COVID-19~~approving ~~pandemic~~our initial business combination;

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

• our ~~public~~pool ~~securities’~~of ~~potential~~prospective ~~liquidity~~target ~~and trading~~businesses;

• ~~the~~our ~~use~~ability ofto ~~proceeds~~consummate ~~not~~an ~~held~~initial inbusiness ~~the~~combination ~~trust~~due ~~account~~to orthe ~~available~~uncertainty toresulting us from ~~interest income on~~ the ~~trust~~recent ~~account~~COVID-19 ~~balance~~pandemic;

• the ~~trust~~ability ~~account~~of ~~not~~our ~~being~~officers ~~subject~~and directors to ~~claims~~generate a number of ~~third~~potential ~~parties~~business combination opportunities;

• our ~~financial~~public ~~performance~~securities’ ~~following~~potential ~~our~~liquidity ~~initial~~and ~~public offering~~trading; ~~and~~

• the ~~other~~use ~~risks~~of ~~and~~proceeds ~~uncertainties~~not ~~discussed~~held in ~~“Risk~~the ~~Factors”~~trust ~~and~~account ~~elsewhere~~or inavailable ~~this~~to ~~Report.~~us from interest income on the trust account balance;

~~Should~~• ~~one~~the ortrust ~~more~~account ofnot ~~these~~being ~~risks~~subject 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~~claims ~~or revise any forward-looking statements, whether as a result~~ of ~~new~~third ~~information, future events or otherwise, except as may be required under applicable securities laws.~~ parties;

~~iii~~• our financial performance; and

~~Table~~• ofthe ~~Contents~~other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Report.

~~PART~~Should Ione 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.

~~ITEM~~iii ~~1. BUSINESS~~

~~Overview~~Table of Contents

WePART ~~are~~I a blank check company incorporated on August 26, 2020 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination. To date, our efforts have been limited to organizational activities, activities related to our initial public offering as well as the search for a prospective business combination.

~~While~~ITEM we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team’s background and to capitalize on the ability of our management team to identify and acquire a business, focusing on the healthcare or healthcare related industries1. In particular, we will pursue investments, primarily based in North America and Europe and selectively in other geographies, including Asia and emerging markets, in biopharmaceutical, specialty pharmaceutical, medical device, diagnostics and enabling life science technology companies. We may pursue a transaction in which our shareholders immediately prior to the completion of our initial business combination would collectively own a minority interest in the post-business combination company. BUSINESS

~~Our~~Overview ~~Founders~~

~~Our~~We ~~sponsor~~are ~~is an affiliate of Bain Capital Life Sciences,~~ a ~~leading~~blank ~~life~~check ~~sciences~~company ~~investment~~incorporated ~~manager~~on ~~with over $2.2~~August ~~billion~~26, of2020 ~~assets under management~~ as ofa ~~June 30,~~Cayman ~~2020.~~Islands ~~Bain~~exempted ~~Capital~~company ~~Life~~formed ~~Sciences~~for ~~was~~the ~~established~~purpose inof ~~2016~~effecting toa ~~invest~~merger, inshare ~~biopharmaceutical~~exchange, ~~specialty pharmaceutical~~asset acquisition, ~~medical~~share ~~device~~purchase, ~~diagnostics~~reorganization ~~and~~or ~~enabling~~similar ~~life~~business ~~science~~combination ~~technology companies globally,~~ with aone ~~focus~~or onmore ~~companies~~businesses, ~~that~~which ~~both~~we ~~drive~~refer ~~medical innovation and enable that innovation~~ to ~~improve~~throughout ~~the~~this ~~lives~~Report ofas ~~patients~~our ~~with~~initial ~~unmet~~business ~~medical needs~~combination. ~~Our~~ ~~founders~~To ~~are the senior leaders of Bain Capital Life Sciences. Adam Koppel~~date, our ~~Chairman,~~efforts ishave ~~a co-founder and~~been ~~Managing~~limited ~~Director~~to oforganizational ~~Bain~~activities, ~~Capital~~activities ~~Life~~related ~~Sciences.~~to ~~Jeffrey Schwartz,~~ our ~~Chief Executive~~initial ~~Officer,~~public isoffering ~~a co-founder and~~as ~~Managing~~well ~~Director~~as ofthe ~~Bain~~search ~~Capital~~for ~~Life Sciences. Andrew Hack, our Chief Financial Officer, is~~ a ~~Managing~~prospective ~~Director~~business ~~of Bain Capital Life Sciences~~combination.

~~Since~~While ~~its~~we ~~inception,~~may ~~Bain~~pursue ~~Capital~~an ~~Life~~acquisition ~~Sciences~~opportunity ~~has~~in ~~met~~any ~~with~~business, ~~over 1~~industry,~~200~~ ~~companies~~sector ~~and has invested~~ or ~~committed~~geographical ~~over~~location, ~~$650 million~~we inintend ~~22 companies~~to infocus ~~both~~on ~~private~~industries ~~financing~~that ~~rounds~~complement ~~and,~~our ~~when~~management ~~applicable,~~team’s abackground ~~subsequent~~and ~~initial~~to ~~public~~capitalize ~~offering.~~on ~~Bain~~the ~~Capital~~ability ~~Life Sciences has led or co-led 15~~ of ~~the~~our 22management ~~private~~team ~~financing~~to ~~rounds~~identify and~~, following~~ ~~those~~acquire ~~investments~~a business, ~~has~~focusing ~~had~~on ~~board~~the ~~representation~~healthcare ~~through a director~~ or ~~observer~~healthcare ~~role~~related ~~in 19 of the companies~~industries. ~~Bain~~In ~~Capital~~particular, ~~Life~~we ~~Sciences~~are ~~invests~~pursuing ~~selectively and provides each portfolio company with meaningful capital~~investments, ~~having~~primarily ~~made~~based anin ~~average of~~North ~~approximately~~America ~~six~~and ~~initial~~Europe ~~investments~~and ~~per~~selectively ~~year~~ in ~~private~~other ~~companies~~geographies, ~~with~~including anAsia ~~average~~and ~~investment~~emerging ormarkets, ~~commitment~~in ofbiopharmaceutical, ~~approximately~~specialty ~~$30 million~~pharmaceutical, ~~per~~medical ~~company~~device, ~~when~~diagnostics ~~including subsequent private financing rounds~~ and anenabling ~~initial~~life ~~public~~science ~~offering~~technology companies. OfWe ~~the 22~~may ~~private~~pursue ~~companies~~a transaction in which ~~Bain~~our ~~Capital~~shareholders ~~Life~~immediately ~~Sciences~~prior ~~has invested, nine have gone on~~ to ~~become~~the ~~publicly-traded~~completion ~~companies,~~of ~~including~~our ~~Annexon~~initial ~~(Nasdaq:~~business ~~ANNX),~~combination ~~Arcutis~~would ~~(Nasdaq:~~collectively ~~ARQT),~~own ~~Nurix~~a ~~(Nasdaq:~~minority ~~NRIX),~~interest ~~Replimune~~in ~~(Nasdaq:~~the ~~REPL),~~post-business ~~and~~combination ~~SpringWorks (Nasdaq: SWTX), among others~~company.

~~Bain~~Our ~~Capital~~Founders Life Sciences is an affiliate of Bain Capital, one of the world’s leading alternative asset management firms with over $100 billion of assets under management as of June 30, 2020. Since its inception in 1984, Bain Capital has employed a strategic, analytical approach to identify attractive investment opportunities and partner with management teams to transform and improve their businesses. During this time, Bain Capital has developed global reach, deep expertise and a proven track record in the life sciences across its business units. Bain Capital Life Sciences leverages the expertise of Bain Capital’s other affiliate advisors and Bain Capital’s infrastructure more broadly as a valuable resource, including its strong global relationships, capital markets knowledge, shared research services, and investment committee and internal advisory board insights.

Our sponsor is an affiliate of Bain Capital Life Sciences, a leading life sciences investment manager with approximately $4.6 billion of assets under management as of September 30, 2021. Bain Capital Life Sciences was established in 2016 to invest in biopharmaceutical, specialty pharmaceutical, medical device, diagnostics and enabling life science technology companies globally, with a focus on companies that both drive medical innovation and enable that innovation to improve the lives of patients with unmet medical needs. Our founders are the senior leaders of Bain Capital Life Sciences. Adam Koppel, our Chairman, is a

The past performance of the members of our management team or their affiliates, including Bain Capital Life Sciences, is not a guarantee that we will be able to identify a suitable candidate for our initial business co-founder

and Managing Director of Bain Capital Life Sciences. Jeffrey Schwartz, our Chief Executive Officer, is a

1 co-founder

and Managing Director of Bain Capital Life Sciences. Andrew Hack, our Chief Financial Officer, is a Managing Director of Bain Capital Life Sciences.

Since its inception, Bain Capital Life Sciences has met with over 1,300 companies and has invested or committed over $1.1 billion in 33 companies in both private financing rounds and, when applicable, a subsequent initial public offering as of September 30, 2021. Bain Capital Life Sciences has led or

~~Table of Contents~~co-led

20 of the 33 private financing rounds and, following those investments, has had board representation through a director or observer role in 27 of the companies. Of the 33 private companies in which Bain Capital Life Sciences has invested, 17 have gone on to become publicly-traded companies, including Annexon (Nasdaq: ANNX), Arcutis (Nasdaq: ARQT), Atea (Nasdaq: AVIR), Nurix (Nasdaq: NRIX), Nuvalent (Nasdaq: NUVL), Rapid Micro Biosystems (Nasdaq: RPID), Replimune (Nasdaq: REPL), and SpringWorks (Nasdaq: SWTX), among others.

~~combination~~Bain orCapital Life Sciences is an affiliate of ~~success~~Bain Capital, one of the world’s leading alternative asset management firms with ~~respect~~approximately $155 billion of assets under management as of September 30, 2021. Since its inception in 1984, Bain Capital has employed a strategic, analytical approach to ~~any~~identify ~~business~~attractive ~~combination~~investment weopportunities ~~may~~and ~~consummate~~partner with management teams to transform and improve their businesses. ~~You~~During ~~should~~this ~~not~~time, ~~rely~~Bain onCapital ~~the~~has ~~historical~~developed global reach, deep expertise and a proven track record orin the ~~performance~~life ofsciences ~~our~~across ~~management~~its ~~team,~~business units. Bain Capital Life Sciences orleverages ~~any~~the expertise of ~~their~~Bain ~~affiliates~~Capital’s orother ~~managed~~affiliate ~~fund~~advisors and Bain Capital’s ~~performance~~infrastructure more broadly as ~~indicative~~a ofvaluable ~~our~~resource, ~~future~~including ~~performance.~~its ~~Our~~strong ~~management~~global ~~team~~relationships, ~~has~~capital nomarkets ~~experience~~knowledge, inshared ~~operating~~research ~~special~~services, ~~purpose~~and ~~acquisition~~investment ~~companies~~committee and internal advisory board insights.

The past performance of the members of our management team or their affiliates, including Bain Capital Life Sciences, ~~Industry~~is ~~Opportunity~~not a guarantee that we will be able to identify a suitable candidate for our initial business

~~While we~~1 may acquire a business in any industry, our focus is on biopharmaceutical, specialty pharmaceutical, medical device, diagnostics and enabling life science technology companies, primarily based in North America and Europe, and selectively in other geographies, including Asia and emerging markets. We believe that several long-term secular trends and themes in healthcare are creating meaningful opportunities for successful investment within the life sciences sector. These trends include the following:

•Table ~~Continued growth~~ of the overall healthcare market supported by favorable demographic trends. The population of people over age 65 is at the beginning of a multi-decade period of sustained growth, and the Centers for Medicare & Medicaid Services projects that this population will grow from the mid-teens to approximately 20%, as a percentage of the total population, by 2030 in both the United States and other developed countries. As people age, they typically consume more healthcare, and an aging population is expected to drive consumption of healthcare in excess of broader economic growth. Spending on healthcare, driven by advancements in technology and treatment alternatives, has already been growing faster than the broader economy, as evidenced by the fact that healthcare expenditures tripled from 1995 to 2015 and are still trending at a 5–6% annual growth rate, according to the Centers for Medicare & Medicaid Services. According to the OECD, pharmaceutical spending has remained a stable part of healthcare spending in the United States at around 10% over the last two decades, and we expect that this trend will continue even as healthcare expenditures continue to grow.Contents

•combination ~~Increased~~or ~~pace~~ of ~~innovation~~success ~~within~~with ~~the~~respect ~~life~~to ~~sciences~~any ~~market.~~business Wecombination ~~believe~~we ~~the~~may ~~life~~consummate. ~~sciences~~You ~~sector~~should isnot inrely ~~the~~on ~~early stages of an era defined by an increased pace of innovation that will impact~~ the ~~treatment~~historical ofrecord ~~patients with unmet~~ or ~~under-met~~the ~~medical~~performance ~~needs. Such innovation is being driven by advances on a variety~~ of ~~fronts,~~our ~~including~~management ~~human genetics~~team, ~~therapeutic~~Bain ~~modalities,~~Capital ~~and~~Life ~~translational~~Sciences ~~medicine.~~or ~~Broader~~any ~~technological~~of ~~evolution,~~their ~~including~~affiliates’ inor ~~material~~managed ~~sciences,~~fund’s ~~miniaturization,~~performance ~~and~~as ~~computational~~indicative ~~technology,~~of isour ~~allowing~~future ~~for new diagnostics and devices that can provide better and often accelerated outcomes or address previously unmet medical needs~~performance. ~~Along~~Our ~~with~~management ~~novel~~team ~~therapeutics,~~has ~~new~~no ~~opportunities~~experience ~~exist~~in ~~for~~operating ~~innovative~~special ~~drug-device~~purpose ~~combinations~~acquisition ~~or diagnostics that are integrated with therapeutic targeting~~companies.

•Life ~~Deconstruction~~Sciences ofIndustry ~~the~~Opportunity life sciences value chain creating more opportunities for disruptive innovation. Although companies in this sector have grown, both organically and through mergers and acquisitions, and research and development budgets have increased, there has not been commensurate improvement in research and development productivity. We believe that larger, multi-asset companies are realizing that although they can grow to be more efficient on certain business elements, they must rely on external partnerships or mergers and acquisitions to drive and support innovation. In parallel to this evolution of strategy and approach for larger life sciences companies, the advances driving innovation in the life sciences field have enhanced the ability for smaller companies to pursue innovation in more targeted, accelerated and efficient manners. We believe that there is a supply and demand mismatch for true innovation in the life sciences ecosystem and that, as a result, innovative companies will be appropriately rewarded for their success.

•While Awe ~~complex~~may ~~and~~acquire ~~evolving~~a ~~healthcare~~business ~~ecosystem that requires deep understanding~~ in ~~order~~any toindustry, ~~optimize~~our ~~returns~~focus ~~from~~is ~~innovation.~~on ~~Several~~biopharmaceutical, ~~key~~specialty ~~components of~~pharmaceutical, ~~and~~medical ~~stakeholders within~~device, ~~the~~diagnostics ~~life~~and ~~sciences~~enabling ~~ecosystem~~life ~~are~~science intechnology acompanies, ~~dynamic~~primarily ~~state,~~based ~~including~~in anNorth ~~evolving~~America ~~regulatory~~and ~~process~~Europe, ~~consolidation~~and ofselectively ~~payer~~in ~~and~~other ~~drug~~geographies, ~~distribution~~including ~~channels,~~Asia and ~~growing~~emerging ~~consumerization of healthcare~~markets. We believe that aseveral ~~deep~~long-term ~~understanding~~secular oftrends ~~the entire ecosystem is required to optimize returns from innovation~~ and ~~that~~themes ~~understanding~~in ~~the~~healthcare ~~technical~~are ~~risks~~creating ~~and~~meaningful ~~probabilities~~opportunities ~~of success around innovative developments alone is not sufficient~~ for ~~sustainable~~successful investment ~~success~~within in the life sciences ~~field~~sector. ~~For~~These ~~example,~~trends ~~the~~include bar for approval in certain severe orphan diseases with high unmet need has been lowered, which has created attractive investment opportunities for those focused on understanding this evolving regulatory trend, while in other settings the ~~bar~~following: ~~for approval has been more challenging, requiring stronger efficacy and safety profiles.~~

2• Continued growth of the overall healthcare market supported by favorable demographic trends. The population of people over age 65 is at the beginning of a multi-decade period of sustained growth, and the Centers for Medicare & Medicaid Services projects that this population will grow from the mid-teens to approximately 20%, as a percentage of the total population, by 2030 in both the United States and other developed countries. As people age, they typically consume more healthcare, and an aging population is expected to drive consumption of healthcare in excess of broader economic growth. Spending on healthcare, driven by advancements in technology and treatment alternatives, has already been growing faster than the broader economy, as evidenced by the fact that healthcare expenditures tripled from 1995 to 2015 and are still trending at a 5–6% annual growth rate, according to the Centers for Medicare & Medicaid Services. According to the OECD, pharmaceutical spending has remained a stable part of healthcare spending in the United States at around 10% over the last two decades, and we expect that this trend will continue even as healthcare expenditures continue to grow.

~~Table~~• Increased pace of ~~Contents~~innovation within the life sciences market. We believe the life sciences sector is in the early stages of an era defined by an increased pace of innovation that will impact the treatment of patients with unmet or under-met medical needs. Such innovation is being driven by advances on a variety of fronts, including human genetics, therapeutic modalities, and translational medicine. Broader technological evolution, including in material sciences, miniaturization, and computational technology, is allowing for new diagnostics and devices that can provide better and often accelerated outcomes or address previously unmet medical needs. Along with novel therapeutics, new opportunities exist for innovative drug-device combinations or diagnostics that are integrated with therapeutic targeting.

We• ~~believe~~Deconstruction of the ~~emergence~~life ofsciences ~~these~~value ~~trends~~chain creating more opportunities for disruptive innovation. Although companies in this sector have grown, both organically and ~~themes~~through ~~has~~mergers ~~created~~and anacquisitions, and research and development budgets have increased, ~~need~~there ~~for targeted~~has ~~capital~~not been commensurate improvement in research and ~~value~~development productivity. We believe that larger, multi-~~added~~asset ~~strategic~~companies are realizing that although they can grow to be more efficient on certain business elements, they must rely on external partnerships or mergers and acquisitions to drive and support innovation. In parallel to this evolution of strategy and approach for larger life sciences companies, ~~around~~the ~~their~~advances ~~critical~~driving ~~phases~~innovation ofin ~~growth~~the life sciences field have enhanced the ability for smaller companies to pursue innovation in more targeted, accelerated and efficient manners. We believe that there is a supply and demand mismatch for true innovation in the life sciences ecosystem and that, as a result, innovative companies will be appropriately rewarded for their success.

~~The~~• ~~life~~A ~~sciences~~complex ~~market~~and evolving healthcare ecosystem that ~~BCLS~~ ~~Acquisition~~requires ~~Corp.~~deep ~~will~~understanding ~~target~~in ~~represents~~order ato ~~portion~~optimize ofreturns afrom ~~much~~innovation. ~~larger~~Several ~~market~~key ~~that~~components ~~saw~~of, ~~more~~and ~~than~~stakeholders ~~$350 billion~~within, inthe ~~M&A~~life ~~activity~~sciences inecosystem ~~2019~~are ~~and~~in ~~has~~a ~~seen~~dynamic ~~more~~state, ~~than~~including ~~$150 billion~~an inevolving ~~M&A~~regulatory ~~activity~~process, inconsolidation ~~each~~of ~~year~~payer ~~since~~and ~~2014.~~drug ~~Consistent innovation~~distribution channels, and ~~development~~growing consumerization of ~~new~~healthcare. ~~products~~We ~~creates~~believe that a ~~regular~~deep ~~source~~understanding of ~~investment~~the ~~opportunities~~entire ecosystem is required to optimize returns from innovation and athat ~~need~~understanding the technical risks and probabilities of success around innovative developments alone is not sufficient for ~~capital~~sustainable toinvestment ~~fund~~success ~~growth~~in the life sciences field. For example, the bar for

~~We believe~~2 that life sciences companies, at a certain stage in their development, see material benefits from being publicly-traded, including greater access to capital, more liquid securities and increased market awareness. In recent years, pre-IPO financing rounds, now commonly referred to as “crossover” financings, have become a critical step in the process of becoming a publicly-traded life sciences company. Since January 1, 2018, there have been 170 life sciences IPOs of more than $50 million, 103 of which were preceded by a pre-IPO financing within the 12 months leading up to the IPO. The mean and median amounts of capital raised in these combined pre-IPO and IPO financings were $253 million and $204 million, respectively. We believe that an acquisition by a special purpose acquisition company with a management team that is well-known to, and respected by, life sciences founders, their current third-party investors and their management teams can replace the role of the combined crossover and IPO financings. We also believe an acquisition by BCLS Acquisition Corp., potentially combined with a private placement that could occur concurrently with the consummation of our initial business combination, would provide the target business with a similar or greater amount of capital as a potential combination of a crossover and IPO financing while simultaneously providing a more transparent and efficient mechanism for bringing our target business to the public markets.

~~Acquisition~~Table ~~Strategy~~of Contents

~~Our~~approval ~~acquisition strategy~~in iscertain ~~designed~~severe toorphan ~~deliver~~diseases ~~strong returns by targeting companies that drive innovation and enable that innovation to improve the lives of patients~~ with high unmet ~~medical~~need ~~needs.~~has ~~Consistent~~been ~~with the strategy of the affiliate of our sponsor~~lowered, ~~Bain Capital~~which ~~Life~~has ~~Sciences,~~created weattractive ~~intend~~investment toopportunities ~~target~~for ~~companies~~those infocused ~~the~~on ~~middle~~understanding ~~stages~~this ofevolving ~~their~~regulatory ~~life cycles~~trend, bywhile ~~which we mean companies that are~~ in aother ~~position~~settings tothe ~~drive~~bar afor ~~near-term~~approval ~~value~~has ~~inflection~~been ~~related~~more tochallenging, ~~clinical~~requiring ~~evidence~~stronger efficacy and~~/or~~ ~~commercial~~safety ~~results~~profiles. ~~We believe targeting companies at this stage is attractive for the following reasons:~~

•We ~~Attractive~~believe ~~returns within~~ the ~~life~~emergence ~~sciences~~of ~~sector~~these ~~are~~trends ~~often generated by identifying~~ and ~~funding~~themes ~~the key inflection points in a company’s life cycle. While each company~~ has ~~its~~created ~~own~~an ~~path,~~increased weneed ~~believe~~for ~~the~~targeted ~~most~~capital ~~attractive risk~~ and ~~reward~~ value-added ~~inflection~~strategic ~~comes~~support ~~during the middle stages~~ of ~~growth~~companies asaround atheir ~~life~~critical ~~sciences~~phases ~~company moves from concept and scientific hypothesis to proof~~ of ~~concept and commercialization~~growth. During this period, there are often discrete events, including clinical trials, that mark these inflection points and create clear capital needs. We believe differential insights around these discrete inflection periods create opportunities for value creation and strong returns.

•The Aslife ~~the~~sciences ~~pace~~market ofthat ~~innovation~~BCLS ~~has~~Acquisition ~~increased~~Corp. ~~and~~is astargeting ~~innovation~~represents ~~has~~a ~~increasingly~~portion ~~taken~~of ~~place~~a inmuch ~~more~~larger ~~fragmented~~market ~~and~~that ~~entrepreneurial~~saw ~~settings,~~more ~~the~~than ~~capital~~$260 billion ~~markets~~in ~~have~~M&A ~~lagged~~activity in ~~their~~2021 ~~evolution to match these developments. Relatively strong~~ and ~~mature~~has ~~ecosystems~~seen ~~exist~~more atthan ~~the~~$150 billion ~~early~~in ~~stages~~M&A ofactivity ~~company~~in ~~formation~~each ~~supported~~year bysince ~~seed~~2014. ~~and~~Consistent ~~venture~~innovation ~~capital investors,~~ and ~~there~~development ~~are~~of ~~numerous~~new ~~funding~~products ~~mechanisms~~creates ~~including strategic partners and public markets once~~ a ~~company~~regular ~~has~~source ~~a proven or meaningfully de-risked product. The ecosystem that funds companies in the middle stages~~ of ~~growth~~investment isopportunities ~~still evolving, however,~~ and ~~the~~a need for ~~additional capacity and options for companies requiring~~ capital atto ~~this~~fund ~~stage offers us attractive acquisition opportunities~~growth. ~~We believe our capital and collaborative support of a company in this phase of development can be a differentiated offering in the market that is valued by both potential targets and our investors.~~

We believe that life sciences companies, at a certain stage in their development, see material benefits from being publicly-traded, including greater access to capital, more liquid securities and increased market awareness. In recent years,

3 pre-IPO

financing rounds, now commonly referred to as “crossover” financings, have become a critical step in the process of becoming a publicly-traded life sciences company. From January 1, 2018 through June 30, 2021, there were 262 life sciences IPOs of more than $50 million, 158 of which were preceded by a

~~Table of Contents~~pre-IPO

financing within the 12 months leading up to the IPO. The mean and median amounts of capital raised in these combined

We are seeking to raise enough capital in this transaction and potentially in a private placement that could occur concurrently with the consummation of our initial business combination to enable our acquisition target to be sufficiently capitalized to reach clinical and / or commercial value inflection points. A key aspect of our strategy is our sponsor’s commitment to participating in and recruiting other investors to participate in this capital formation process. pre-IPO

and IPO financings were $278 million and $249 million, respectively. We believe that an acquisition by a special purpose acquisition company with a management team that is well-known to, and respected by, life sciences founders, their current third-party investors and their management teams can replace the role of the combined crossover and IPO financings. We also believe an acquisition by BCLS Acquisition Corp., potentially combined with a private placement that could occur concurrently with the consummation of our initial business combination, would provide the target business with a similar or greater amount of capital as a potential combination of a crossover and IPO financing while simultaneously providing a more transparent and efficient mechanism for bringing our target business to the public markets.

~~Our~~Acquisition ~~acquisition~~Strategy strategy is modeled on Bain Capital Life Sciences’ demonstrated investment approach, which seeks to develop differential insights and drive changes that enable the next phase of growth for target companies. This strategy features three distinct and unique competencies:

•Our ~~Proprietary~~acquisition ~~idea~~strategy ~~generation~~is ~~and~~designed ~~proactive,~~to ~~focused~~deliver ~~sourcing.~~strong Wereturns ~~will source opportunities through a combination of external networking efforts driven~~ by atargeting ~~broad~~companies ~~set~~that ofdrive ~~industry~~innovation ~~relationships~~ and ~~internal~~enable ~~proactive~~that ~~analysis~~innovation ~~of the market~~ to ~~identify~~improve ~~potential~~the ~~targets.~~lives ~~Our~~of ~~selection~~patients ~~process~~with ~~will~~unmet ~~leverage~~medical ~~our~~needs. ~~relationships~~Consistent with ~~industry~~the ~~participants,~~strategy ~~including~~of ~~early~~the ~~stage~~affiliate ~~venture~~of ~~capital~~our ~~investors~~sponsor, ~~management~~Bain ~~teams~~Capital ~~and~~Life ~~industry executives~~Sciences, ~~early~~we ~~stage~~intend ~~and~~to ~~mature~~target companies, ~~public~~in ~~investors,~~the ~~academic~~middle ~~institutions,~~stages ~~investigators,~~of ~~consultants,~~their ~~and~~life ~~investment bankers. We also believe that Bain Capital Life Sciences’ reputation~~cycles, ~~experience~~by ~~and~~which ~~track~~we ~~record~~mean ofcompanies ~~making~~that ~~investments~~are in ~~the~~a ~~life~~position ~~sciences~~to ~~sector~~drive ~~will~~a ~~make~~near-term usvalue ainflection ~~preferred~~related ~~partner~~to ~~for~~clinical ~~potential~~evidence ~~targets~~and/or commercial results. We believe ~~this~~targeting ~~work~~companies ~~will~~at ~~position~~this usstage tois ~~identify~~attractive ~~and~~for ~~prioritize~~ the ~~most~~following ~~attractive~~reasons: ~~assets and companies in a given market.~~

• ~~Disciplined~~Attractive ~~asset~~returns ~~evaluation~~within ~~and~~the ~~selection~~life ~~process.~~sciences Wesector ~~believe~~are ~~that~~often ~~our~~generated ~~management~~by ~~team~~identifying isand ~~well-equipped~~funding ~~to perform a rigorous assessment of~~ the ~~strategic~~key ~~positioning~~inflection ~~and~~points ~~value~~in ~~creation~~a ~~potential~~company’s oflife ~~prospective target businesses~~cycle. WeWhile ~~will~~each ~~focus~~company onhas ~~conducting~~its ~~robust~~own ~~diligence~~path, ~~and~~we ~~analysis~~believe ~~around~~the ~~four~~most ~~key~~attractive ~~parameters~~risk ~~tied~~and toreward ~~the~~ value inflection ~~points~~comes ofduring ~~prospective~~the ~~target~~middle ~~businesses,~~stages ~~which~~of ~~will~~growth ~~ultimately~~as ~~form~~a ~~the~~life ~~basis~~sciences ~~for~~company anmoves ~~acquisition~~from ~~decision~~concept ~~that incorporates an appreciation~~ and ~~understanding~~scientific ofhypothesis ~~the~~to ~~risk-return~~proof ~~aspects~~ of aconcept ~~particular~~and ~~company~~commercialization. ~~Specifically~~During wethis ~~will~~period, ~~focus~~there onare ~~identifying~~often ~~(1)~~discrete ~~where~~events, inincluding aclinical ~~company’s~~trials, ~~growth~~that ~~the~~mark ~~key~~these inflection points ~~exist;~~and ~~(2)~~create ~~for~~clear ~~a given inflection, the~~ capital ~~required~~needs. toWe ~~drive~~believe ~~that~~differential ~~inflection;~~insights ~~(3)~~around ~~the~~these ~~likelihood~~discrete ~~that the company successfully achieves that~~ inflection; ~~and~~periods ~~(4)~~create ~~the~~opportunities ~~magnitude~~for of value creation ~~if the inflection is achieved~~ and ~~the~~strong ~~risk mitigating protections if the inflection is not achieved~~returns. ~~We will integrate our diligence around these four key issues to drive our ultimate acquisition decisions.~~

• ~~Collaborative~~As ~~and~~the ~~active~~pace ~~support~~ of ~~companies.~~innovation Wehas ~~will~~increased ~~utilize~~and anas ~~approach~~innovation ~~modeled~~has onincreasingly ~~Bain~~taken ~~Capital~~place ~~Life~~in ~~Sciences’~~more ~~demonstrated~~fragmented ~~methods of value creation. Through collaborative~~ and ~~active~~entrepreneurial ~~engagement~~settings, ~~with~~the ~~management~~capital ~~and~~markets ~~other~~have ~~investors,~~lagged ~~Bain~~in ~~Capital~~their ~~Life~~evolution ~~Sciences~~to ~~strives~~match tothese ~~help~~developments. ~~guide~~Relatively ~~companies~~strong onand ~~their~~mature ~~journey~~ecosystems ~~through~~exist ~~key~~at ~~inflection~~the ~~points~~early instages ~~their~~of ~~development,~~company ~~specifically~~formation supported by ~~providing~~seed ~~support~~ and ~~guidance,~~venture ~~both~~capital ~~directly~~investors, and ~~through~~there ~~relationships,~~are onnumerous ~~critical~~funding ~~strategic~~mechanisms ~~areas~~ including ~~clinical~~strategic ~~trial~~partners ~~design, regulatory approaches~~ and ~~interactions,~~public ~~strategies~~markets ~~around~~once ~~manufacturing~~a ~~scaling,~~company ~~commercialization~~has ~~and~~a ~~sales~~proven ~~strategies,~~or ~~and~~meaningfully ~~potential~~de-risked ~~strategic partnerships~~product. WeThe ~~believe~~ecosystem ~~our~~that ~~potential~~funds ~~contributions~~companies toin ~~target~~the ~~businesses~~middle ~~will~~stages ~~both~~of ~~enhance~~growth ~~value~~is ~~and~~still ~~make~~evolving, ushowever, anand ~~attractive~~the ~~partner~~need for ~~management~~additional ~~teams~~capacity and ~~existing~~options ~~investors.~~for Incompanies ~~particular,~~requiring wecapital ~~believe~~at ~~the~~this ~~value~~stage ofoffers ~~our~~us ~~team’s~~attractive ~~broad~~acquisition ~~and~~opportunities. ~~deep~~We ~~experience,~~believe ~~including~~our ~~operational, transactional,~~ capital ~~markets~~ and ~~investment backgrounds, will make us a differentiated partner.~~

~~Any~~3 evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors, and criteria that our management may deem relevant.

~~Initial~~Table ~~Business~~of ~~Combination~~ Contents

~~Our~~collaborative ~~initial~~support ~~business~~of ~~combination~~a ~~must~~company ~~occur~~in ~~with~~this ~~one~~phase ~~or more target businesses that together have an aggregate fair market value~~ of atdevelopment ~~least 80%~~can ofbe ~~the~~a ~~assets~~differentiated ~~held~~offering in the ~~trust~~market ~~account~~that ~~(excluding~~is ~~the~~valued ~~amount~~by ofboth ~~deferred~~potential ~~underwriting~~targets ~~discounts held in trust~~ and ~~taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If~~ our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or investors.

4We are seeking to deliver enough capital to an acquisition target, through the funds held in our trust account and potentially through a private placement that could occur concurrently with the consummation of our initial business combination, to enable such target to be sufficiently capitalized to reach clinical and/or commercial value inflection points. A key aspect of our strategy is our sponsor’s commitment to participating in and recruiting other investors to participate in this capital formation process.

~~Table~~Our acquisition strategy is modeled on Bain Capital Life Sciences’ demonstrated investment approach, which seeks to develop differential insights and drive changes that enable the next phase of ~~Contents~~growth for target companies. This strategy features three distinct and unique competencies:

~~another~~• ~~independent~~Proprietary ~~entity~~idea ~~that~~generation ~~commonly~~and ~~renders~~proactive, ~~valuation~~focused ~~opinions with respect to the satisfaction of such criteria~~sourcing. ~~Our~~We ~~shareholders~~source ~~may~~opportunities ~~not~~through ~~be provided with~~ a ~~copy~~combination of ~~such~~external ~~opinion~~networking ~~nor~~efforts ~~will they~~driven beby ~~able~~a tobroad ~~rely~~set onof ~~such~~industry ~~opinion.~~relationships ~~While~~and weinternal ~~consider~~proactive itanalysis ~~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 doidentify sopotential iftargets. ~~the~~Our ~~board~~selection isprocess ~~less familiar~~leverages orour ~~experienced~~relationships with ~~the~~industry ~~target company’s business~~participants, ~~there~~including isearly astage ~~significant~~venture ~~amount~~capital ofinvestors, ~~uncertainty~~management asteams toand ~~the~~industry ~~value of the company’s assets or prospects~~executives, ~~including if such company is at an~~ early stage ofand ~~development~~mature companies, ~~operations~~public ~~or growth~~investors, oracademic ifinstitutions, ~~the~~investigators, ~~anticipated~~consultants, ~~transaction involves a complex financial analysis or other specialized skills~~ and ~~the~~investment ~~board determines that outside expertise would be helpful or necessary in conducting such analysis~~bankers. ~~Since~~We ~~any~~also ~~opinion,~~believe ~~if obtained, would merely state~~ that ~~the~~Bain ~~fair~~Capital ~~market~~Life ~~value~~Sciences’ ~~of the target business meets the 80% of net assets threshold~~reputation, ~~unless~~experience ~~such~~and ~~opinion~~track ~~includes~~record ~~material information regarding the valuation~~ of amaking ~~target~~investments ~~business~~in or the ~~consideration~~life tosciences besector ~~provided,~~makes itus isa ~~not anticipated~~preferred ~~that~~partner ~~copies~~for ofpotential ~~such opinion would be distributed to our shareholders~~targets. ~~However,~~We ifbelieve ~~required~~this ~~under~~work ~~applicable~~positions ~~law,~~us ~~any proxy statement that we deliver~~ to ~~shareholders~~identify and ~~file~~prioritize ~~with~~ the ~~U.S.~~most ~~Securities~~attractive assets and ~~Exchange~~companies ~~Commission (the “SEC”)~~ in ~~connection with~~ a ~~proposed~~given ~~transaction will include such opinion~~market.

We• ~~anticipate~~Disciplined ~~structuring~~asset ~~our~~evaluation ~~initial~~and ~~business combination~~selection soprocess. ~~that~~We ~~the~~believe ~~post-business~~that ~~combination company in which~~ our ~~public~~management ~~shareholders~~team ~~own~~is ~~shares~~well-equipped ~~will~~to ~~own~~perform ora ~~acquire~~rigorous ~~100%~~assessment of the ~~equity~~strategic ~~interests~~positioning orand ~~assets~~value creation potential of ~~the~~prospective target ~~business or~~ businesses. We ~~may,~~focus ~~however,~~on ~~structure~~conducting ~~our~~robust ~~initial~~diligence ~~business combination~~and ~~such~~analysis ~~that~~around ~~the~~four ~~post-business~~key ~~combination~~parameters ~~company~~tied ~~owns~~to ~~or acquires less than 100% of such interests or assets of~~ the ~~target~~value ~~business~~inflection inpoints ~~order to meet certain objectives~~ of ~~the~~prospective target ~~management team or shareholders or for other reasons~~businesses, ~~but~~ wewhich will ~~only~~ultimately ~~complete~~form ~~such business combination if~~ the ~~post-business~~basis ~~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~~an toacquisition bedecision ~~required~~that toincorporates ~~register as~~ an ~~investment~~appreciation ~~company~~and ~~under~~understanding ~~the Investment Company Act~~ of ~~1940, as amended (~~the ~~“Investment Company Act”). Even if the post~~risk-~~business~~return ~~combination~~aspects ~~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~~particular ~~interest in the post-business combination~~ company~~, depending on valuations ascribed to the target and us in the business combination transaction~~. ~~For~~Specifically ~~example,~~ we ~~could~~focus ~~pursue~~on aidentifying ~~transaction~~(1) inwhere ~~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.~~company’s Ingrowth ~~this case, we would acquire a 100% controlling interest in~~ the ~~target.~~key ~~However,~~inflection aspoints aexist; ~~result~~(2) offor ~~the issuance of~~ a ~~substantial~~given ~~number of new shares~~inflection, ~~our shareholders immediately prior to~~ the ~~completion~~capital ofrequired ~~our initial business combination could own less than a majority of our issued and outstanding shares subsequent~~ to ~~our~~drive ~~initial~~that ~~business~~inflection; ~~combination.~~(3) ~~If less than 100% of~~ the ~~equity~~likelihood ~~interests~~that ~~or assets of a target business or businesses are owned or acquired by~~ the ~~post-business combination~~ company, ~~the~~successfully ~~portion~~achieves ~~of such business or businesses~~ that isinflection; ~~owned~~and or(4) ~~acquired is what will be valued for purposes of~~ the ~~80%~~magnitude of ~~net~~value ~~assets~~creation ~~test.~~if If the ~~business~~inflection ~~combination~~is ~~involves~~achieved ~~more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses~~ and ~~we will treat~~ the ~~target~~risk ~~businesses~~mitigating ~~together~~protections asif the ~~initial~~inflection ~~business~~is ~~combination~~not ~~for~~achieved. ~~purposes~~We ofintegrate aour ~~tender~~diligence ~~offer~~around orthese ~~for~~four ~~seeking~~key ~~shareholder~~issues ~~approval, as applicable. In addition, we have agreed not~~ to ~~enter~~drive ~~into~~our aultimate ~~definitive agreement~~acquisition ~~regarding an initial business combination without the prior consent of our sponsor~~decisions.

In• ~~addition,~~Collaborative ~~our~~and ~~sponsor~~active ~~has~~support ~~indicated~~of ~~an interest~~companies. toWe ~~purchase~~utilize ~~up to~~ an ~~aggregate~~approach ofmodeled ~~$25,000,000~~on ofBain ~~our~~Capital ~~ordinary~~Life ~~shares~~Sciences’ indemonstrated amethods ~~private placement that would occur concurrently with the consummation~~ of ~~our~~value ~~initial business combination~~creation. ~~However,~~Through ~~because~~collaborative ~~indications~~and ofactive ~~interest~~engagement ~~are~~with ~~not~~management ~~binding agreements~~and orother ~~commitments to purchase~~investors, ~~our~~Bain ~~sponsor~~Capital ~~may~~Life ~~determine~~Sciences ~~not~~strives to ~~purchase~~help ~~any~~guide ~~such~~companies ~~shares,~~on ortheir tojourney ~~purchase~~through ~~more~~key orinflection ~~fewer~~points ~~shares~~in ~~than~~their itdevelopment, ~~has~~specifically ~~indicated~~by anproviding ~~interest~~support inand ~~purchasing. Furthermore~~guidance, weboth ~~are~~directly ~~not~~and ~~under~~through ~~any~~relationships, ~~obligation~~on tocritical ~~sell~~strategic ~~any~~areas ~~such shares.~~including Ifclinical wetrial ~~sell~~design, ~~shares~~regulatory toapproaches ~~our~~and ~~sponsor~~interactions, ~~(or~~strategies ~~any~~around ~~other~~manufacturing ~~investor)~~scaling, incommercialization ~~connection~~and ~~with~~sales ~~our initial business combination~~strategies, ~~the~~and ~~equity~~potential ~~interest~~strategic ofpartnerships. ~~investors~~We inbelieve our ~~initial~~potential ~~public~~contributions ~~offering~~to intarget ~~the~~businesses ~~combined~~will ~~company~~both ~~may~~enhance bevalue ~~diluted~~ and ~~the~~make ~~market~~us ~~prices~~an attractive partner for ~~our~~ ~~securities~~management ~~may~~teams beand ~~adversely~~existing ~~affected~~investors. In ~~addition~~particular, ifwe believe the ~~per~~value ~~share trading price~~ of our ~~ordinary~~team’s ~~shares~~broad isand ~~greater~~deep ~~than~~experience, ~~the~~including ~~price~~operational, ~~per share paid in the private placement~~transactional, ~~the~~capital ~~private~~markets ~~placement~~and ~~will~~investment ~~result in value dilution to you~~backgrounds, ~~in addition to the immediate dilution that you~~ will ~~experience~~make inus ~~connection~~a ~~with~~differentiated ~~the consummation of our initial public offering~~partner.

~~Other~~Any ~~Considerations~~evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors, and criteria that our management may deem relevant.

WeInitial ~~are~~Business ~~not~~Combination prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Bain Capital Life Sciences or our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Bain Capital Life Sciences, our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm 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.

5Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of

~~Table~~4 ~~of Contents~~

~~Affiliates~~Table of Bain Capital Life Sciences and members of our board of directors will directly or indirectly own founder shares and private placement shares following our initial public offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. Contents

~~Bain~~deferred ~~Capital Life~~underwriting ~~Sciences~~discounts ~~may~~held ~~manage~~in ~~multiple~~trust ~~investment~~and ~~vehicles~~taxes ~~and~~payable ~~raise~~on ~~additional~~the ~~funds~~income ~~and/or~~earned ~~successor~~on ~~funds~~the intrust account) at the ~~future,~~time ~~which~~of ~~may~~the beagreement ~~during~~to enter into the ~~period~~initial inbusiness ~~which~~combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are ~~seeking~~considering ~~our~~an initial business combination. ~~These~~with ~~Bain~~an ~~Capital~~affiliated ~~Life~~entity, ~~Sciences~~ we will obtain an opinion from an independent investment ~~entities~~banking ~~may~~firm beor ~~seeking~~another ~~acquisition~~independent ~~opportunities~~entity ~~and~~that ~~related~~commonly ~~financing~~renders atvaluation ~~any~~opinions ~~time~~with respect to the satisfaction of such criteria. WeOur shareholders may ~~compete~~not ~~with~~be ~~any~~provided ~~one~~with ora ~~more~~copy of ~~them~~such onopinion ~~any~~nor ~~given~~will ~~acquisition~~they ~~opportunity~~be able to rely on such opinion. WeWhile we consider it unlikely that our board will not ~~consider~~be able to make an independent determination of the fair market value of a target business ~~combination~~or businesses, it may be unable to do so if the board is less familiar or experienced with ~~any~~the target company’s ~~that~~business, ~~has already~~there ~~been~~is ~~identified~~a tosignificant ~~Bain~~amount ~~Capital~~of ~~Life~~uncertainty ~~Sciences~~ as ato ~~suitable~~the ~~acquisition~~value ~~candidate~~of ~~for~~the itcompany’s assets or prospects, ~~unless~~including ~~Bain~~if ~~Capital~~such ~~Life~~company ~~Sciences~~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 ~~its~~conducting ~~sole~~such ~~discretion~~analysis. Since any opinion, ~~declines~~if ~~such~~obtained, ~~potential~~would merely state that the fair market value of the target business ~~combination~~meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or ~~makes~~the ~~available~~consideration to ~~our~~be ~~company~~provided, ait ~~co-investment~~is ~~opportunity~~not inanticipated ~~accordance~~that ~~with~~copies ~~Bain~~of ~~Capital~~such ~~Life~~opinion ~~Sciences’~~would be distributed to our shareholders. However, if required under applicable ~~existing~~law, any proxy statement that we deliver to shareholders and ~~future~~file ~~policies~~with the U.S. Securities and ~~procedures~~Exchange Commission (the “SEC”) in connection with a proposed transaction will include such opinion.

~~Our~~We ~~sponsor~~anticipate ~~and~~structuring our ~~officers~~initial ~~and~~business ~~directors~~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, ~~sponsor~~however, structure our initial business combination such that the post-business combination company owns or ~~form~~acquires ~~other~~less ~~special~~than ~~purpose~~100% ~~acquisition~~of ~~companies~~such ~~similar~~interests or assets of the target business in order to ~~ours~~meet certain objectives of the target management team or ~~may~~shareholders ~~pursue~~or for other reasons, but we will only complete such business combination if the post-business combination company owns or ~~investment~~acquires ~~ventures~~50% ~~during~~or more of the ~~period~~outstanding voting securities of the target or otherwise acquires a controlling interest in ~~which~~the wetarget ~~are~~sufficient ~~seeking~~for it not to be required to register as an ~~initial~~investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-business combination. ~~Any~~company ~~such~~owns ~~companies,~~or ~~businesses~~acquires 50% or ~~investments~~more ~~may~~of ~~present~~the ~~additional~~voting ~~conflicts~~securities of the target, our shareholders prior to the business combination may collectively own a minority interest in ~~pursuing~~the anpost-business ~~initial~~combination company, depending on valuations ascribed to the target and us in the business combination transaction. ~~However~~ For example, we docould ~~not~~pursue ~~believe~~a ~~that~~transaction ~~any~~in ~~such~~which ~~potential~~we ~~conflicts~~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 ~~materially~~acquire ~~affect~~a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our ~~ability~~shareholders immediately prior to ~~complete~~the completion of our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a 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 and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

In addition, ~~certain of~~ our ~~founders,~~sponsor ~~officers~~has ~~and~~indicated ~~directors~~an ~~presently~~interest ~~have,~~to ~~and~~purchase ~~any~~up ~~of them in the future may have additional, fiduciary and contractual duties~~ to ~~other~~an ~~entities,~~aggregate ~~including~~of ~~without limitation~~$25, ~~any future special purpose acquisition companies we expect they may be involved in and~~000,000 ~~investment funds, accounts, co-investment vehicles and other entities managed by affiliates~~ of ~~Bain~~our ~~Capital~~ordinary ~~Life~~shares ~~Sciences and certain companies~~ in ~~which~~a ~~Bain~~private ~~Capital~~placement ~~Life~~that ~~Sciences~~would oroccur ~~such~~concurrently ~~entities~~with ~~have~~the ~~invested.~~consummation ~~As a result, if any~~ of our ~~founders,~~initial ~~officers or directors becomes aware of a~~ business combination. ~~opportunity~~However, ~~which~~because isindications ~~suitable~~of ~~for~~interest anare ~~entity~~not tobinding ~~which~~agreements ~~he, she~~ or itcommitments ~~has~~to ~~then-current fiduciary or contractual obligations (including~~purchase, ~~without~~our ~~limitation, any~~sponsor ~~future special purpose acquisition companies we expect they~~ may bedetermine ~~involved~~not into ~~and~~purchase any ~~Bain~~such ~~Capital Life Sciences funds or other investment vehicles)~~shares, ~~then, subject to their fiduciary duties under Cayman Islands law, he~~ or ~~she will need~~ to ~~honor such~~purchase ~~fiduciary~~more or ~~contractual~~fewer ~~obligations~~shares tothan ~~present~~it ~~such~~has ~~business~~indicated ~~combination~~an ~~opportunity~~interest toin ~~such~~purchasing. ~~entity~~Furthermore, ~~before~~ we ~~can~~are ~~pursue~~not ~~such~~under ~~opportunity.~~any Ifobligation ~~these funds or investment entities decide~~ to ~~pursue~~sell any such ~~opportunity, we may be precluded from pursuing the same~~shares. InIf ~~addition,~~we ~~investment~~sell ~~ideas~~shares ~~generated within or presented~~ to ~~Bain Capital Life Sciences or~~ our ~~founders~~sponsor ~~may be suitable for both us and a current~~ (or ~~future~~any ~~Bain Capital Life Sciences fund, portfolio company or~~ other ~~investment entity~~investor) ~~and,~~in ~~subject~~connection towith ~~applicable~~our ~~fiduciary~~initial ~~duties,~~business ~~will first be directed to such fund~~combination, ~~portfolio~~the ~~company~~equity orinterest ~~other entity before being directed, if at all, to us. None~~ of ~~Bain~~investors ~~Capital~~in ~~Life Sciences,~~ our ~~founders~~initial orpublic ~~any~~offering ~~members~~in ofthe ~~our~~combined ~~board~~company ~~of directors~~may ~~who~~be ~~are~~diluted ~~also~~and ~~employed~~the bymarket ~~Bain~~prices ~~Capital Life Sciences or its affiliates have any obligation to present us with any opportunity~~ for aour ~~potential~~securities ~~business~~may ~~combination~~be ofadversely ~~which~~affected. ~~they~~In ~~become~~addition, ~~aware~~if ~~solely~~the inper ~~their~~share ~~capacities~~trading asprice ~~officers or executives~~ of ~~Bain~~our ~~Capital~~ordinary ~~Life Sciences.~~

~~However,~~5 ~~we do not expect these duties to materially affect our ability to complete our initial business combination.~~

InTable ~~addition, our founders, officers and directors, are not required to commit any specified amount~~ of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In particular, certain of our officers and directors may serve as an officer and/or director of other future special purpose acquisition companies. Moreover, our founders, officers and directors have, and will have in the future, time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by Bain Capital Life Sciences. 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 Bain Contents

6shares is greater than the price per share paid in the private placement, the private placement will result in value dilution to you.

~~Table~~Other ofConsiderations ~~Contents~~

~~Capital~~We ~~Life~~are ~~Sciences~~not ~~(including,~~prohibited ~~without~~from ~~limitation,~~pursuing ~~arising~~an asinitial business combination or subsequent transaction with a ~~result~~company ofthat ~~certain~~is ofaffiliated with Bain Capital Life Sciences or our sponsor, founders, officers ~~and~~or directors. ~~being~~In ~~required~~the event we seek to ~~offer~~complete ~~acquisition~~our ~~opportunities~~initial tobusiness ~~such~~combination ~~investment funds,~~with ~~accounts, co-investment vehicles~~a ~~and~~company ~~other~~that ~~entities),~~is affiliated with Bain Capital Life Sciences, ~~and~~our ~~its~~sponsor ~~affiliates~~or ~~will~~any ~~resolve~~of ~~such~~our ~~conflicts~~founders, officers or directors, we, or a committee of ~~interest~~independent indirectors, ~~their~~will ~~sole~~obtain ~~discretion~~an inopinion ~~accordance~~from ~~with~~an ~~their then~~independent ~~existing~~investment ~~fiduciary,~~banking ~~contractual~~firm ~~and~~or ~~other~~another ~~duties~~independent ~~and~~entity ~~there~~that ~~can~~commonly berenders novaluation ~~assurance~~opinions that such ~~conflict~~initial business combination is fair to our company from a financial point of ~~interest~~view. ~~will~~We beare ~~resolved~~not required to obtain such an opinion in ~~our~~any ~~favor~~other context.

~~Unlike~~Affiliates ~~other~~of ~~SPAC~~Bain ~~IPOs~~Capital Life Sciences and members of our board of directors directly or indirectly own founder shares and private placement shares and, ~~investors~~accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial ~~public~~business ~~offering~~combination. ~~will~~Further, ~~not~~each ~~receive~~of ~~warrants~~our ~~that~~officers ~~would~~and ~~become~~directors ~~exercisable~~may ~~following~~have ~~completion~~ a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination.

Bain Capital Life Sciences may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These Bain Capital Life Sciences investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. We will not consider a business combination with any company that has already been identified to Bain Capital Life Sciences as a suitable acquisition candidate for it, unless Bain Capital Life Sciences, in its sole discretion, declines such potential business combination or makes available to our company a

~~Status as a Public Company~~ co-investment

opportunity in accordance with Bain Capital Life Sciences’ applicable existing and future policies and procedures.

WeOur ~~believe~~sponsor and our ~~structure~~officers ~~makes~~and usdirectors anmay ~~attractive~~sponsor ~~business~~or ~~combination~~form ~~partner~~other tospecial ~~target~~purpose ~~businesses.~~acquisition Ascompanies ansimilar ~~existing~~to ~~public~~ours ~~company,~~or wemay ~~offer~~pursue ~~a target~~other business anor ~~alternative~~investment toventures during the ~~traditional~~period ~~initial~~in ~~public~~which ~~offering~~we ~~through~~are aseeking ~~merger~~an orinitial ~~other~~ business combination ~~with us~~. InAny asuch ~~business combination transaction with us~~companies, ~~the~~businesses ~~owners~~or ofinvestments ~~the target business~~ may, ~~for~~present ~~example,~~additional ~~exchange~~conflicts ~~their shares~~ of ~~stock,~~interest ~~shares or other equity interests~~ in ~~the~~pursuing ~~target~~an initial 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~~However, ~~allowing~~we usdo tonot ~~tailor the consideration to the specific needs of the sellers. We~~ believe ~~target~~that ~~businesses~~any ~~will~~such ~~find~~potential ~~this~~conflicts ~~method~~would amaterially ~~more~~affect ~~expeditious~~our ~~and~~ability ~~cost effective method~~ to ~~becoming~~complete aour ~~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.

In addition, certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, any future special purpose acquisition companies we expect they may be involved in and, investment funds, accounts,

Furthermore, 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. co-investment

vehicles and other entities managed by affiliates of Bain Capital Life Sciences and certain companies in which Bain Capital Life Sciences or such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any future special purpose acquisition companies we expect they may be involved in and any Bain Capital Life Sciences funds or other investment vehicles), then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to Bain Capital Life Sciences or our founders may be suitable for both us and a current or future Bain Capital Life Sciences fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of Bain Capital Life Sciences, our founders or any members of our board of directors who are

~~While~~6 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 an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.

WeTable ~~are an “emerging growth company,” as defined in Section 2(a)~~ of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. Contents

~~In addition, Section 107 of the JOBS Act~~ also ~~provides~~employed ~~that~~by anBain ~~“emerging~~Capital ~~growth~~Life ~~company”~~Sciences ~~can~~or ~~take~~its ~~advantage~~affiliates ofhave ~~the extended~~any ~~transition~~obligation ~~period~~to ~~provided~~present inus ~~Section 7(a)(2)(B)~~with ofany ~~the~~opportunity ~~Securities Act~~ for ~~complying~~a ~~with~~potential ~~new~~business orcombination ~~revised accounting standards. In other words, an “emerging growth company” can delay the adoption~~ of ~~certain~~which ~~accounting standards~~they ~~until~~become ~~those~~aware ~~standards~~solely ~~would~~in ~~otherwise~~their ~~apply~~capacities toas ~~private~~officers ~~companies.~~or Weexecutives ~~intend to take advantage~~ of ~~the~~Bain ~~benefits~~Capital ofLife ~~this extended transition period~~Sciences.

WeHowever, ~~will~~we ~~remain~~do annot ~~emerging~~expect ~~growth~~these ~~company~~duties ~~until~~to ~~the~~materially ~~earlier~~affect ofour ~~(1) the~~ability ~~last~~to ~~day~~complete ~~of the fiscal year (a) following the fifth anniversary of the completion of~~ our initial ~~public~~business ~~offering,~~combination. ~~(b) in which we have total annual~~

In addition, our founders, officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In particular, certain of our officers and directors may serve as an officer and/or director of other future special purpose acquisition companies. Moreover, our founders, officers and directors have, and will have in the future, time and attention requirements for current and future investment funds, accounts,

7 co-investment

vehicles and other entities managed by Bain Capital Life Sciences. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts,

~~Table of Contents~~co-investment

vehicles and other entities managed by Bain Capital Life Sciences (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to such investment funds, accounts,

~~gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non~~co-~~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.~~ investment

vehicles and other entities), Bain Capital Life Sciences and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor.

~~Additionally,~~Unlike weother ~~are~~SPAC ainitial ~~“smaller~~public ~~reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations~~offerings, ~~including,~~investors ~~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~~initial ~~shares~~public ~~held~~offering bydid ~~non-affiliates~~not ~~equals~~receive orwarrants ~~exceeds~~that ~~$250 million~~would asbecome ofexercisable ~~the~~following ~~prior June 30,~~completion ~~or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value~~ of our ~~ordinary~~initial ~~shares~~business ~~held by non-affiliates equals or exceeds $700 million as of the prior June 30~~combination.

~~Financial~~Status ~~Position~~as a Public Company

AsWe ofbelieve ~~December 31,~~our ~~2020,~~structure wemakes ~~had~~us ~~approximately~~an ~~$139,688,454~~attractive ~~available~~business combination partner to ~~consummate~~target businesses. As an ~~initial~~existing ~~business~~public ~~combination~~company, ~~after~~we ~~payment~~offer ofa ~~the estimated~~target ~~expenses~~business ofan ~~our~~alternative to the traditional initial public offering ~~and~~through ~~$5,031,250~~a ofmerger ~~deferred~~or ~~underwriting~~other ~~fees.~~business ~~With~~combination ~~these~~with ~~funds~~us. ~~available~~In ~~for~~ a business combination transaction with us, wethe ~~offer~~owners aof the target business amay, ~~variety~~for ofexample, ~~options~~exchange ~~such~~their asshares ~~creating~~of astock, ~~liquidity~~shares ~~event~~or ~~for~~other ~~its~~equity ~~owners, providing~~interests ~~capital~~in the target business for ~~the~~our ~~potential~~Class A ~~growth~~ordinary ~~and~~shares ~~expansion~~(or shares of ~~its~~a ~~operations~~new holding company) or ~~strengthening~~for ~~its~~a ~~balance~~combination ~~sheet~~of byour ~~reducing~~Class A ~~its~~ordinary ~~debt~~shares ~~ratio.~~and ~~Because~~cash, weallowing ~~are~~us ~~able~~to tailor the consideration to ~~complete~~the ~~our~~specific ~~initial~~needs ~~business~~of ~~combination~~the ~~using~~sellers. ~~our~~We ~~cash,~~believe ~~debt~~target orbusinesses ~~equity~~will ~~securities,~~find ~~or a~~this ~~combination~~method ofa ~~the~~more ~~foregoing,~~expeditious weand ~~have~~cost ~~the~~effective ~~flexibility~~method to ~~use~~becoming a public company than the ~~most~~typical ~~efficient~~initial ~~combination~~public ~~that~~offering. ~~will~~The ~~allow~~typical usinitial topublic ~~tailor~~offering ~~the~~process ~~consideration~~takes toa besignificantly ~~paid~~longer toperiod of time than the ~~target~~typical business tocombination ~~fit~~transaction ~~its~~process, ~~needs~~ and ~~desires.~~there ~~However,~~are wesignificant ~~have~~expenses ~~not~~in ~~taken~~the ~~any~~initial ~~steps~~public ~~to secure~~offering ~~third~~process, ~~party~~including ~~financing~~underwriting discounts and ~~there~~commissions, ~~can~~that may not be nopresent ~~assurance~~to itthe ~~will~~same beextent ~~available~~in toconnection with a business combination with us.

~~Effectuating~~Furthermore, ~~Our~~once ~~Initial~~a ~~Business~~proposed ~~Combination~~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.

~~General~~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 an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.

We7 are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our initial public offering. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering, the sale of the private placements shares, our equity, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

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

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or 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

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise. 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.

~~Although~~In ~~our~~addition, ~~management~~Section 107 ~~will~~of ~~assess~~ the ~~risks~~JOBS ~~inherent~~Act inalso aprovides ~~particular~~that ~~target~~an ~~business~~“emerging ~~with~~growth ~~which~~company” wecan ~~may~~take ~~combine,~~advantage weof ~~cannot~~the ~~assure~~extended ~~you~~transition ~~that this~~period ~~assessment~~provided ~~will~~in ~~result~~Section 7(a)(2)(B) inof ~~our~~the ~~identifying~~Securities ~~all~~Act ~~risks~~for ~~that~~complying awith ~~target~~new ~~business~~or ~~may~~revised ~~encounter~~accounting standards. ~~Furthermore~~In other words, ~~some~~an of“emerging ~~those~~growth ~~risks~~company” ~~may~~can bedelay ~~outside~~the adoption of ~~our~~certain ~~control,~~accounting ~~meaning~~standards ~~that~~until wethose ~~can~~standards dowould ~~nothing~~otherwise apply to ~~control~~private orcompanies. ~~reduce~~We ~~the~~intend ~~chances~~to ~~that~~take ~~those~~advantage ~~risks~~of ~~will adversely~~the ~~affect~~benefits aof ~~target~~this ~~business~~extended transition period.

8 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

~~Table of Contents~~non-convertible

debt during the prior three-year period.

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

~~Sources of Target Businesses~~ 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

Our process of identifying acquisition targets will leverage Bain Capital’s and our management team’s unique industry experiences, proven deal sourcing capabilities and broad and deep network of relationships in numerous industries, including executives and management teams, private equity groups and other institutional investors, large business enterprises, lenders, investment bankers and other investment market participants, restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. The collective experience, capability and network of Bain Capital, our founders, directors and officers, combined with their individual and collective reputations in the investment community, helps to create prospective business combination opportunities. non-affiliates

equals or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by

In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. 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 many of these sources will have read this Report and know what types of businesses we are targeting. Our officers and directors, as well as their non-affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

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

~~While~~Financial wePosition 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 a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). None of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated acquisition of such target by us. We have agreed to pay our sponsor a total of $10,000 per month for office space, secretarial and administrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial business combination.

WeAs ~~are~~of ~~not~~December 31, ~~prohibited~~2021, ~~from~~we ~~pursuing~~had approximately $139,368,833 available to consummate an initial business combination orafter ~~subsequent~~payment ~~transaction~~of ~~with~~$5,031,250 aof ~~company~~deferred ~~that~~underwriting isfees. ~~affiliated~~With ~~with~~these ~~Bain Capital~~funds ~~Life~~available ~~Sciences~~for ora ~~our~~business ~~sponsor~~combination, ~~founders,~~we ~~officers~~offer ora ~~directors.~~target Inbusiness ~~the~~a variety of options such as creating a liquidity event wefor ~~seek~~its toowners, ~~complete~~providing ~~our~~capital ~~initial~~for ~~business~~the ~~combination~~potential ~~with~~growth aand ~~company~~expansion ~~that~~of isits ~~affiliated~~operations ~~with~~or ~~Bain~~strengthening ~~Capital~~its ~~Life~~balance ~~Sciences,~~sheet by reducing its debt ratio. Because we are able to complete our ~~sponsor~~initial orbusiness ~~any~~combination ofusing our ~~founders~~cash, ~~officers~~ debt or ~~directors,~~equity wesecurities, or a ~~committee~~combination of ~~independent~~the ~~directors~~foregoing, ~~will~~we ~~obtain~~have anthe ~~opinion~~flexibility ~~from~~to anuse ~~independent~~the ~~investment~~most ~~banking~~efficient ~~firm~~combination orthat ~~another~~will ~~independent~~allow ~~entity~~us ~~that~~to ~~commonly~~tailor ~~renders~~the ~~valuation~~consideration ~~opinions~~to ~~that~~be ~~such~~paid ~~initial~~to the target business ~~combination~~to ~~or transaction~~fit isits ~~fair~~needs toand ~~our~~desires. ~~company~~However, ~~from~~we ahave ~~financial~~not ~~point~~taken ofany ~~view.~~steps Weto ~~are~~secure ~~not~~third ~~required~~party tofinancing ~~obtain~~and ~~such~~there ancan ~~opinion~~be inno ~~any~~assurance ~~other~~it ~~context~~will be available to us.

~~Each~~Effectuating ofOur ~~our~~Initial ~~officers~~Business ~~and~~Combination directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including any future special purpose acquisition companies we expect they may be involved in and entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.

9General

~~Table~~We are not presently engaged in, and we will not engage in, any operations for an indefinite period of ~~Contents~~time. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering, the sale of the private placements shares, our equity, debt or a combination of these as the consideration

~~Evaluation~~8 ~~of a Target Business and Structuring of Our Initial Business Combination~~

InTable evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction. Contents

~~The time required~~ to ~~identify~~be ~~and~~paid ~~evaluate~~in ~~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~~We ~~costs~~may ~~incurred~~seek ~~with respect~~ to ~~the~~complete ~~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~~with a company ~~will not pay any consulting fees to members of our management team,~~ or ~~any~~business ~~of their~~that ~~respective~~may ~~affiliates,~~be ~~for~~financially ~~services~~unstable ~~rendered to~~ or in ~~connection~~its ~~with~~early ~~our~~stages ~~initial~~of ~~business~~development ~~combination.~~or ~~In addition~~growth, wewhich ~~have~~would ~~agreed~~subject ~~not~~us to ~~enter~~the ~~into~~numerous arisks ~~definitive~~inherent ~~agreement~~in ~~regarding~~such ancompanies ~~initial~~and ~~business combination without the prior consent of our sponsor~~businesses.

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

~~For~~We anmay ~~indefinite~~need ~~period~~to ofobtain ~~time~~additional ~~after~~financing ~~the~~to ~~completion~~complete of our initial business combination, either because the ~~prospects~~transaction ~~for~~requires ~~our~~more ~~success~~cash ~~may~~than ~~depend~~is ~~entirely~~available on from the ~~future~~proceeds ~~performance~~held ofin our trust account, or because we become obligated to redeem a ~~single~~significant ~~business.~~number ~~Unlike~~of ~~other~~our ~~entities~~public ~~that~~shares ~~have~~upon completion of the ~~resources~~business tocombination, ~~complete~~in ~~business~~which ~~combinations~~case ~~with~~we ~~multiple~~may ~~entities~~issue inadditional ~~one~~securities or ~~several~~incur ~~industries,~~debt itin isconnection ~~probable~~with ~~that~~such webusiness ~~will~~combination. ~~not~~There ~~have~~are ~~the~~no ~~resources~~prohibitions toon ~~diversify~~ our ~~operations~~ ~~and~~ability ~~mitigate~~to ~~the~~issue ~~risks~~securities ofor ~~being~~incur debt in aconnection ~~single~~with ~~line~~our ofinitial business combination. ByWe ~~completing~~are ~~our~~not ~~initial~~currently ~~business~~a ~~combination~~party to any arrangement or understanding with ~~only~~any athird ~~single~~party ~~entity~~with respect to raising any additional funds through the sale of securities, ~~our~~the ~~lack~~incurrence of ~~diversification~~debt ~~may:~~or otherwise.

•Although ~~subject~~our usmanagement towill ~~negative~~assess ~~economic,~~the ~~competitive~~risks ~~and~~inherent ~~regulatory~~in ~~developments~~a particular target business with which we may combine, ~~any~~we orcannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of ~~which~~those risks may ~~have~~be aoutside ~~substantial~~of ~~adverse~~our ~~impact~~control, onmeaning that we can do nothing to control or reduce the ~~particular~~chances ~~industry~~that inthose ~~which~~risks wewill ~~operate~~adversely ~~after~~affect ~~our~~a ~~initial~~target business. ~~combination; and~~

•Sources ~~cause us to depend on the marketing and sale~~ of aTarget ~~single~~Businesses ~~product or limited number of products or services.~~

~~Limited~~Our ~~Ability~~process toof ~~Evaluate~~identifying ~~the~~acquisition ~~Target~~targets leverages Bain Capital’s ~~Management~~and ~~Team~~our management team’s unique industry experiences, proven deal sourcing capabilities and broad and deep network of relationships in numerous industries, including executives and management teams, private equity groups and other institutional investors, large business enterprises, lenders, investment bankers and other investment market participants, restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. The collective experience, capability and network of Bain Capital, our founders, directors and officers, combined with their individual and collective reputations in the investment community, helps to create prospective business combination opportunities.

~~Although~~In addition, we ~~intend~~anticipate tothat ~~closely scrutinize the management of a prospective~~ target business ~~when~~candidates ~~evaluating~~may ~~the~~be ~~desirability~~brought ofto ~~effecting~~ our ~~initial~~ ~~business~~attention ~~combination~~from ~~with~~various ~~that~~unaffiliated ~~business~~sources, ~~our~~including ~~assessment~~investment ofbankers ~~the~~and ~~target~~private ~~business’s~~investment ~~management~~funds. ~~may~~Target ~~not~~businesses ~~prove~~may to be ~~correct.~~brought Into ~~addition,~~our ~~the~~attention ~~future~~by ~~management~~such ~~may~~unaffiliated ~~not~~sources ~~have~~as ~~the~~a ~~necessary~~result ~~skills,~~of ~~qualifications~~being orsolicited ~~abilities~~by tous ~~manage~~through ~~a public~~calls ~~company~~or mailings. ~~Furthermore,~~These ~~the~~sources ~~future~~may ~~role~~also ofintroduce ~~members~~us ofto ~~our~~target ~~management~~businesses ~~team, if any,~~ in ~~the~~which ~~target~~they ~~business~~think ~~cannot~~we ~~presently~~may be ~~stated~~interested ~~with~~on ~~any~~an ~~certainty.~~unsolicited ~~The~~basis, ~~determination~~since asmany ~~to whether any~~ of ~~the~~these ~~members~~sources ~~of our management team~~ will ~~remain~~have ~~with the~~read ~~combined~~this ~~company~~Report ~~will~~and beknow ~~made~~what attypes ~~the time~~ of ~~our~~businesses ~~initial~~we ~~business~~are ~~combination~~targeting. ~~While~~Our itofficers isand ~~possible that one or more of our~~ directors, ~~will~~as ~~remain~~well ~~associated~~as intheir ~~some~~affiliates, ~~capacity~~may ~~with~~also usbring ~~following~~to our ~~initial~~attention target business ~~combination,~~candidates itof iswhich ~~unlikely~~they ~~that any~~become ofaware ~~them~~through ~~will devote~~ their ~~full efforts to our affairs subsequent to our initial~~ business ~~combination.~~contacts ~~Moreover,~~as wea ~~cannot~~result ~~assure~~of ~~you~~formal ~~that~~or ~~members~~informal ofinquiries ~~our~~or ~~management~~discussions ~~team~~they ~~will~~may have, ~~significant~~as ~~experience~~well oras ~~knowledge~~attending ~~relating~~trade toshows ~~the~~or ~~operations of the particular target business~~conventions.

WeWhile ~~cannot~~we ~~assure~~have ~~you~~not ~~that~~engaged ~~any~~the services of ~~our~~professional ~~key~~firms ~~personnel~~or ~~will~~other ~~remain~~individuals that specialize in ~~senior~~business ~~management~~acquisitions on any formal basis, we may engage these firms or ~~advisory~~other ~~positions with~~individuals in the ~~combined~~future, ~~company.~~in ~~The~~which ~~determination~~event aswe may pay a finder’s fee, consulting fee or other compensation to ~~whether~~be ~~any~~determined ofin ~~our~~an ~~key~~arm’s ~~personnel~~length ~~will~~negotiation ~~remain~~based ~~with~~on the ~~combined~~terms ~~company~~of the transaction. We will beengage ~~made~~a atfinder only to the ~~time~~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 ~~initial~~management ~~business~~determines ~~combination~~is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee

~~Following~~9 a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

10Table of Contents

will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). None of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated acquisition of such target by us. We have agreed to pay our sponsor a total of $10,000 per month for office space, secretarial and administrative support and to reimburse our sponsor for any

~~Table~~ out-of ~~Contents~~-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.

~~Shareholders~~We ~~May~~are ~~Not~~not ~~Have~~prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Bain Capital Life Sciences or our sponsor, founders, officers or directors. In the ~~Ability~~event we seek to ~~Approve~~complete ~~Our~~our ~~Initial~~initial ~~Business~~business ~~Combination~~combination with a company that is affiliated with Bain Capital Life Sciences, our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

WeEach ~~may~~of ~~conduct~~our ~~redemptions~~officers ~~without~~and adirectors ~~shareholder~~presently ~~vote~~has, ~~pursuant~~and toany of them in the ~~tender~~future ~~offer~~may ~~rules~~have ofadditional, ~~the~~fiduciary ~~SEC~~or ~~subject~~contractual obligations to ~~the~~other ~~provisions~~entities, ofincluding ~~our~~any ~~amended and~~future ~~restated~~special ~~memorandum~~purpose acquisition companies we expect they may be involved in and ~~articles~~entities that are affiliates of ~~association.~~our ~~However~~sponsor, wepursuant to which such officer or director is or will ~~seek~~be ~~shareholder~~required ~~approval~~to present a business combination opportunity to such entity. Accordingly, if itany of our officers or directors becomes aware of a business combination opportunity which is ~~required~~suitable byfor ~~applicable~~an ~~law~~entity to which he or ~~stock~~she ~~exchange~~has ~~rule~~then-current fiduciary or contractual obligations, he or weshe ~~may~~will ~~decide~~honor tohis ~~seek~~or ~~shareholder~~her ~~approval~~fiduciary ~~for~~or contractual obligations to present such business orcombination ~~other~~opportunity ~~reasons~~to such entity, subject to their fiduciary duties under Cayman Islands law.

~~Under~~Evaluation ~~Nasdaq’s~~of ~~listing~~a ~~rules,~~Target ~~shareholder~~Business ~~approval~~and ~~would~~Structuring beof ~~required~~Our ~~for~~Initial ~~our~~Business ~~initial~~Combination ~~business combination if, for example:~~

•In weevaluating ~~issue~~a ~~(other~~prospective ~~than~~target inbusiness, we conduct a ~~public~~thorough ~~offering~~due ~~for~~diligence ~~cash)~~review ~~ordinary~~which ~~shares~~may ~~that~~encompass, ~~will~~among ~~either~~other ~~(a)~~things, bemeetings ~~equal~~with toincumbent ormanagement inand ~~excess~~employees, ofdocument ~~20%~~reviews, interviews of ~~the~~customers ~~number~~and suppliers, inspection of ~~ordinary~~facilities, ~~shares~~as ~~then~~well ~~issued~~as ~~and~~a ~~outstanding~~review ~~(excluding~~of ~~the~~financial, ~~private~~operational, ~~placement~~legal ~~shares)~~and orother ~~(b)~~information ~~have~~made ~~voting~~available ~~power~~to ~~equal~~us. If we determine to ormove inforward ~~excess~~with ofa ~~20%~~particular oftarget, ~~the~~we ~~voting~~will ~~power~~proceed ~~then~~to ~~issued~~structure and ~~outstanding~~negotiate ~~(excluding~~the terms of the ~~private~~business ~~placement~~combination ~~shares);~~transaction.

•The ~~any~~time ofrequired to identify and evaluate a target business and to structure and complete our ~~directors~~initial business combination, ~~officers~~and orthe ~~substantial~~costs ~~shareholders~~associated ~~(as~~with ~~defined~~this byprocess, ~~Nasdaq~~are ~~rules)~~not ~~has~~currently aascertainable 5%with orany ~~greater~~degree ~~interest~~of ~~(or~~certainty. ~~such~~Any ~~persons~~costs ~~collectively~~incurred ~~have~~with arespect ~~10%~~to orthe ~~greater~~identification ~~interest)~~and evaluation of, ~~directly~~and ornegotiation ~~indirectly~~with, ina ~~the~~prospective target business orwith ~~assets~~which toour beinitial ~~acquired~~business orcombination ~~otherwise~~is not ultimately completed will result in our incurring losses and will reduce the ~~present~~funds orwe ~~potential~~can ~~issuance~~use ofto ~~ordinary~~complete ~~shares~~another ~~could~~business ~~result~~combination. inThe ancompany ~~increase~~will innot ~~outstanding~~pay ~~ordinary~~any ~~shares~~consulting orfees ~~voting~~to ~~power~~members of 5%our management team, or ~~more;~~any of their respective affiliates, for services rendered to or in connection with our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

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

~~The~~For ~~Companies~~an ~~Act~~indefinite ~~and~~period ~~Cayman~~of ~~Islands~~time ~~law~~after dothe ~~not~~completion ~~currently~~of ~~require~~our initial business combination, ~~and~~the weprospects ~~are~~for ~~not~~our ~~aware~~success may depend entirely on the future performance of ~~any~~a single business. Unlike other ~~applicable~~entities ~~law~~ that ~~will~~have ~~require,~~the ~~shareholder~~resources ~~approval~~to ofcomplete ~~our~~business ~~initial~~combinations ~~business~~with ~~combination.~~multiple entities in one or several industries, it is probable

~~The~~10 decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:

•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

•that we will not have the ~~expected~~resources ~~cost~~to diversify our operations and mitigate the risks of ~~holding~~being in a ~~shareholder~~single ~~vote;~~line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

• ~~the~~subject ~~risk~~us ~~that~~to ~~the~~negative ~~shareholders~~economic, ~~would~~competitive ~~fail~~and toregulatory ~~approve~~developments, any or all of which may have a substantial adverse impact on the ~~proposed~~particular industry in which we operate after our initial business combination; and

• ~~other~~cause ~~time~~us to depend on the marketing and ~~budget~~sale ~~constraints~~of a single product or limited number of ~~the~~products ~~company;~~or ~~and~~services.

•Limited ~~additional~~Ability ~~legal~~to ~~complexities~~Evaluate ofthe aTarget’s ~~proposed~~Management ~~business~~Team ~~combination that would be time-consuming and burdensome to present to shareholders.~~

~~Permitted~~Although ~~Purchases~~we ~~and~~closely ~~Other~~scrutinize ~~Transactions~~the management of any prospective target business when evaluating the desirability of effecting our initial business combination with ~~Respect~~that business, our assessment of the target business’s management may not prove to ~~Our~~be ~~Securities~~correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

IfWe wecannot ~~seek~~assure ~~shareholder~~you ~~approval~~that any of our ~~initial~~key ~~business~~personnel ~~combination~~will ~~and~~remain ~~we do not conduct redemptions~~ in ~~connection~~senior ~~with~~management ~~our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors~~ or ~~their~~advisory ~~affiliates~~positions ~~may~~with ~~purchase public shares in privately negotiated transactions or in~~ the ~~open~~combined ~~market either prior to or following the completion of our initial business combination~~company. ~~Additionally,~~The atdetermination ~~any~~as ~~time at or prior~~ to ~~our~~whether ~~initial~~any ~~business~~of ~~combination, subject to applicable securities laws (including with respect to material nonpublic information),~~ our ~~sponsor,~~key ~~directors, executive~~personnel ~~officers,~~will ~~advisors~~remain ~~or their affiliates may enter into transactions~~ with ~~investors~~the ~~and~~combined ~~others~~company towill ~~provide~~be ~~them~~made ~~with~~at ~~incentives~~the totime ~~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~~

11Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

~~Table~~Shareholders ofMay ~~Contents~~Not Have the Ability to Approve Our Initial Business Combination

~~any~~We ~~such~~may ~~transactions.~~conduct ~~None~~redemptions ofwithout ~~the~~a ~~funds~~shareholder invote ~~the~~pursuant ~~trust~~to ~~account~~the ~~will~~tender beoffer ~~used~~rules toof ~~purchase~~the ~~public~~SEC ~~shares~~subject into ~~such~~the ~~transactions.~~provisions Ifof ~~they~~our ~~engage~~amended inand ~~such~~restated ~~transactions,~~memorandum ~~they~~and ~~will~~articles beof ~~restricted~~association. ~~from~~However, ~~making any~~we ~~such~~will ~~purchases~~seek ~~when~~shareholder ~~they~~approval ~~are~~if init ~~possession~~is ofrequired ~~any~~by ~~material non-public information~~applicable ~~not~~law ~~disclosed~~or tostock ~~the~~exchange ~~seller~~rule, or ifwe ~~such~~may ~~purchases~~decide ~~are~~to ~~prohibited~~seek byshareholder ~~Regulation~~approval Mfor ~~under~~business ~~the~~or ~~Securities~~other ~~Exchange Act of 1934, as amended (the “Exchange Act”)~~reasons.

InUnder ~~the~~Nasdaq’s ~~event~~listing ~~that our sponsor~~rules, ~~directors,~~shareholder ~~officers,~~approval 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 tofor ~~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~~for ~~constitute~~example: a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.

~~The~~• ~~purpose~~we ofissue ~~any such transactions could be to~~ (~~i) vote~~other ~~such~~than ~~shares~~ in ~~favor~~ ofa ~~the~~public ~~business~~offering ~~combination~~for ~~and~~cash) ~~thereby~~ordinary ~~increase~~shares ~~the~~that ~~likelihood~~will ofeither ~~obtaining shareholder approval of the business combination or~~ (iia) to ~~satisfy~~be aequal ~~closing condition in an agreement with a target that requires us~~ to ~~have a minimum net worth~~ or ain ~~certain~~excess ~~amount~~ of ~~cash~~20% atof the ~~closing~~number of ~~our~~ordinary ~~initial~~shares ~~business~~then ~~combination,~~issued ~~where~~and itoutstanding ~~appears~~(excluding ~~that~~the ~~such~~private ~~requirement~~placement ~~would~~shares) ~~otherwise~~or ~~not~~(b) behave ~~met.~~voting ~~Any~~power ~~such~~equal ~~purchases~~to ofor ~~our~~in ~~securities~~excess ~~may~~of ~~result~~20% inof the ~~completion~~voting ofpower ~~our~~then ~~initial~~issued ~~business combination~~and ~~that~~outstanding ~~may~~(excluding ~~not~~the ~~otherwise~~private ~~have~~placement ~~been possible.~~ shares);

In• ~~addition~~any of our directors, ifofficers ~~such~~or ~~purchases~~substantial ~~are~~shareholders ~~made,~~(as ~~the~~defined ~~public~~by ~~“float”~~Nasdaq ofrules) ~~our Class A~~has ~~ordinary~~a ~~shares~~5% ~~may~~or begreater ~~reduced~~interest ~~and~~(or ~~the~~such ~~number~~persons ofcollectively ~~beneficial~~have ~~holders~~a of10% ~~our~~or ~~securities~~greater ~~may~~interest), bedirectly ~~reduced~~or indirectly, ~~which~~in ~~may~~the ~~make~~target itbusiness ~~difficult~~or assets to ~~maintain~~be acquired or ~~obtain~~otherwise and the ~~quotation,~~present ~~listing~~ or ~~trading~~potential issuance of ~~our~~ordinary ~~securities~~shares oncould aresult ~~national~~in ~~securities exchange.~~an increase in outstanding ordinary shares or voting power of 5% or more; or

~~Our~~11 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~~Table ~~sponsor, officers, directors and/or their affiliates will be restricted from making purchases~~ of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Contents

~~Redemption~~• ~~Rights~~the ~~for~~issuance ~~Public~~or ~~Shareholders~~potential ~~upon~~issuance ~~Completion~~ of ~~Our~~ordinary ~~Initial~~shares ~~Business~~will ~~Combination~~result in our undergoing a change of control.

WeThe ~~will~~Companies ~~provide~~Act ~~our~~and ~~public~~Cayman ~~shareholders~~Islands ~~with~~law ~~the~~do ~~opportunity~~not tocurrently ~~redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price~~require, 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~~we ~~previously released to us to pay our taxes that were paid by us or~~ are ~~payable~~not byaware ~~us,~~of if any, ~~divided~~other byapplicable ~~the~~law ~~number~~that ~~of the then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we~~ will ~~distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to Goldman Sachs & Co. LLC and Jefferies LLC (the “Underwriters”)~~require, ~~the~~shareholder ~~underwriters~~approval of our initial ~~public~~business ~~offering~~combination. ~~The redemption rights may include the requirement that a beneficial holder must identify itself in order to validly~~

12The decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:

~~Table~~• the timing of ~~Contents~~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;

~~redeem~~• its shares. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares purchased during or after our initial public offering in connection with (i) the ~~completion~~expected cost of ~~our~~holding ~~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. ;

~~Limitations~~• onthe ~~Redemptions~~risk that the shareholders would fail to approve the proposed business combination;

~~Our amended~~• ~~and~~other ~~restated~~time ~~memorandum~~ and ~~articles~~budget ofconstraints 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~~company; of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and ~~all Class A ordinary shares submitted for redemption will be returned to the holders thereof.~~

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

WePermitted ~~will provide~~Purchases 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~~Other beTransactions 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~~Respect ~~company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares (excluding the private placement shares) or seek~~ to ~~amend~~Our ~~our~~Securities amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.

If we 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 in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares 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

~~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-public

information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

•In ~~conduct~~ the ~~redemptions~~event that our sponsor, directors, officers, advisors or their affiliates purchase shares in ~~conjunction~~privately ~~with~~negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy ~~solicitation~~to ~~pursuant~~vote against our initial business combination, such selling shareholders would be required to ~~Regulation~~revoke ~~14A~~their ofprior 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, ~~which~~if ~~regulates~~the purchasers determine at the ~~solicitation~~time of ~~proxies,~~any ~~and~~such ~~not~~purchases ~~pursuant~~that the purchases are subject to such rules, the ~~tender~~purchasers ~~offer~~will be required to comply with such rules;. ~~and~~

•The ~~file~~purpose ~~proxy~~of ~~materials~~any such transactions could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or (ii) 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 ~~SEC~~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.

In12 the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

13Table of Contents

~~Table~~In addition, if such purchases are made, the public “float” of ~~Contents~~our Class A ordinary shares 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.

IfOur wesponsor, ~~seek shareholder approval~~officers, wedirectors ~~will~~and/or ~~complete~~their ~~our~~affiliates ~~initial~~may ~~business~~identify ~~combination only if we obtain~~ the ~~approval~~shareholders ofwith anwhom ~~ordinary~~our ~~resolution~~sponsor, ~~under~~officers, ~~Cayman~~directors ~~Islands~~or ~~law,~~their ~~which~~affiliates ~~requires~~may ~~the~~pursue ~~affirmative~~privately ~~vote~~negotiated oftransactions aby ~~majority~~either of the shareholders ~~who~~contacting ~~attend~~us ~~and~~directly ~~vote~~or atby aour ~~general~~receipt ~~meeting~~ of ~~the~~redemption ~~company.~~requests Insubmitted ~~such~~by ~~case,~~shareholders ~~our~~(in ~~sponsor~~the ~~and~~case ~~each member~~ of ~~our~~ ~~management~~Class A ~~team~~ordinary ~~have agreed to vote their founder~~ shares,) ~~private~~following ~~placement~~our ~~shares~~mailing ~~and~~of ~~public~~tender ~~shares~~offer ~~purchased during~~ or ~~after~~proxy ~~our~~materials ~~initial public offering~~ in ~~favor~~connection ofwith our initial business combination. AsTo athe ~~result,~~extent inthat ~~addition to~~ our ~~initial shareholders’ founder shares and private placement shares~~sponsor, ~~we would need 5~~officers,~~146,876,~~ ~~or 35.8%~~directors, ofadvisors ~~the~~or ~~14,375,000~~their ~~public~~affiliates ~~shares~~enter ~~sold~~into ina ~~our~~private ~~initial~~transaction, ~~public~~they ~~offering~~would toidentify beand ~~voted~~contact inonly ~~favor~~potential ofselling anor ~~initial~~redeeming ~~business~~shareholders ~~combination~~who ~~in order to~~ have ~~our initial~~expressed ~~business~~their ~~combination~~election ~~approved (assuming all issued and outstanding shares are voted and the private placement shares~~ to ~~be issued to our sponsor are voted in favor of the transaction). Each public shareholder may elect to~~ redeem their ~~public~~ shares ~~irrespective~~for ofa ~~whether~~pro ~~they~~rata ~~vote~~share ~~for~~of ~~or against~~ the ~~proposed~~trust ~~transaction~~account or vote atagainst ~~all. In addition,~~ our ~~sponsor~~initial ~~and~~business ~~our management team have entered into an agreement with us~~combination, ~~pursuant~~whether toor ~~which~~not ~~they~~such ~~have~~shareholder ~~agreed~~has toalready ~~waive~~submitted ~~their~~a ~~redemption rights~~proxy with respect to ~~their~~our ~~founder~~initial ~~shares,~~business ~~private~~combination ~~placement~~but ~~shares~~only ~~and~~if ~~any~~such ~~public~~ shares ~~purchased~~have ~~during~~not oralready ~~after~~been ~~our~~voted ~~initial~~at ~~public~~the ~~offering~~general inmeeting ~~connection~~related ~~with~~to ~~(i) the completion of~~ our initial business combination. ~~and~~Our ~~(ii) a shareholder~~sponsor, ~~vote~~executive toofficers, ~~approve~~directors, anadvisors ~~amendment~~or totheir ~~our~~affiliates ~~amended~~will ~~and~~select ~~restated~~which ~~memorandum~~shareholders ~~and~~to ~~articles~~purchase ofshares ~~association~~from ~~(A) that~~based ~~would~~on ~~modify~~ the ~~substance~~negotiated orprice ~~timing~~and ofnumber ~~our obligation to provide holders~~ of ~~our Class A ordinary~~ shares ~~the~~and ~~right~~any toother ~~have their~~factors ~~shares~~that ~~redeemed~~they inmay ~~connection~~deem ~~with~~relevant, ~~our~~and ~~initial~~will ~~business~~be ~~combination~~restricted orfrom topurchasing ~~redeem 100% of our public~~ shares if wesuch purchases do not ~~complete~~comply ~~our~~with ~~initial~~Regulation ~~business~~M ~~combination~~under ~~within~~the 24Exchange ~~months~~Act ~~from~~and the ~~closing of our initial public offering or (B) with respect to any~~ other ~~provision~~federal ~~relating~~securities ~~to the rights of holders of our Class A ordinary shares~~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

~~If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:~~ 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.

•Redemption ~~conduct~~Rights ~~the~~for ~~redemptions~~Public ~~pursuant~~Shareholders toupon ~~Rule~~Completion ~~13e-4 and Regulation 14E~~ of ~~the~~Our ~~Exchange~~Initial ~~Act,~~Business ~~which~~Combination ~~regulate issuer tender offers; and~~

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

• file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.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 taxes that were paid by us or are payable by us, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein. 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 Goldman Sachs & Co. LLC and Jefferies LLC (the “Underwriters”), the underwriters of our initial public offering. The redemption rights may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares purchased during or after our initial public offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

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

InOur ~~the~~amended ~~event~~and werestated ~~conduct~~memorandum ~~redemptions~~and ~~pursuant~~articles toof ~~the~~association ~~tender~~provide ~~offer~~that ~~rules,~~in ~~our~~no ~~offer~~event ~~to redeem~~ will ~~remain~~we ~~open~~redeem ~~for~~our ~~at least~~public 20shares ~~business days,~~ in ~~accordance~~an ~~with~~amount ~~Rule~~that ~~14e-1(a)~~would ~~under~~cause ~~the~~our ~~Exchange~~net ~~Act,~~tangible ~~and~~assets weto ~~will not~~ be ~~permitted~~less tothan ~~complete~~$5,000,001 ~~our~~(so ~~initial~~that ~~business~~we ~~combination~~do ~~until~~not ~~the~~then ~~expiration~~become ofsubject to the ~~tender~~SEC’s ~~offer~~“penny ~~period~~stock” rules). ~~In addition~~However, the ~~tender~~proposed ~~offer~~business ~~will~~combination bemay ~~conditioned~~require: on(i) cash ~~public~~consideration ~~shareholders~~to ~~not~~be ~~tendering~~paid ~~more~~to ~~than~~ the ~~number~~target ofor ~~public~~its ~~shares~~owners, we(ii) cash ~~are permitted~~ to ~~redeem.~~be Iftransferred ~~public shareholders tender more shares than we have offered~~ to ~~purchase, we will withdraw~~ the ~~tender~~ ~~offer~~target ~~and~~for ~~not complete the initial business combination.~~

~~Limitation~~13 ~~on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval~~

IfTable ~~we seek shareholder approval~~ of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares, without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its Contents

14working 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.

~~Table~~Manner of ~~Contents~~Conducting Redemptions

~~redemption~~We ~~rights~~will ifprovide ~~such~~our ~~holder’s~~public ~~shares~~shareholders ~~are~~with ~~not~~the ~~purchased~~opportunity byto ~~us,~~redeem ~~our~~all ~~sponsor~~ or a portion of their Class A ordinary shares upon the completion of our ~~management~~initial ~~team~~business atcombination either (i) in connection with a ~~premium~~general meeting called to approve the ~~then-current~~business ~~market~~combination ~~price~~ or on(ii) by ~~other~~means ~~undesirable~~of ~~terms.~~a Bytender ~~limiting our~~offer. ~~shareholders’~~The ~~ability~~decision as to ~~redeem~~whether nowe ~~more~~will ~~than~~seek ~~15%~~shareholder approval of ~~the~~a ~~shares~~proposed ~~sold~~business incombination ~~our~~or ~~initial~~conduct ~~public~~a ~~offering~~tender ~~without~~offer ~~our~~will ~~prior~~be ~~consent~~made by us, wesolely ~~believe~~in weour discretion, and will ~~limit~~be based on a variety of factors such as the ~~ability~~timing of athe ~~small~~transaction ~~group~~and whether the terms of ~~shareholders~~the transaction would require us to ~~unreasonably~~seek ~~attempt~~shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to ~~block~~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 ~~ability~~ company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares (excluding the private placement shares) or seek to ~~complete~~amend our ~~initial~~amended ~~business~~and ~~combination,~~restated ~~particularly~~memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a ~~business~~shareholder ~~combination~~vote ~~with~~unless ashareholder ~~target~~approval ~~that~~is ~~requires~~not asrequired aby ~~closing~~applicable ~~condition~~law ~~that~~or stock exchange rule or we ~~have~~choose ato ~~minimum~~conduct ~~net~~redemptions ~~worth~~pursuant orto athe ~~certain~~tender ~~amount~~offer rules of ~~cash~~the SEC for business or other reasons.

~~However,~~If we ~~would~~held ~~not~~a beshareholder ~~restricting~~vote ~~our~~to ~~shareholders’~~approve ~~ability~~our toinitial ~~vote~~business ~~all~~combination, ofwe ~~their~~will, ~~shares~~pursuant ~~(including~~to ~~Excess~~our ~~Shares)~~amended ~~for~~and orrestated ~~against~~memorandum ~~our initial~~and ~~business~~articles ~~combination.~~of association:

~~Tendering~~• ~~Share~~conduct ~~Certificates~~the redemptions in ~~Connection~~conjunction with a ~~Tender~~proxy ~~Offer~~solicitation orpursuant ~~Redemption~~to ~~Rights~~Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

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

~~There~~In ~~is a nominal cost associated with~~ the ~~above-referenced~~event ~~tendering~~that ~~process~~we ~~and~~seek ~~the~~shareholder ~~act~~approval of ~~certificating~~our ~~the~~initial ~~shares~~business orcombination, ~~delivering~~we ~~them through the DWAC System. The transfer agent~~ will ~~typically~~distribute ~~charge~~proxy ~~the~~materials ~~tendering broker a fee of approximately $80.00~~ and, itin ~~would~~connection betherewith, upprovide toour ~~the~~public ~~broker~~shareholders ~~whether~~with ~~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 todescribed ~~tender~~above ~~their~~upon ~~shares.~~completion ~~The need to deliver shares is a requirement~~ of ~~exercising redemption rights regardless of~~ the ~~timing~~initial ofbusiness ~~when such delivery must be effectuated~~combination.

~~The~~If ~~foregoing~~we isseek ~~different~~shareholder ~~from~~approval, ~~the~~we ~~procedures~~will ~~used~~complete byour ~~many~~initial ~~blank~~business ~~check~~combination ~~companies.~~only Inif ~~order~~we toobtain ~~perfect~~the ~~redemption~~approval ~~rights~~of ~~in connection~~an ~~with~~ordinary ~~their~~resolution ~~business~~under ~~combinations~~Cayman Islands law, ~~many~~which ~~blank~~requires ~~check~~the ~~companies~~affirmative ~~would~~vote ~~distribute~~of ~~proxy~~a ~~materials~~majority ~~for~~of the shareholders’ who attend and vote onat ana ~~initial~~general ~~business~~meeting ~~combination~~of the company. In such case, our sponsor and aeach ~~holder~~member ~~could~~of ~~simply~~our ~~vote~~management ~~against~~team ahave ~~proposed~~agreed ~~business~~to ~~combination~~vote ~~and check~~their afounder ~~box~~shares, onprivate ~~the~~placement ~~proxy~~shares ~~card~~and ~~indicating~~public ~~such~~shares ~~holder~~purchased ~~was~~during ~~seeking~~or toafter ~~exercise~~our ~~his~~initial orpublic ~~her~~offering ~~redemption~~in ~~rights.~~favor ~~After~~of ~~the~~our initial business combination. ~~was~~As ~~approved~~a result, ~~the~~in ~~company~~addition ~~would~~to ~~contact~~our ~~such~~initial ~~shareholder~~shareholders’ tofounder ~~arrange~~shares ~~for~~and ~~him~~private orplacement ~~her~~shares, towe ~~deliver~~would ~~his~~need 5,146,876, or ~~her certificate~~35.8%, toof ~~verify~~the ~~ownership.~~14,375,000 Aspublic ashares ~~result,~~sold ~~the~~in ~~shareholder~~our ~~then~~initial ~~had~~public anoffering ~~“option~~to ~~window”~~be ~~after~~voted ~~the~~in ~~completion~~favor of ~~the~~an initial business combination ~~during~~in ~~which~~order heto orhave ~~she~~our ~~could~~initial ~~monitor~~business ~~the~~combination ~~price~~approved of(assuming all issued and outstanding shares are voted and the ~~company’s~~private placement shares issued to our sponsor are voted in favor of the ~~market~~transaction). IfEach ~~the price~~public ~~rose~~shareholder ~~above~~may ~~the~~elect ~~redemption~~to ~~price,~~redeem hetheir orpublic ~~she~~shares ~~could~~irrespective ~~sell~~of ~~his~~whether orthey ~~her~~vote ~~shares~~for inor against the ~~open~~proposed ~~market~~transaction ~~before~~or ~~actually~~vote ~~delivering~~at ~~his~~all. orIn ~~her~~addition, ~~shares~~our tosponsor ~~the~~and ~~company~~our ~~for~~management ~~cancellation.~~team Ashave aentered ~~result,~~into ~~the~~an ~~redemption~~agreement ~~rights~~with us, pursuant to which ~~shareholders~~they ~~were~~have ~~aware~~agreed ~~they needed~~ to ~~commit~~waive ~~before~~their ~~the~~redemption ~~general~~rights ~~meeting,~~with ~~would~~respect ~~become~~to ~~“option”~~their ~~rights~~founder ~~surviving~~shares, ~~past~~private ~~the~~placement ~~completion~~shares ofand ~~the~~any ~~business~~public ~~combination~~shares ~~until~~purchased ~~the~~during ~~redeeming~~or ~~holder~~after ~~delivered~~our ~~its~~initial ~~certificate.~~public ~~The~~offering ~~requirement~~in ~~for~~connection ~~physical~~with or(i) the ~~electronic~~completion ~~delivery prior~~of toour ~~the~~initial ~~meeting~~business ~~ensures~~combination ~~that~~and (ii) a ~~redeeming~~shareholder ~~shareholders’~~vote ~~election~~to approve an amendment to ~~redeem~~our isamended ~~irrevocable~~and ~~once~~restated ~~the~~memorandum ~~business~~and ~~combination~~articles isof ~~approved.~~association

~~Any~~14 request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

15Table of Contents

~~Table~~(A) that would modify the substance or timing of ~~Contents~~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.

If ~~our~~we ~~initial~~conduct ~~business~~redemptions ~~combination~~pursuant ~~is not approved or completed for any reason, then our public shareholders who elected~~ to ~~exercise their redemption rights would not be entitled to redeem their shares for~~ the ~~applicable~~tender ~~pro~~offer ~~rata~~rules ~~share~~ of the ~~trust account. In such case~~SEC, we will, ~~promptly~~pursuant ~~return~~to ~~any~~our ~~certificates~~amended ~~delivered~~and byrestated ~~public holders~~memorandum ~~who~~and ~~elected~~articles toof ~~redeem~~association: ~~their shares.~~

If• ~~our~~conduct ~~initial~~the ~~proposed~~redemptions ~~business~~pursuant ~~combination is not completed, we may continue~~ to ~~try~~Rule ~~to complete~~13e-4 aand ~~business~~Regulation ~~combination~~14E ~~with~~of ~~a different target until 24 months from~~ the ~~closing~~Exchange ofAct, ~~our~~which ~~initial~~regulate ~~public~~issuer ~~offering.~~tender offers; and

~~Redemption~~• offile ~~Public~~tender ~~Shares~~ offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and ~~Liquidation~~other ifinformation Noabout ~~Initial~~the ~~Business~~initial ~~Combination~~business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule

Our amended and restated memorandum and articles of association provide that we have 24 months from the closing of our initial public offering to consummate an initial business combination. If we do not consummate 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 per10b5-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 taxes that were paid by us or are payable by us, 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. 1

to purchase Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule

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 or private placement 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 24 months from the closing of our initial public offering). 14e-5

under the Exchange Act.

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

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 per14e-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 taxes that were paid by us or are payable by us, 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 1(~~so that we do not then become subject to the SEC’s “penny stock” rules~~a). 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, director, or any other person.

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

WeLimitation ~~expect~~on ~~that~~Redemption ~~all~~upon ~~costs~~Completion ~~and expenses associated with implementing our plan~~ of ~~dissolution,~~ asOur ~~well~~Initial asBusiness ~~payments~~Combination toIf ~~any~~We ~~creditors,~~Seek ~~will~~Shareholder beApproval funded from amounts remaining out of the $968,800 of proceeds held outside the trust account (as of December 31, 2020) plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.

16If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares, without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in 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.

~~Table~~However, we would not be restricting our shareholders’ ability to vote all of ~~Contents~~their shares (including Excess Shares) for or against our initial business combination.

If15 we were to expend all of the net proceeds of our initial public offering and the sale of the private placement shares, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

~~Although~~Table we will seek to have all vendors, service providers (excluding 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, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective 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 who executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Our sponsor may not be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Contents

InTendering ~~the~~Share ~~event~~Certificates ~~that the proceeds~~ in ~~the~~Connection ~~trust~~with ~~account~~a ~~are~~Tender ~~reduced~~Offer 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, and our sponsor asserts that it is unable to satisfy its indemnification obligations or ~~that~~Redemption itRights has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share.

17Public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.

~~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.

WeThe ~~will~~foregoing ~~seek~~is todifferent ~~reduce~~from the ~~possibility~~procedures ~~that~~used ~~our~~by ~~sponsor~~many ~~will~~blank ~~have~~check companies. In order to ~~indemnify~~perfect ~~the~~redemption ~~trust account~~rights ~~due~~in toconnection ~~claims~~with oftheir ~~creditors~~business bycombinations, ~~endeavoring~~many toblank ~~have~~check ~~all~~companies ~~vendors,~~would ~~service~~distribute ~~providers~~proxy ~~(excluding~~materials ~~our~~for ~~independent~~the ~~registered~~shareholders’ ~~public~~vote ~~accounting~~on ~~firm),~~an ~~prospective~~initial ~~target~~business ~~businesses~~combination, orand ~~other~~a ~~entities~~holder ~~with~~could ~~which~~simply wevote doagainst a proposed business ~~execute~~combination ~~agreements~~and ~~with us~~check ~~waiving~~a ~~any~~box ~~right,~~on ~~title,~~the ~~interest~~proxy orcard ~~claim~~indicating ofsuch ~~any~~holder ~~kind~~was inseeking to exercise his or toher ~~monies~~redemption ~~held~~rights. inAfter the ~~trust~~business ~~account.~~combination ~~Our~~was ~~sponsor~~approved, ~~will~~the ~~also~~company ~~not~~would becontact ~~liable~~such asshareholder to ~~any~~arrange ~~claims~~for ~~under~~him ~~our~~or ~~indemnity~~her ofto ~~the~~deliver ~~Underwriters~~his ~~against~~or ~~certain~~her ~~liabilities~~certificate to verify ownership. As a result, ~~including~~the ~~liabilities under~~shareholder then had an “option window” after the ~~Securities~~completion ~~Act.~~of Wethe ~~will~~business ~~have~~combination ~~access~~during towhich uphe toor ~~$968,800~~she could monitor the price of ~~proceeds~~the ~~held~~company’s ~~outside~~shares in the ~~trust~~market. ~~account~~If ~~(as~~the ofprice ~~December 31~~rose above the redemption price, ~~2020)~~he ~~with~~or ~~which~~she tocould ~~pay~~sell ~~any~~his ~~such~~or ~~potential~~her ~~claims~~shares ~~(including~~in ~~costs~~the ~~and~~open ~~expenses~~market ~~incurred~~before inactually ~~connection~~delivering ~~with~~his ~~our liquidation,~~or ~~currently~~her ~~estimated~~shares to bethe nocompany ~~more~~for ~~than~~cancellation. ~~approximately~~As ~~$100~~a result,~~000).~~ In the ~~event~~redemption ~~that~~rights, weto ~~liquidate~~which ~~and~~shareholders itwere isaware ~~subsequently~~they ~~determined~~needed ~~that~~to commit before the ~~reserve~~general ~~for~~meeting, ~~claims~~would ~~and~~become ~~liabilities~~“option” isrights ~~insufficient,~~surviving ~~shareholders~~past ~~who~~the ~~received~~completion ~~funds~~of ~~from~~the ~~our~~business ~~trust account~~combination ~~could~~until bethe ~~liable~~redeeming ~~for~~holder ~~claims~~delivered ~~made~~its bycertificate. ~~creditors;~~The ~~however~~requirement ~~such~~for ~~liability~~physical ~~will~~or ~~not~~electronic bedelivery ~~greater~~prior ~~than~~to the ~~amount~~meeting ofensures ~~funds~~that ~~from~~a ~~our~~redeeming ~~trust~~shareholders’ ~~account~~election ~~received~~to byredeem ~~any~~is ~~such~~irrevocable ~~shareholder~~once the business combination is approved.

IfAny werequest ~~file~~to aredeem ~~bankruptcy~~such ~~or winding-up petition~~shares, oronce anmade, ~~involuntary~~may ~~bankruptcy~~be ~~or winding-up petition~~withdrawn isat ~~filed~~any ~~against~~time usup ~~that~~to istwo ~~not~~business ~~dismissed,~~days ~~the~~prior ~~proceeds~~to ~~held in~~ the ~~trust~~initially ~~account~~scheduled ~~could~~vote beon ~~subject~~the proposal to ~~applicable~~approve ~~bankruptcy~~the ~~law~~business combination, ~~and~~unless ~~may~~otherwise beagreed ~~included~~to inby ~~our~~us. ~~bankruptcy~~Furthermore, ~~estate~~if ~~and subject~~a toholder ~~the~~of ~~claims~~a ofpublic ~~third~~share ~~parties~~delivered ~~with~~its ~~priority~~certificate ~~over~~in ~~the~~connection ~~claims~~with ofan ~~our~~election ~~shareholders.~~of Toredemption ~~the~~rights ~~extent~~and ~~any~~subsequently ~~bankruptcy~~decides ~~claims~~prior ~~deplete~~to the ~~trust~~applicable ~~account,~~date wenot ~~cannot~~to ~~assure~~elect ~~you~~to weexercise ~~will~~such berights, ~~able~~such toholder ~~return~~may ~~$10.00~~simply ~~per~~request ~~public~~that ~~share~~the totransfer ~~our~~agent ~~public shareholders.~~return ~~Additionally,~~the ifcertificate we(physically ~~file a bankruptcy~~ or ~~winding-up petition~~ orelectronically). anIt ~~involuntary bankruptcy or winding-up petition~~ is ~~filed~~anticipated ~~against us~~ that isthe ~~not~~funds ~~dismissed,~~to ~~any~~be ~~distributions~~distributed ~~received~~to byholders ~~shareholders~~of ~~could~~our bepublic ~~viewed~~shares ~~under~~electing ~~applicable~~to ~~debtor/creditor~~redeem ~~and/or~~their ~~bankruptcy~~shares ~~laws~~will asbe ~~either~~distributed apromptly ~~“preferential~~after ~~transfer”~~the orcompletion aof ~~“fraudulent~~our ~~conveyance~~initial business combination.”

AsIf aour ~~result,~~initial abusiness ~~bankruptcy~~combination oris ~~insolvency~~not ~~court~~approved ~~could seek to recover some~~ or ~~all~~completed ~~amounts~~for ~~received~~any ~~by our shareholders. Furthermore~~reason, then our ~~board of~~public ~~directors~~shareholders ~~may~~who beelected ~~viewed as having breached its fiduciary duty~~ to ~~our~~exercise ~~creditors~~their ~~and/or~~redemption ~~may~~rights ~~have~~would ~~acted~~not inbe ~~bad~~entitled ~~faith,~~to ~~and~~redeem ~~thereby~~their ~~exposing~~shares ~~itself~~for ~~and~~the ~~our~~applicable ~~company~~pro torata ~~claims~~share of ~~punitive damages, by paying public shareholders from~~ the trust account ~~prior~~. toIn ~~addressing~~such ~~the~~case, ~~claims~~we ofwill ~~creditors.~~promptly Wereturn ~~cannot~~any ~~assure~~certificates ~~you~~delivered ~~that~~by ~~claims~~public ~~will~~holders ~~not~~who beelected ~~brought~~to ~~against~~redeem ustheir ~~for these reasons~~shares.

~~Our public~~16 shareholders are entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not consummate an initial business combination within 24 months from the 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, and (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the 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 shareholders’ voting in connection with the business combination alone will not result in a shareholders’ 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.

~~Competition~~Table of Contents

InIf ~~identifying,~~our ~~evaluating and~~initial ~~selecting~~proposed ~~a target~~ business ~~for~~combination ~~our~~is ~~initial~~not ~~business combination~~completed, we may ~~encounter~~continue ~~intense~~to ~~competition~~try ~~from~~to ~~other~~complete ~~entities~~a ~~having~~business combination with a ~~business~~different ~~objective~~target ~~similar~~until to24 ~~ours,~~months ~~including~~from ~~other~~the ~~blank~~closing of our initial public offering.

18Redemption of Public Shares and Liquidation if No Initial Business Combination

~~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 taxes that were paid by us or are payable by us, 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 each case 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.

~~check~~Our ~~companies,~~sponsor ~~private equity groups~~ and ~~leveraged~~each ~~buyout~~member ~~funds,~~of ~~public~~our ~~companies,~~management ~~and~~team ~~operating~~have ~~businesses~~entered ~~seeking~~into ~~strategic~~an ~~acquisitions.~~agreement ~~Many~~with ofus, ~~these~~pursuant ~~entities~~to ~~are~~which ~~well~~they ~~established and~~ have ~~extensive~~ ~~experience~~agreed ~~identifying~~to ~~and~~waive ~~effecting~~their ~~business~~rights ~~combinations~~to ~~directly~~liquidating ordistributions ~~through~~from ~~affiliates.~~the ~~Moreover,~~trust ~~many~~account ofwith ~~these~~respect ~~competitors~~to ~~possess~~any ~~greater~~founder ~~financial,~~shares ~~technical,~~or ~~human~~private ~~and~~placement ~~other~~shares ~~resources~~they ~~than~~hold ~~us.~~if ~~Our~~we ~~ability~~fail to ~~acquire~~consummate ~~larger~~an ~~target businesses~~initial ~~will~~business becombination ~~limited~~within by24 ~~our~~months ~~available~~from ~~financial~~the ~~resources.~~closing ~~This~~of ~~inherent~~our ~~limitation~~initial ~~gives~~public ~~others~~offering an(although ~~advantage~~they inwill ~~pursuing~~be ~~the~~entitled ~~acquisition~~to ofliquidating adistributions ~~target~~from ~~business.~~the ~~Furthermore,~~trust ~~our~~account ~~obligation~~with respect to ~~pay~~any ~~cash in connection with our~~ public ~~shareholders who~~shares ~~properly~~they ~~exercise~~hold ~~their~~if ~~redemption~~we ~~rights~~fail ~~may reduce the resources available~~ to uscomplete ~~for~~ our initial business combination, ~~and~~within ~~the~~24 ~~future~~months ~~dilution~~from ~~they~~the ~~potentially~~closing ~~represent, may not be viewed favorably by certain target businesses. Either~~ of ~~these~~ ~~factors~~our ~~may place us at a competitive disadvantage in successfully negotiating an~~ initial ~~business~~public ~~combination~~offering).

~~Facilities~~ 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 taxes that were paid by us or are payable by us, 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, director, or any other person.

We ~~currently~~expect ~~maintain~~that ~~our~~all ~~executive~~costs ~~offices~~and atexpenses ~~200~~associated ~~Clarendon~~with ~~Street~~implementing our plan of dissolution, ~~Boston~~as well as payments to any creditors, ~~Massachusetts~~will ~~02116.~~be ~~The~~funded ~~cost~~from ~~for~~amounts ~~our~~remaining ~~use~~out of ~~this~~the ~~space~~$639,686 ~~is included~~of inproceeds held outside the trust account (as of December 31, 2021) plus up to $10100,000 ~~per~~of ~~month~~funds ~~fee~~from wethe ~~will~~trust ~~pay~~account available to ~~our~~us ~~sponsor~~to ~~for~~pay ~~office~~dissolution ~~space~~expenses, ~~administrative~~although ~~and~~we ~~support~~cannot ~~services.~~assure Weyou ~~consider~~that ~~our~~there ~~current~~will ~~office~~be ~~space~~sufficient ~~adequate~~funds for ~~our~~such ~~current operations~~purpose.

~~Employees~~17

WeTable ~~currently have two executive officers. These individuals are not obligated to devote any specific number~~ of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a 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

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

~~Periodic Reporting and Financial Information~~ per-share

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

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

WeAlthough ~~will~~we ~~provide~~seek ~~shareholders~~to ~~with~~have ~~audited~~all ~~financial~~vendors, ~~statements~~service ofproviders ~~the~~(excluding our independent registered public accounting firm), prospective target ~~business~~businesses asand ~~part~~other ofentities ~~the~~with ~~proxy~~which ~~solicitation~~we ordo ~~tender offer~~business ~~materials,~~execute asagreements ~~applicable~~with us waiving any right, ~~sent~~title, tointerest ~~shareholders.~~or ~~These~~claim ~~financial~~of ~~statements~~any ~~may~~kind bein ~~required~~or to beany ~~prepared~~monies held in ~~accordance~~the ~~with~~trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or ~~reconciled~~even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to, ~~GAAP~~fraudulent inducement, breach of fiduciary responsibility or ~~IFRS~~other similar claims, ~~depending~~as onwell as claims challenging the ~~circumstances,~~enforceability ~~and~~of the ~~historical~~waiver, ~~financial~~in ~~statements~~each ~~may~~case ~~be required~~in order to begain ~~audited~~an advantage with respect to a claim against our assets, including the funds held in ~~accordance~~the ~~with~~trust account. If any third party refuses to execute an agreement waiving such claims to the ~~standards~~monies held in the trust account, our management will perform an analysis of the ~~PCAOB~~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. ~~These~~Examples ~~financial~~of ~~statement~~possible ~~requirements~~instances where we may ~~limit~~engage a third party that refuses to execute a waiver include the ~~pool~~engagement of ~~potential~~a ~~target~~third ~~businesses~~party weconsultant ~~may~~whose ~~acquire~~particular ~~because~~expertise ~~some~~or ~~targets~~skills ~~may~~are believed by management to be ~~unable~~significantly superior to ~~provide~~those ~~such~~of ~~statements~~other consultants that would agree to execute a waiver or in ~~time~~cases ~~for us~~where management is unable to ~~disclose~~find a service provider willing to execute a waiver. In addition, there is no guarantee that such ~~statements~~entities will agree to waive any claims they may have in ~~accordance~~the ~~with~~future ~~federal~~as ~~proxy~~a ~~rules~~result of, or arising out of, any negotiations, contracts or agreements with us and ~~complete~~will ~~our~~not ~~initial~~seek ~~business~~recourse ~~combination~~against ~~within~~the 24trust ~~months~~account ~~from~~for any reason. In order to protect the ~~closing~~amounts ofheld ~~our~~in ~~initial~~the ~~public~~trust ~~offering.~~account, Weour ~~cannot~~sponsor ~~assure~~has ~~you~~agreed that ~~any~~it ~~particular~~will ~~target~~be ~~business~~liable ~~identified~~ to us if and to the extent any claims by a vendor for services rendered or products sold to us, asor a ~~potential~~prospective ~~acquisition~~target ~~candidate~~business ~~will~~with which we have ~~financial~~discussed ~~statements~~entering ~~prepared~~into a transaction agreement, reduce the amounts in ~~accordance~~the ~~with~~trust account to below the ~~requirements~~lesser ~~outlined~~of ~~above~~(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, orin ~~that~~each case net of the ~~potential~~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 who executed a waiver of any and all rights to seek access to the trust account nor will beit ~~able~~apply to ~~prepare~~any ~~its~~claims ~~financial~~under ~~statements~~our inindemnity ~~accordance~~of ~~with~~the Underwriters against certain liabilities, including liabilities under the ~~requirements~~ ~~outlined~~Securities ~~above~~Act. ToIn the ~~extent~~event that ~~these~~an ~~requirements~~executed ~~cannot~~waiver is deemed to be ~~met~~unenforceable against a third party, weour ~~may~~sponsor will not be ~~able~~responsible to ~~acquire~~ the ~~proposed~~extent ~~target~~of ~~business~~any liability for such third party claims. ~~While~~However, ~~this~~we ~~may~~have ~~limit~~not ~~the~~asked ~~pool~~our ofsponsor ~~potential~~to ~~acquisition~~reserve ~~candidates~~for such indemnification obligations, nor have we doindependently ~~not~~verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that ~~this~~our ~~limitation will~~sponsor’s only assets are securities of our company. Our sponsor may not be ~~material~~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.

WeIn ~~will~~the beevent ~~required~~that tothe ~~evaluate~~proceeds ~~our~~in ~~internal~~the ~~control~~trust ~~procedures~~account ~~for~~are reduced below the ~~fiscal~~lesser ~~year~~of ~~ending~~(i) ~~December~~$10.00 per public share and (ii) ~~31,~~the ~~2021~~actual amount per public share held in the trust account as ~~required~~ byof the ~~Sarbanes-Oxley~~date ~~Act~~of the liquidation of the trust account if less than $10.00 ~~Only~~per public share due to reductions in the ~~event~~value of the trust assets, in each case net of the interest that wemay ~~are~~be ~~deemed~~withdrawn to bepay aour ~~large~~tax ~~accelerated~~obligations, ~~filer~~and orour ansponsor ~~accelerated~~asserts ~~filer~~that ~~and~~it nois ~~longer~~unable ~~qualify~~to assatisfy anits ~~emerging~~indemnification ~~growth~~obligations ~~company~~or ~~would~~that weit behas ~~required~~no indemnification obligations related to ~~comply~~a ~~with~~particular ~~the~~claim, our independent ~~registered public~~directors ~~accounting~~would ~~firm~~determine ~~attestation~~whether ~~requirement~~to ontake ~~internal~~legal ~~control~~action ~~over~~against ~~financial~~our ~~reporting.~~sponsor Ato ~~target~~enforce ~~business~~its ~~may~~indemnification ~~not~~obligations. beWhile inwe ~~compliance~~currently ~~with~~expect ~~the~~that ~~provisions~~our ofindependent ~~the~~directors ~~Sarbanes-Oxley~~would ~~Act~~take ~~regarding~~legal ~~adequacy~~action ofon ~~their~~our ~~internal~~behalf ~~controls.~~against ~~The~~our ~~development~~sponsor ~~of the~~to ~~internal~~enforce ~~controls~~its ofindemnification ~~any~~obligations ~~such~~to ~~entity~~us, toit ~~achieve~~is ~~compliance~~possible ~~with~~that ~~the~~our ~~Sarbanes-Oxley~~independent ~~Act~~directors ~~may~~in ~~increase~~exercising ~~the~~their ~~time~~business ~~and~~judgment ~~costs~~may ~~necessary~~choose not to ~~complete~~do so in any ~~such~~particular ~~acquisition~~instance. Accordingly,

1918

Table of Contents

we cannot assure you that due to claims of creditors the actual value of the

~~On October 21, 2020, we filed a Registration Statement on Form 8~~per-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. share

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

We ~~are~~will aseek ~~Cayman~~to ~~Islands~~reduce ~~exempted~~the ~~company.~~possibility ~~Exempted~~that ~~companies~~our ~~are~~sponsor ~~Cayman~~will ~~Islands~~have ~~companies~~to ~~conducting~~indemnify ~~business~~the ~~mainly~~trust ~~outside~~account ~~the~~due ~~Cayman Islands~~to ~~and,~~claims asof ~~such,~~creditors ~~are~~by ~~exempted~~endeavoring ~~from~~to ~~complying~~have ~~with~~all ~~certain~~vendors, ~~provisions~~service ofproviders ~~the~~(excluding ~~Companies~~our ~~Act.~~independent Asregistered anpublic ~~exempted~~accounting ~~company~~firm), weprospective ~~applied~~target ~~for~~businesses ~~and~~or ~~received~~other aentities ~~tax~~with ~~exemption~~which ~~undertaking~~we ~~from~~do ~~the~~business ~~Cayman~~execute ~~Islands~~agreements ~~government~~with ~~that~~us waiving any right, intitle, ~~accordance~~interest ~~with Section 6~~or claim of ~~the~~any ~~Tax~~kind ~~Concessions~~in ~~Act~~or ~~(As~~to ~~Revised)~~monies ofheld in the ~~Cayman~~trust ~~Islands,~~account. ~~for~~Our asponsor ~~period~~will ofalso 20not ~~years~~be ~~from~~liable ~~the~~as ~~date~~to any claims under our indemnity of the ~~undertaking,~~Underwriters noagainst ~~law~~certain ~~which~~liabilities, isincluding ~~enacted~~liabilities inunder the ~~Cayman~~Securities ~~Islands~~Act. ~~imposing~~We ~~any~~will ~~tax~~have access to beup ~~levied~~to ~~on profits~~$639,686 ~~income,~~of ~~gains~~proceeds ~~or appreciations~~held ~~will~~outside ~~apply~~the totrust usaccount or(as ~~our~~of ~~operations and~~December 31, in2021) ~~addition,~~with ~~that~~which ~~no tax~~ to bepay ~~levied~~any onsuch ~~profits,~~potential ~~income,~~claims ~~gains~~(including orcosts ~~appreciations~~and orexpenses ~~which~~incurred is in ~~the~~connection ~~nature~~with ofour ~~estate~~liquidation, ~~duty~~currently orestimated ~~inheritance~~to ~~tax~~be ~~will~~no bemore ~~payable~~than (iapproximately $100,000) on. orIn inthe ~~respect~~event ofthat ~~our shares,~~we ~~debentures~~liquidate orand ~~other~~it ~~obligations~~is orsubsequently ~~(ii) by~~determined ~~way~~that of the ~~withholding~~reserve infor ~~whole~~claims orand inliabilities ~~part~~is ofinsufficient, ashareholders ~~payment~~who ofreceived ~~dividend~~funds orfrom ~~other~~our ~~distribution~~trust ofaccount ~~income~~could orbe ~~capital~~liable for claims made by uscreditors; tohowever ~~our~~such ~~shareholders~~liability orwill anot ~~payment~~be ofgreater ~~principal~~than orthe ~~interest~~amount orof ~~other~~funds ~~sums~~from ~~due under~~our atrust ~~debenture~~account orreceived ~~other~~by ~~obligation~~any ofsuch usshareholder.

If we file a bankruptcy or

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 Sarbaneswinding-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. up

petition or an involuntary bankruptcy or

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. winding-up

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

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 nonwinding-~~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.~~ up

petition or an involuntary bankruptcy or

~~Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S~~winding-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 equals or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. up

20As 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 consummate an 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, and (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the 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 shareholders’ voting in connection with the business combination alone will not result in a shareholders’ 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.

~~ITEM~~19 ~~1A. RISK FACTORS~~

AnTable ~~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 and the final prospectus associated with our initial public offering, before making a decision to invest in our Class A ordinary shares. 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. Contents

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

WeIn identifying, evaluating and selecting a target business for our initial business combination, we have noencountered ~~operating~~intense ~~history~~competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and noleveraged ~~revenues~~buyout funds, public companies, and ~~you~~operating businesses seeking strategic acquisitions. Many of these entities are well established and have noextensive ~~basis~~experience onidentifying ~~which~~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 ~~evaluate~~acquire larger target businesses will be limited by our ~~ability~~available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to ~~achieve~~pay cash in connection with our public shareholders who properly exercise their redemption rights may reduce the resources available to us for our initial business ~~objective~~combination, 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.

WeFacilities are an exempted company established on August 26, 2020 under the laws of the Cayman Islands and we have no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our business combination. If we fail to complete our business combination, we will never generate any operating revenues.

~~Our~~We ~~shareholders~~currently ~~may~~maintain ~~not~~our beexecutive ~~afforded~~offices anat ~~opportunity~~200 toClarendon ~~vote~~Street, onBoston, Massachusetts 02116. The cost for our ~~proposed~~use ~~initial~~of ~~business~~this ~~combination~~space is included in the $10,000 ~~which~~per ~~means~~month fee we ~~may~~pay ~~complete~~ to our ~~initial~~sponsor ~~business~~for ~~combination~~office ~~even~~space, ~~though~~administrative aand ~~majority~~support ofservices. We consider our ~~shareholders~~current dooffice ~~not~~space ~~support~~adequate ~~such~~for aour ~~combination~~current operations.

WeEmployees may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable Cayman Islands law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or other reasons. For instance, the Nasdaq rules currently allow us to engage in a tender offer in lieu of a general meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares (excluding any private placement shares to be issued in connection with an initial business combination) to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding ordinary shares (excluding the private placement shares), we would seek shareholder approval of such business combination. However, except as required by applicable law or stock exchange rule, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may consummate our initial business combination even if holders of a majority of the outstanding ordinary shares do not approve of the business combination we consummate.

~~Your~~We ~~only opportunity~~currently have two executive officers. These individuals are not obligated to ~~affect~~devote ~~the~~any ~~investment~~specific ~~decision~~number ~~regarding~~of ahours ~~potential~~to our matters but they have devoted, and will continue to devote, as much of their time as they deem necessary to our affairs until we have completed our initial business combination. ~~may~~The beamount ~~limited~~of totime they devote in any time period will vary based on whether a target business has been selected for our initial business combination and the ~~exercise~~stage of ~~your~~the ~~right~~business combination process we are in. We do not intend to ~~redeem~~have ~~your~~any ~~shares~~full ~~from~~time usemployees ~~for~~prior ~~cash~~to the completion of our initial business combination.

AtPeriodic ~~the~~Reporting ~~time~~and ofFinancial ~~your~~Information investment in us, you will not be 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, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.

21We have registered our Class A ordinary shares under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports contain financial statements audited and reported on by our independent registered public accountants.

~~Table~~We will provide shareholders with audited financial statements of ~~Contents~~the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders. These financial statements may be required to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential 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 24 months from the closing of our initial public offering. 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.

IfWe wewere ~~seek~~required ~~shareholder~~to ~~approval~~evaluate of our ~~initial~~internal ~~business~~control ~~combination,~~procedures ~~our~~for ~~sponsor~~the ~~and members~~fiscal ofyear ~~our~~ended ~~management~~December 31, ~~team~~2021 ~~have~~as ~~agreed~~required toby ~~vote~~the Sarbanes-Oxley Act. Only in ~~favor~~the ofevent ~~such~~that ~~initial~~we ~~business~~are ~~combination,~~deemed ~~regardless~~to ofbe ~~how~~a ~~our~~large ~~public~~accelerated ~~shareholders~~filer ~~vote.~~or an

~~Our sponsor owns, on an as-converted basis,~~ 20% of our outstanding ordinary shares (excluding the private placement 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 the completion of our initial business combination. Our amended and restated memorandum and articles of association provide that, 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, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. As a result, in addition to our initial shareholders’ founder shares and private placement shares, we would need 5,146,876, or 35.8%, of the 14,375,000 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 (assuming all issued and outstanding shares are voted and the private placement shares to be issued to our sponsor are voted in favor of the transaction). Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our sponsor and 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.

~~You~~Table ~~will~~of 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, potentially at a loss. Contents

~~Our~~accelerated ~~public~~filer ~~shareholders~~and ~~are entitled~~no tolonger ~~receive~~qualify ~~funds~~as ~~from~~an ~~the~~emerging ~~trust~~growth ~~account~~company ~~only~~would ~~upon~~we ~~the~~be ~~earlier~~required to ~~occur~~comply ~~of: (i) our completion of an initial business combination, and then only in connection~~ with ~~those Class A ordinary shares that such shareholder properly elected to redeem, subject to~~ the ~~limitations~~independent ~~described~~registered ~~herein, (ii) the redemption of any~~ public ~~shares~~accounting ~~properly~~firm ~~tendered~~attestation inrequirement ~~connection~~on ~~with~~internal acontrol ~~shareholder~~over ~~vote~~financial toreporting. ~~amend our amended and restated memorandum and articles of association (~~A~~) to~~ ~~modify~~target ~~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~~may ~~or to redeem 100% of our public shares if we do~~ not ~~complete~~be ~~our~~in ~~initial~~compliance ~~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~~provisions of ~~holders of our Class A ordinary shares, and (iii)~~ the ~~redemption~~Sarbanes-Oxley ofAct ~~our~~regarding ~~public~~adequacy ~~shares if we have not consummated an initial business within 24 months from the closing~~ of ~~our~~their ~~initial~~internal ~~public offering, subject to applicable law and as further described herein~~controls. ~~Public~~The ~~shareholders~~development ~~who~~of ~~redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in~~ the ~~preceding~~internal ~~sentence~~controls ~~shall~~of ~~not~~any besuch ~~entitled~~entity to ~~funds~~achieve ~~from~~compliance ~~the~~with ~~trust account upon~~ the ~~subsequent~~Sarbanes-Oxley ~~completion~~Act ofmay anincrease ~~initial business combination or liquidation if we have not consummated an initial business combination within 24 months from~~ the ~~closing~~time ofand ~~our~~costs ~~initial~~necessary ~~public offering, with respect~~ to ~~such~~complete ~~Class A ordinary shares so redeemed. In no other circumstances will a shareholder have~~ any ~~right~~such ~~or interest of any kind to or in the trust account~~acquisition. ~~Accordingly, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss.~~

On October 21, 2020, we filed a Registration Statement on Form

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

We ~~may~~are ~~seek to~~a ~~enter~~Cayman ~~into~~Islands aexempted ~~business~~company. ~~combination~~Exempted ~~transaction~~companies ~~agreement~~are ~~with~~Cayman aIslands ~~prospective~~companies ~~target~~conducting ~~that~~business ~~requires~~mainly asoutside athe ~~closing~~Cayman ~~condition~~Islands ~~that~~and, weas ~~have~~such, aare ~~minimum~~exempted ~~net~~from ~~worth~~complying orwith a certain ~~amount~~provisions of ~~cash~~the Companies Act. IfAs ~~too~~an ~~many~~exempted ~~public~~company, ~~shareholders~~we ~~exercise~~applied ~~their~~for ~~redemption~~and ~~rights, we~~received ~~would~~a ~~not~~tax beexemption ~~able~~undertaking tofrom ~~meet~~the ~~such~~Cayman ~~closing~~Islands ~~condition~~government ~~and~~that, asin aaccordance ~~result,~~with ~~would~~Section 6 ~~not~~of bethe ~~able~~Tax toConcessions ~~proceed~~Act ~~with~~(As ~~the~~Revised) ~~business~~of ~~combination.~~the ~~Furthermore~~Cayman Islands, infor noa ~~event~~period ~~will~~of we20 ~~redeem~~years ~~our~~from ~~public~~the ~~shares~~date inof anthe ~~amount~~undertaking, ~~that~~no ~~would~~law ~~cause~~which ~~our~~is ~~net~~enacted ~~tangible~~in ~~assets~~the Cayman Islands imposing any tax to be ~~less~~ ~~than~~levied $5on profits,~~000~~ income,~~001~~ ~~(so~~gains ~~that~~or weappreciations dowill ~~not~~apply ~~then~~to ~~become~~us ~~subject~~or toour ~~the~~operations ~~SEC’s~~and, ~~“penny~~in ~~stock”~~addition, ~~rules).~~that ~~Consequently,~~no iftax ~~accepting~~to ~~all~~be ~~properly~~levied ~~submitted~~on ~~redemption~~profits, ~~requests~~income, ~~would~~gains ~~cause~~or ~~our~~appreciations ~~net~~or ~~tangible~~which ~~assets~~is toin bethe ~~less~~nature ~~than~~of ~~$5,000,001~~estate duty or ~~such~~ ~~greater~~inheritance ~~amount~~tax ~~necessary~~will tobe ~~satisfy~~payable a(i) on ~~closing~~or ~~condition~~in asrespect ~~described~~of ~~above~~our shares, wedebentures ~~would~~or ~~not~~other ~~proceed~~obligations ~~with~~or ~~such~~(ii) by ~~redemption~~way ~~and~~of the ~~related~~withholding ~~business~~in ~~combination~~whole ~~and~~or ~~may~~in ~~instead~~part ~~search~~of ~~for~~a anpayment ~~alternate~~of ~~business~~dividend ~~combination.~~or ~~Prospective~~other ~~targets~~distribution ~~will~~of ~~be aware~~income ofor ~~these~~capital ~~risks~~by ~~and,~~us ~~thus,~~to ~~may~~our beshareholders ~~reluctant~~or toa ~~enter~~payment ~~into~~of principal or interest or other sums due under a ~~business~~debenture ~~combination~~or ~~transaction~~other ~~with~~obligation of us.

22 non-binding

~~Table~~In addition, Section 107 of ~~Contents~~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.

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

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 pernon-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. convertible

debt during the prior three-year period.

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

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

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

equals or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded

~~The~~21 requirement that we consummate an initial business combination within 24 months after the closing of our initial public offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

~~Any~~Table 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 offering. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination within the required time period with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. Contents

$100 million during such completed fiscal year and the market value of our ordinary shares held by

~~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 recent coronavirus (COVID~~non-~~19) outbreak and the status of debt and equity markets.~~ affiliates

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

AITEM ~~novel strain of coronavirus is continuing to spread throughout the world, including the United States~~1A. OnRISK January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic.” 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 FACTORS

23An 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 Class A ordinary shares. 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.

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

~~the~~We ~~business~~have ofno ~~any~~operating ~~potential~~history ~~target business with which we consummate a business combination could be materially~~ and ~~adversely~~no ~~affected. Furthermore~~revenues, weand ~~may~~you ~~be unable to complete a business combination if continued concerns relating to COVID-19 continue to restrict travel, limit the ability to~~ have ~~meetings~~no ~~with~~basis potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on ~~future developments,~~ which ~~are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions~~ to ~~contain~~evaluate ~~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~~achieve aour business ~~combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected~~objective.

InWe ~~addition,~~are ~~our ability~~an toexempted ~~consummate~~company aestablished ~~transaction~~on ~~may~~August 26, be2020 ~~dependent~~under on the ~~ability~~laws toof ~~raise~~the ~~equity~~Cayman Islands and ~~debt~~we ~~financing~~have ~~which~~no ~~may~~operating beresults. ~~impacted~~Because bywe ~~COVID-19~~lack ~~and~~an ~~other~~operating ~~events~~history, ~~including~~you ashave ano ~~result~~basis upon which to evaluate our ability to achieve our business objective of ~~increased~~completing ~~market~~our ~~volatility~~initial business combination with one or more target businesses. We have no plans, ~~decreased~~ ~~market~~arrangements ~~liquidity~~or understandings with any prospective target business concerning a business combination and ~~third-party~~may ~~financing~~be ~~being~~unable ~~unavailable~~to oncomplete ~~terms~~our ~~acceptable~~business combination. If we fail to uscomplete orour atbusiness ~~all~~combination, we will never generate any operating revenues.

~~Finally,~~Our ~~the~~shareholders ~~outbreak~~may ofnot ~~COVID-19~~be ~~may~~afforded ~~also~~an ~~have~~opportunity ~~the~~to ~~effect~~vote ofon ~~heightening~~our ~~many~~proposed ofinitial ~~the~~business ~~other~~combination, ~~risks~~which ~~described~~means inwe ~~this~~may ~~“Risk~~complete ~~Factors”~~our ~~section,~~initial ~~such~~business ascombination ~~those~~even ~~related~~though toa ~~the~~majority ~~market~~of ~~for~~ our ~~securities~~shareholders ~~and~~do ~~cross-border~~not ~~transactions~~support such a combination.

We may not behold ~~able~~a shareholder vote to ~~consummate~~approve anour initial business combination ~~within~~unless 24the ~~months~~business ~~after~~combination would require shareholder approval under applicable Cayman Islands law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or other reasons. For instance, the ~~closing~~Nasdaq rules currently allow us to engage in a tender offer in lieu of a general meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares (excluding any private placement shares to be issued in connection with an initial ~~public~~business ~~offering,~~combination) to a target business as consideration in ~~which~~ ~~case~~any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding ordinary shares (excluding the private placement shares), we would ~~cease~~seek ~~all~~shareholder ~~operations~~approval of such business combination. However, except ~~for~~as required by applicable law or stock exchange rule, the ~~purpose~~decision as to whether we will seek shareholder approval of ~~winding~~a upproposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and wewill be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would ~~redeem~~otherwise require us to seek shareholder approval. Accordingly, we may consummate our ~~public~~initial business combination even if holders of a majority of the outstanding ordinary shares ~~and~~do ~~liquidate~~not approve of the business combination we consummate.

WeYour ~~may~~only ~~not~~opportunity ~~be able~~ to ~~find~~affect ~~a suitable target business and consummate an initial business combination within 24 months after~~ the ~~closing~~investment ofdecision ~~our initial~~regarding ~~public~~a ~~offering.~~potential ~~Our ability to complete our initial~~ business combination may be ~~negatively~~limited ~~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.~~exercise ~~and globally and, while the extent~~ of ~~the~~your ~~impact~~right ~~of the outbreak on us will depend on future developments, it could limit our ability~~ to ~~complete~~redeem ~~our~~your ~~initial~~shares ~~business combination,~~from ~~including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to~~ us orfor ~~at all~~cash. ~~Additionally, the COVID-19 outbreak may negatively impact businesses we may seek to acquire.~~

IfAt wethe ~~have~~time ~~not~~of ~~consummated~~your aninvestment ~~initial~~in ~~business combination within such applicable time period~~us, weyou will: ~~(i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but~~ not ~~more~~be ~~than~~provided ~~ten~~with ~~business~~an ~~days~~opportunity ~~thereafter, redeem the public shares, at a per-share price, payable in cash, equal~~ to ~~the~~evaluate ~~aggregate amount then on deposit in~~ the ~~trust~~specific ~~account,~~merits ~~including interest earned on the funds held in the trust account and not previously released to us to pay our taxes that were paid by us~~ or ~~are~~risks ~~payable~~of ~~by us, if~~ any ~~(less~~target upbusinesses. toSince ~~$100,000~~our board of ~~interest~~directors tomay ~~pay~~complete ~~dissolution~~a ~~expenses),~~business ~~divided~~combination bywithout ~~the~~seeking ~~number~~shareholder ~~of the then-outstanding public shares~~approval, ~~which redemption will completely extinguish~~ public shareholders~~’ rights~~ asmay ~~shareholders~~not ~~(including~~have the right toor ~~receive~~opportunity ~~further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject~~ to ~~the~~vote ~~approval~~on ~~of our remaining shareholders and our board of directors, liquidate and dissolve, subject in~~ the ~~case~~business ~~of clauses (ii) and (iii)~~combination, tounless ~~our~~we ~~obligations~~seek ~~under~~such ~~Cayman~~shareholder ~~Islands law to provide for claims of creditors and the requirements of other applicable law~~approval. ~~Our amended and restated memorandum and articles of association provide that~~Accordingly, ifyour weonly ~~wind~~opportunity ~~up for any other reason prior~~ to affect the ~~consummation~~investment ofdecision ~~our~~regarding ~~initial~~a potential business combination, wemay ~~will~~be ~~follow~~limited ~~the~~to ~~foregoing~~exercising ~~procedures~~your ~~with~~redemption ~~respect~~rights towithin the ~~liquidation~~period of ~~the~~time ~~trust~~(which ~~account~~will asbe ~~promptly~~at ~~as reasonably~~least ~~possible~~20 ~~but not more than ten~~ business days) ~~thereafter,~~set ~~subject~~forth toin ~~applicable~~our ~~Cayman~~tender ~~Islands~~offer ~~law.~~documents Inmailed ~~either~~to ~~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. See “—If third parties bring claims against us, the proceeds held~~ in ~~the~~which ~~trust~~we ~~account~~describe ~~could~~our beinitial ~~reduced~~business ~~and the per-share redemption amount received by shareholders may be less than $10~~combination.00 ~~per public share” and other risk factors herein.~~

2422

Table of Contents

If we seek shareholder approval of our initial business combination, our sponsor~~, directors,~~ ~~executive~~and ~~officers,~~members ~~advisors~~of ~~and~~our ~~their~~management ~~affiliates~~team ~~may~~have ~~elect~~agreed to ~~purchase~~vote ~~public~~in ~~shares,~~favor ~~which~~of ~~may~~such ~~influence~~initial ~~a vote on a proposed~~ business combination, ~~and~~regardless ~~reduce the public “float”~~ of how our ~~Class A~~public ~~ordinary~~shareholders ~~shares~~vote.

Our sponsor owns, on an

basis, 20% of our outstanding ordinary shares (excluding the private placement shares). Our sponsor and members of our management team also may from time to time purchase Class A ordinary shares prior to the completion of our initial business combination. Our amended and restated memorandum and articles of association provide that, 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, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. As a result, in addition to our initial shareholders’ founder shares and private placement shares, we would need 5,146,876, or 35.8%, of the 14,375,000 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 (assuming all issued and outstanding shares are voted and the private placement shares issued to our sponsor are voted in favor of the transaction). Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our sponsor and 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.

InYou ~~the~~will ~~event~~not ~~that our sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who~~ have ~~already~~any ~~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 or ~~(2) satisfy~~interests ~~a closing condition~~ in anfunds ~~agreement~~from ~~with a target that requires us to have a minimum net worth or a certain amount of cash at~~ the ~~closing~~trust ~~of our initial business combination~~account, ~~where~~except itunder ~~appears~~certain ~~that~~limited ~~such requirement would otherwise not be met~~circumstances. ~~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~~Therefore, ifto ~~such~~liquidate ~~purchases~~your ~~are made~~investment, ~~the~~you ~~public “float” of our Class A ordinary shares~~ may be ~~reduced~~forced ~~and the number of beneficial holders of our securities may be reduced, which may make it difficult~~ to ~~maintain~~sell oryour ~~obtain~~public ~~the quotation~~shares, ~~listing~~potentially orat ~~trading of our securities on~~ a ~~national securities exchange~~loss. 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.

IfOur ~~a shareholder~~public ~~fails~~shareholders are entitled to receive ~~notice~~funds from the trust account only upon the earlier to occur of: (i) our ~~offer~~completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, ~~our~~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 ~~fails~~ to ~~comply~~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 ~~procedures~~rights ~~for~~of ~~tendering~~holders ~~its~~of our Class A ordinary shares, ~~such~~and (iii) the redemption of our public shares ~~may~~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 shareholder have any right or interest of any kind to or in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss.

WeThe ~~will~~ability ~~comply~~of ~~with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with~~ our ~~initial~~public ~~business combination.~~shareholders ~~Despite our compliance with these rules, if a shareholder fails~~ to ~~receive~~redeem ~~our~~their ~~proxy~~shares ~~solicitation~~for orcash ~~tender offer materials, as applicable, such shareholder~~ may ~~not~~make ~~become~~our ~~aware~~financial ofcondition ~~the~~unattractive ~~opportunity~~ to ~~redeem~~potential ~~its~~business ~~shares.~~combination ~~In addition~~targets, ~~the proxy~~which ~~solicitation~~may ormake ~~tender~~it ~~offer~~difficult ~~materials,~~for asus ~~applicable, that we will furnish~~ to ~~holders~~enter ofinto ~~our~~a ~~public shares in connection with our initial~~ business combination ~~will describe the various procedures that must be complied~~ with ~~in order to validly redeem or tender public shares. In the event that~~ a ~~shareholder fails to comply with these procedures, its shares may not be redeemed~~target.

AsWe ~~the~~may ~~number~~seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of ~~special~~cash. ~~purpose~~If ~~acquisition~~too ~~companies~~many ~~evaluating~~public ~~targets~~shareholders ~~increases~~exercise their redemption rights, ~~attractive~~we ~~targets~~would ~~may~~not ~~become~~be ~~scarcer~~able to meet such closing condition and, ~~there~~as ~~may~~ a result, would not be ~~more~~able ~~competition~~to ~~for~~proceed ~~attractive~~with ~~targets~~the business combination. ~~This~~Furthermore, ~~could~~in ~~increase~~no ~~the~~event ~~cost~~will ofwe redeem our ~~initial~~public ~~business~~shares ~~combination~~in ~~and~~an ~~could~~amount ~~even~~that ~~result~~would incause our ~~inability~~net tangible assets to ~~find~~be aless ~~target~~than or$5,000,001 (so that we do not then become subject to ~~consummate~~the anSEC’s ~~initial~~“penny ~~business~~stock” ~~combination~~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

In23 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 post-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.

25Table of Contents

~~Table~~related business combination and may instead search for an alternate business combination. Prospective targets will be aware of ~~Contents~~these risks and, thus, may be reluctant to enter into a business combination transaction with us.

~~Because~~The ability of our ~~limited~~public ~~resources~~shareholders ~~and~~to ~~the~~exercise ~~significant~~redemption ~~competition~~rights ~~for~~with ~~business combination~~respect ~~opportunities,~~to ita ~~may~~large benumber ~~more~~of ~~difficult for us to complete~~ our ~~initial~~shares ~~business~~may ~~combination.~~not Ifallow weus doto ~~not~~ complete ~~our~~the ~~initial~~most desirable business combination ~~within the required time period, our public shareholders may receive only approximately $10.00 per public share,~~ or ~~less~~optimize ~~in certain circumstances, on the liquidation of~~ our ~~trust~~capital ~~account~~structure.

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 shares, 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. 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.~~

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.

IfThe ~~the~~ability ~~net proceeds~~ of our ~~initial~~ public ~~offering~~shareholders ~~and~~to ~~the~~exercise ~~sale~~redemption ofrights ~~the~~with ~~private~~respect ~~placement shares not being held in the trust account are insufficient~~ to ~~allow~~a uslarge tonumber ~~operate for the 24 months following the closing~~ of our ~~initial~~shares ~~public offering, it~~ could ~~limit~~increase the ~~amount~~probability ~~available~~that ~~to fund~~ our ~~search for a target business or businesses and complete our~~ initial business combination~~, and~~ wewould ~~will~~be ~~depend~~unsuccessful onand ~~loans~~that ~~from~~you ~~our~~would ~~sponsor~~have ~~or management team~~ to ~~fund~~wait ~~our~~for ~~search~~liquidation ~~and~~in order to ~~complete~~redeem ~~our~~your ~~initial business combination~~shares.

AsIf ofour ~~December 31,~~initial ~~2020,~~business wecombination ~~had~~agreement ~~$968,800~~requires inus ~~cash held outside the trust account~~ to ~~fund~~use ~~our~~a ~~working~~portion ~~capital requirements. We believe that, upon the closing~~ of ~~our initial public offering,~~ the ~~funds~~cash ~~available~~in ~~to us outside of~~ the trust account, ~~together~~to ~~with~~pay ~~funds~~the ~~available~~purchase ~~from loans from our sponsor~~price, ~~members of our management team~~ or ~~any~~requires ofus ~~their affiliates will be sufficient~~ to ~~allow~~ ushave toa ~~operate~~minimum ~~for~~amount 24of ~~months~~cash ~~following~~at closing, the ~~closing~~probability ofthat our initial ~~public~~business ~~offering;~~combination ~~however,~~would ~~our~~be ~~estimate~~unsuccessful ~~may~~is ~~not~~increased. beIf ~~accurate, and~~ our ~~sponsor,~~initial ~~members~~business ofcombination ~~our~~is ~~management~~unsuccessful, ~~team~~you orwould ~~any~~not ofreceive ~~their~~your ~~affiliates~~pro ~~are~~rata ~~under~~portion noof ~~obligation~~the ~~to advance~~ funds ~~to us~~ in ~~such circumstances. Of~~ the ~~funds~~trust ~~available~~account tountil ~~us,~~ we ~~expect~~liquidate ~~to use a portion of~~ the ~~funds~~trust ~~available to us to pay fees to consultants to assist us with our search for a target business~~account. WeIf ~~could~~you ~~also~~are ~~use~~in aneed ~~portion~~ of ~~the~~immediate ~~funds~~liquidity, asyou acould ~~down~~attempt ~~payment or~~ to ~~fund~~sell ayour ~~“no-shop”~~shares ~~provision (a provision~~ in ~~letters~~the ofopen ~~intent~~market; ~~designed~~however, toat ~~keep~~such ~~target~~time ~~businesses~~our ~~from~~shares ~~“shopping”~~may ~~around~~trade ~~for~~at ~~transactions~~a ~~with~~discount ~~other~~to ~~companies~~the orpro ~~investors~~rata onamount ~~terms~~per ~~more favorable~~share toin ~~such~~the ~~target~~trust ~~businesses)~~account. ~~with~~In ~~respect~~either ~~to a particular proposed business combination~~situation, ~~although~~you wemay dosuffer ~~not have any current intention to do so. If we entered into~~ a ~~letter~~material ofloss ~~intent~~on ~~where~~your weinvestment ~~paid~~or ~~for~~lose the ~~right~~benefit toof ~~receive exclusivity from a target business and were subsequently required to forfeit such~~ funds ~~(whether~~expected asin aconnection ~~result~~with of our ~~breach~~redemption oruntil ~~otherwise),~~ we ~~might~~liquidate ~~not~~or ~~have~~you ~~sufficient~~are ~~funds~~able to ~~continue~~sell ~~searching~~your ~~for,~~shares orin ~~conduct~~the ~~due~~open ~~diligence with respect to, a target business~~market.

IfThe werequirement ~~are~~that ~~required~~we toconsummate ~~seek~~an ~~additional~~initial ~~capital,~~business wecombination ~~would~~within ~~need~~24 tomonths ~~borrow~~after ~~funds~~the ~~from~~closing ~~our sponsor, members~~ of our ~~management~~initial ~~team~~public oroffering ~~any of their affiliates or other third parties to operate or~~ may begive ~~forced~~potential totarget ~~liquidate.~~businesses ~~Neither~~leverage ~~our~~over ~~sponsor,~~us ~~members~~in ofnegotiating ~~our~~a ~~management~~business ~~team~~combination ~~nor~~and ~~any~~may oflimit ~~their~~the ~~affiliates~~time iswe ~~under~~have ~~any~~in ~~obligation~~which to ~~advance~~conduct ~~funds~~due todiligence uson inpotential ~~such~~business ~~circumstances.~~combination ~~Any~~targets, ~~such~~in ~~advances~~particular ~~may be~~as ~~repaid~~we ~~only~~approach ~~from~~our ~~funds~~dissolution ~~held~~deadline, ~~outside~~which ~~the~~could ~~trust~~undermine ~~account~~our orability ~~from funds released~~ to uscomplete ~~upon completion of~~ our initial business combination. Upon toterms ~~$1,500,000~~that ofwould ~~such~~produce ~~loans~~value ~~may~~for beour shareholders.

26Any 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 offering. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination within the required time period with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may 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 recent coronavirus

~~Table of Contents~~(COVID-19)

outbreak and the status of debt and equity markets.

The

~~convertible into shares of the post~~COVID-business combination entity at a price of $10.00 per share at the option of the lender. The shares would be identical to the private placement shares. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, members of our management team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we do not complete our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public shares. 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. 19

pandemic has resulted in a widespread health crisis that may continue to adversely affect worldwide economies and financial markets, and the business of any potential target business with which we

We24 ~~may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.~~

WeTable ~~may~~of 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. Contents

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

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

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

impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. Claims may be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,292.68 and imprisonment for five years in the Cayman Islands. COVID-19

and the actions to contain

~~We may not hold an annual general meeting until after the consummation of our initial business combination.~~ COVID-19

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

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on Nasdaq. As an exempted company, there is no requirement under the Companies Act for us to hold annual or general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with 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 threeCOVID-~~year term.~~ 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.

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

27 COVID-19

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

Finally, the continued uncertainty created by

~~Table of Contents~~COVID-19

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 and cross-border transactions.

We may ~~seek~~not ~~acquisition~~be ~~opportunities~~able into ~~industries~~consummate oran ~~sectors~~initial ~~which~~business ~~may~~combination orwithin ~~may~~24 ~~not~~months ~~be outside~~after the closing of our ~~management’s~~initial ~~area~~public offering, in which case we would cease all operations except for the purpose of ~~expertise~~winding up and we would redeem our public shares and liquidate.

We ~~will~~may ~~consider~~not abe ~~business~~able ~~combination~~to ~~outside~~find ~~of our management’s area of expertise if~~ a ~~business~~suitable ~~combination~~ target isbusiness ~~presented to us~~ and weconsummate ~~determine that such candidate offers~~ an ~~attractive~~initial ~~acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular~~ business combination ~~target,~~within we24 ~~may~~months ~~not~~after ~~adequately~~the ~~ascertain~~closing ~~or assess all~~ of ~~the significant risk factors. We also cannot assure you that an investment in~~ our ~~Class A ordinary shares will not ultimately prove to be less favorable to investors in our~~ initial public offering ~~than a direct investment, if an opportunity were available, in a business combination target~~. InOur ~~the~~ability ~~event we elect~~ to ~~pursue~~complete ~~an acquisition outside of the areas of~~ our ~~management’s~~initial ~~expertise,~~business ~~our management’s~~combination ~~expertise~~ may ~~not~~ be ~~directly~~negatively ~~applicable~~impacted toby ~~its~~general ~~evaluation~~market ~~or operation~~conditions, ~~and~~volatility ~~the information contained~~ in ~~this Report regarding~~ the ~~areas~~capital ofand ~~our~~debt ~~management’s~~markets ~~expertise~~and ~~would not be relevant to an understanding of~~ the ~~business that~~other werisks ~~elect~~described ~~to acquire~~herein. AsFor ~~a result~~example, ~~our~~financial ~~management~~markets may ~~not~~ be ~~able~~adversely toaffected ~~adequately~~by ~~ascertain~~current or ~~assess~~anticipated ~~all~~military ~~of the significant risk factors. Accordingly~~conflicts, ~~any~~including ~~holders who choose to retain their securities following our initial business combination could suffer a reduction in~~ the ~~value~~military ofconflict ~~their~~between ~~securities.~~Ukraine, ~~Such holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that~~ the ~~reduction~~Russian ~~was~~Federation ~~due~~and toBelarus ~~the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws~~ that ~~the~~started ~~proxy~~in ~~solicitation~~February ~~or tender offer materials~~2022, ~~as applicable~~terrorism, ~~relating~~sanctions ~~to the business combination contained an actionable material misstatement~~ or ~~material~~other ~~omission~~geopolitical events.

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

~~Our initial shareholders may receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.~~ 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 taxes that were paid by us or are payable by us, 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 each case, 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. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the

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

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

We25 do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.

~~Our~~Table ~~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). As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Contents

28If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.

~~Table~~If we seek shareholder approval of ~~Contents~~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 in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares in such transactions.

In ~~order~~the toevent ~~effectuate~~that anour ~~initial~~sponsor, ~~business~~directors, ~~combination~~executive officers, ~~blank~~advisors ~~check~~or ~~companies~~their ~~have,~~affiliates purchase shares in ~~the~~ ~~recent~~privately ~~past~~negotiated transactions from public shareholders who have already elected to exercise their redemption rights, ~~amended~~such ~~various~~selling ~~provisions~~shareholders ofwould be required to revoke their ~~charters~~prior ~~and~~elections ~~other~~to ~~governing~~redeem ~~instruments~~their shares. WeThe ~~may~~purpose ~~seek~~of any such transaction could be to ~~amend~~(1) vote ~~our~~in ~~amended~~favor ~~and~~of ~~restated~~the ~~memorandum~~business combination and ~~articles~~thereby increase the likelihood of ~~association~~obtaining shareholder approval of the business combination or ~~governing~~(2) satisfy ~~instruments~~a closing condition in an agreement with a ~~manner~~target that ~~will~~requires ~~make~~us itto ~~easier~~have ~~for~~a ~~us to~~minimum ~~complete~~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 ~~shareholders~~securities may result in the completion of our initial business combination that may not ~~support~~otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares 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.

InIf ~~order to effectuate~~ a ~~business combination,~~shareholder ~~blank~~fails check companies have, in the recent past, amended various provisions of their charters and governing instruments. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, and extended the time to ~~consummate~~receive anotice ~~business combination. Amending our amended and restated memorandum and articles~~ of ~~association require at least a special resolution of~~ our ~~shareholders~~offer as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company. In addition, our amended and restated memorandum and articles of association require us to ~~provide~~redeem 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 fails to ~~redeem~~comply ~~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~~procedures offor ~~holders~~tendering ofits ~~our Class A ordinary~~ shares., ~~To the extent any of~~ such ~~amendments~~shares ~~would~~may not be ~~deemed to fundamentally change the nature of the securities included in our initial public offering, we would register, or seek an exemption from registration for, the affected securities~~redeemed.

~~Our~~We ~~initial~~will ~~shareholders~~comply ~~control~~with athe ~~substantial~~proxy ~~interest~~rules or tender offer rules, as applicable, when conducting redemptions in usconnection ~~and~~with ~~thus~~our ~~may~~initial ~~exert~~business acombination. ~~substantial~~Despite ~~influence~~our oncompliance ~~actions~~with ~~requiring~~these rules, if a shareholder ~~vote~~fails to receive our proxy solicitation or tender offer materials, ~~potentially~~as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in aconnection ~~manner~~with our initial business combination will describe the various procedures that ~~you~~must dobe 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 ~~support~~be redeemed.

~~Upon~~As the ~~closing~~number of ~~our~~special ~~initial~~purpose ~~public~~acquisition ~~offering,~~companies ~~our~~evaluating ~~initial shareholders~~targets ~~own~~increases, onattractive antargets ~~as-converted~~may ~~basis,~~become ~~20%~~scarcer ~~of our issued~~ and ~~outstanding~~there ~~ordinary shares (excluding the private placement shares). Accordingly, they~~ may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. If our initial shareholders purchase any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Report. Factors that would be ~~considered~~more incompetition 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 aattractive ~~term of three years with only one class of directors being appointed in each year~~targets. WeThis ~~may~~could ~~not~~increase ~~hold an annual general meeting to appoint new directors prior to~~ the ~~completion~~cost of our initial business combination, inand ~~which~~could ~~case~~even ~~all~~result ~~of the current directors will continue~~ in ~~office until at least the completion of the business combination. If there is an annual meeting, as a consequence of~~ our ~~“staggered”~~ ~~board~~inability ofto ~~directors,~~find ~~only~~ a ~~minority~~target ofor ~~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~~consummate 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~~.

~~After~~In ~~our~~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, itand isthere ~~possible~~are ~~that~~still amany ~~majority~~special ofpurpose ~~our~~acquisition ~~directors~~companies ~~and~~seeking ~~officers~~targets ~~will~~for ~~live~~their ~~outside~~initial ~~the~~business ~~United~~combination. ~~States and~~As ~~all~~a ofresult, ~~our~~at ~~assets~~times, ~~will~~fewer attractive targets may be ~~located~~available, ~~outside~~and ~~the~~it ~~United~~may ~~States;~~require ~~therefore~~more ~~investors~~time, ~~may~~more ~~not~~effort beand ~~able~~more resources to ~~enforce~~identify ~~federal~~a ~~securities~~suitable ~~laws~~target orand ~~their~~to ~~other~~consummate ~~legal~~an ~~rights.~~initial

It26 is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

InTable ~~particular, there is uncertainty as to whether the courts~~ of ~~the Cayman Islands or any other applicable jurisdictions would recognize and enforce judgments of U.S. courts obtained against us or our directors or officers~~ Contents

29business 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 post-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.

~~Table~~Because of ~~Contents~~our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account.

We have encountered 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 shares, our ability to compete with respect to the acquisition of certain target businesses that are sizable is 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. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the

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. per-share

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

~~You~~If ~~will~~the net proceeds of our initial public offering and the sale of the private placement shares not bebeing ~~entitled~~held toin ~~protections~~the ~~normally~~trust ~~afforded~~account are insufficient to ~~investors~~allow us to operate for the 24 months following the closing of ~~many~~our ~~other~~initial ~~blank~~public ~~check~~offering, ~~companies~~it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.

As of December 31, 2021, we had $639,686 in cash held outside the trust account to fund our working capital requirements. We believe that the funds available to us outside of the trust account, together with funds available from loans from our sponsor, members of our management team or any of their affiliates will be sufficient to allow us to operate for 24 months following the closing of our initial public offering; however, our estimate may not be accurate, and our sponsor, members of our management team or any of their affiliates are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a

Since the net proceeds of our initial public offering and the sale of the private placement shares 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 $5,000,001 upon the completion of our initial public offering and the sale of the private placement shares and have filed a Current Report on Form 8no-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 shares were immediately tradable and we have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our initial public offering were subject to Rule 419, that rule would 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. 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

~~Subsequent~~27 to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment.

~~Even~~Table ~~if we conduct due diligence on a target business with which we combine, this diligence may not surface all material issues with a particular target business. In addition, factors outside~~ of the target business and outside of our control may later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a 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 unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. Contents

combination, although we do not have any current intention to do so. If ~~third~~we ~~parties~~entered ~~bring~~into ~~claims~~a ~~against~~letter ~~us,~~of ~~the~~intent ~~proceeds~~where ~~held~~we inpaid for the ~~trust account~~right ~~could~~to bereceive ~~reduced~~exclusivity from a target business and ~~the~~were ~~per-share~~subsequently ~~redemption~~required ~~amount~~to ~~received~~forfeit bysuch ~~shareholders~~funds ~~may~~(whether beas ~~less~~a ~~than~~result ~~$10.00~~of ~~per~~our ~~public~~breach ~~share~~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, members of our management team or any of their affiliates or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances may be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into shares of the post-business combination entity at a price of $10.00 per share at the option of the lender. The shares would be identical to the private placement shares. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, members of our management team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we do not complete our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public shares. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the

Our placing of funds in the trust account may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers (excluding our independent registered public accounting firm), prospective 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. per-share

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

30We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.

~~Table~~We ofmay ~~Contents~~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.

~~Examples~~To ofthe ~~possible~~extent ~~instances where~~ we ~~may~~complete 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~~with 24a ~~months~~large ~~from~~complex ~~the~~business ~~closing of our initial public offering,~~ or ~~upon~~entity ~~the~~with ~~exercise of~~ a ~~redemption~~complex ~~right~~operating ~~in connection with our initial business combination~~structure, we ~~will be required to provide for payment of claims of creditors that were not waived that~~ may also be ~~brought~~affected ~~against us within the 10 years following redemption. Accordingly, the per-share redemption amount received~~ by ~~public~~numerous ~~shareholders~~risks ~~could~~inherent ~~be less than the $10.00 per public share initially held~~ in the ~~trust~~operations ~~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 (excluding our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target~~ business with which we ~~have discussed entering into a transaction agreement~~combine, ~~reduce~~which ~~the~~could ~~amounts~~delay inor ~~the~~prevent ~~trust~~us ~~account~~from toimplementing ~~below~~our ~~the lesser of (i) $10~~strategy.00 ~~per~~Although ~~public~~our ~~share~~management ~~and~~team ~~(ii) the~~endeavors ~~actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due~~ to ~~reductions~~evaluate in the ~~value~~risks ofinherent ~~the trust assets,~~ in each ~~case~~particular ~~net~~target ofbusiness ~~the~~and ~~interest~~its ~~that~~operations, we may not be ~~withdrawn~~able to ~~pay~~properly ~~our~~ascertain ~~tax obligations; provided that such liability will not apply to any claims by a third party~~ or ~~prospective~~assess ~~target~~all ~~business who executed a waiver~~ of ~~any~~the ~~and~~significant ~~all~~risk ~~rights~~factors tountil ~~seek~~we ~~access~~complete toour ~~the~~business ~~trust~~combination. ~~account~~If ~~nor~~we ~~will~~are itnot ~~apply~~able to ~~any~~achieve ~~claims under~~ our ~~indemnity~~desired ofoperational ~~the Underwriters of our initial public offering against certain liabilities~~improvements, ~~including~~or ~~liabilities under~~ the ~~Securities~~improvements ~~Act.~~take ~~Moreover,~~longer ~~in the event that an executed waiver is deemed~~ to beimplement ~~unenforceable~~than ~~against a third party~~anticipated, ~~our~~we ~~sponsor~~may ~~will~~ not ~~be responsible~~achieve to the ~~extent~~gains ofthat ~~any~~we ~~liability for such third party claims~~anticipate. ~~However~~Furthermore, wesome ~~have~~of ~~not~~these ~~asked~~risks ~~our~~and ~~sponsor~~complexities tomay ~~reserve~~be ~~for~~outside ~~such~~of ~~indemnification~~our ~~obligations,~~control ~~nor~~and ~~have~~leave weus ~~independently~~with ~~verified~~no ~~whether~~ability ~~our sponsor has sufficient funds~~ to ~~satisfy its~~control ~~indemnity~~or ~~obligations~~reduce ~~and~~the wechances ~~believe~~ that ~~our~~those ~~sponsor’s~~risks ~~only~~and ~~assets~~complexities ~~are~~will ~~securities~~adversely ofimpact ~~our~~a ~~company~~target business. ~~Our~~Such ~~sponsor~~combination may not be ~~able~~as tosuccessful ~~satisfy~~as ~~those~~a ~~obligations.~~combination ~~None~~with ofa ~~our officers or directors will indemnify us for claims by third parties including~~smaller, ~~without~~less ~~limitation,~~complex ~~claims by vendors and prospective target businesses~~organization.

Our ~~directors~~shareholders may ~~decide~~be ~~not~~held toliable ~~enforce~~for ~~the indemnification~~claims ~~obligations~~by ofthird ~~our~~parties ~~sponsor,~~against ~~resulting~~us into ~~a reduction in~~ the ~~amount~~extent of ~~funds~~distributions inreceived ~~the~~by ~~trust~~them ~~account~~upon ~~available~~redemption ~~for~~of ~~distribution~~their ~~to our public shareholders~~shares.

InIf ~~the~~we ~~event~~are ~~that~~forced ~~the~~to ~~proceeds~~enter ininto ~~the~~an ~~trust~~insolvent ~~account~~liquidation, ~~are~~any ~~reduced~~distributions ~~below~~received ~~the~~by ~~lesser~~shareholders ofcould ~~(i)~~be ~~$10.00~~viewed ~~per~~as ~~public~~an ~~share~~unlawful ~~and~~payment ~~(ii) the~~if ~~actual amount~~it ~~per~~was ~~share~~proved ~~held~~that inimmediately ~~the~~following ~~trust account as of~~ the date ofon ~~the~~which ~~liquidation of~~ the ~~trust~~distribution ~~account~~was ifmade, ~~less~~we ~~than~~were ~~$10.00~~unable ~~per public share due~~ to ~~reductions~~pay inour ~~the~~debts ~~value~~as ofthey ~~the~~fall ~~trust~~due ~~assets,~~ in ~~each~~the ~~case~~ordinary ~~net~~course of ~~the~~business. ~~interest~~As ~~that~~a ~~may be withdrawn to pay our tax obligations~~result, ~~and~~a ~~our~~liquidator ~~sponsor~~could ~~asserts~~seek ~~that it is unable~~ to ~~satisfy~~recover ~~its~~some ~~obligations~~ or ~~that~~all itamounts ~~has~~received noby ~~indemnification~~our ~~obligations~~shareholders. ~~related to a particular claim~~Furthermore, our ~~independent~~ directors ~~would~~may ~~determine~~be ~~whether~~viewed toas ~~take~~having ~~legal~~breached ~~action~~their ~~against~~fiduciary ~~our sponsor~~duties to ~~enforce~~us ~~its~~or ~~indemnification~~our ~~obligations.~~creditors ~~While~~and/or wemay ~~currently~~have ~~expect~~acted ~~that~~in ~~our~~bad ~~independent~~faith, ~~directors~~thereby ~~would~~exposing ~~take~~themselves ~~legal~~and ~~action on~~ our ~~behalf~~company ~~against our sponsor~~ to ~~enforce its indemnification obligations to us~~claims, itby ispaying ~~possible~~public ~~that~~shareholders ~~our independent~~from ~~directors~~the intrust ~~exercising~~account ~~their~~prior ~~business~~to ~~judgment~~addressing ~~and~~the ~~subject~~claims toof ~~their~~creditors. ~~fiduciary~~Claims ~~duties~~ may ~~choose~~be ~~not~~brought toagainst dous sofor inthese ~~any particular instance~~reasons. IfWe and our ~~independent~~ directors ~~choose~~and ~~not~~officers towho ~~enforce~~knowingly ~~these~~and ~~indemnification~~willfully ~~obligations,~~authorized ~~the~~or ~~amount~~permitted ~~of funds~~any ~~in the trust account available for~~ distribution to ~~our public shareholders may~~ be ~~reduced~~paid ~~below~~out ~~$10.00~~of ~~per~~our ~~public share.~~

~~If, after~~28 we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up 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,~~Table ~~after~~of we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Contents

31share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,292.68 and imprisonment for five years in the Cayman Islands.

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

In ~~addition~~accordance with Nasdaq corporate governance requirements, ~~our~~we ~~board~~are ofnot ~~directors~~required ~~may~~to behold ~~viewed~~an asannual ~~having~~meeting ~~breached~~until ~~its~~no ~~fiduciary~~later ~~duty~~than to one year after our ~~creditors~~first ~~and/or~~fiscal ~~having~~year ~~acted~~end infollowing ~~bad~~our ~~faith~~listing on Nasdaq. As an exempted company, ~~thereby~~there ~~exposing~~is ~~itself~~no ~~and~~requirement under the Companies Act for us to ~~claims~~hold ofannual ~~punitive~~or ~~damages,~~general bymeetings ~~paying~~to appoint directors. Until we hold an annual general meeting, public shareholders ~~from~~may not be afforded the ~~trust~~opportunity ~~account~~to ~~prior~~appoint directors and to ~~addressing~~discuss ~~the~~company ~~claims~~affairs with management. Our board of ~~creditors~~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.

~~If,~~We ~~before~~may ~~distributing~~seek ~~the~~acquisition ~~proceeds~~opportunities in ~~the~~industries ~~trust account to our public shareholders, we file a bankruptcy~~ or ~~winding-up~~sectors ~~petition~~which ormay ~~an involuntary bankruptcy~~ or ~~winding-up~~may ~~petition is filed against us that is~~ not ~~dismissed,~~be ~~the~~outside ~~claims~~ of ~~creditors~~our inmanagement’s ~~such~~area ~~proceeding may have priority over the claims~~ of ~~our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced~~expertise.

~~If,~~We ~~before~~will ~~distributing~~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 ~~proceeds~~risks inherent in any particular business combination target, we may not adequately ascertain or assess all of the ~~trust~~significant ~~account~~risk factors. We also cannot assure you that an investment in our Class A ordinary shares will not ultimately prove to be less favorable to investors in our initial public ~~shareholders~~offering than a direct investment, weif ~~file~~an opportunity were available, in a ~~bankruptcy~~business ~~or winding-up~~combination ~~petition~~target. orIn the event we elect to pursue an ~~involuntary~~acquisition ~~bankruptcy~~outside orof ~~winding-up~~the ~~petition~~areas isof ~~filed~~our ~~against~~management’s usexpertise, ~~that~~our ismanagement’s expertise may not ~~dismissed~~be directly applicable to its evaluation or operation, and the ~~proceeds~~information ~~held~~contained in this Report regarding the ~~trust~~areas ~~account~~of ~~could~~our management’s expertise would not be ~~subject~~ relevant to ~~applicable~~an ~~bankruptcy~~understanding ~~law~~of the business that we elect to acquire. As a result, ~~and~~our management may not be ~~included~~able into ~~our~~adequately ~~bankruptcy~~ascertain ~~estate~~or ~~and~~assess ~~subject~~all toof the ~~claims~~significant ofrisk ~~third~~factors. ~~parties~~Accordingly, ~~with~~any ~~priority~~holders ~~over~~who choose to retain their securities following our initial business combination could suffer a reduction in the ~~claims~~value of ~~our~~their ~~shareholders~~securities. ToSuch ~~the~~holders ~~extent~~are ~~any~~unlikely ~~bankruptcy~~to ~~claims~~have ~~deplete~~a ~~the~~remedy ~~trust~~for ~~account,~~such ~~the~~reduction ~~per-share~~in ~~amount~~value unless they are able to successfully claim that ~~would~~the ~~otherwise~~reduction bewas ~~received~~due to the breach by our ~~shareholders~~officers inor ~~connection~~directors ~~with~~of ~~our~~a ~~liquidation~~duty ~~may~~of becare ~~reduced~~or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

~~Holders~~Our ofinitial shareholders may receive additional Class A ordinary shares ~~will~~if ~~not be entitled to vote on any appointment of directors~~ we ~~hold~~issue ~~prior~~shares to ~~the~~consummate ~~completion~~an ~~of our~~ initial business combination.

Prior to the completion of our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the consummation of an initial business combination. as-converted

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

~~Because~~29 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.

WeTable ~~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 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 may not properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. An investment in our Class A ordinary shares may not 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 our initial business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. Contents

32We 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.

~~Table~~Our amended and restated memorandum and articles of ~~Contents~~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). As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

~~Because~~In weorder ~~intend~~ to ~~seek~~effectuate aan initial business combination, ~~with~~blank acheck ~~target~~companies ~~business~~have, in the ~~healthcare~~ recent past, amended various provisions of their charters and ~~healthcare~~other ~~related~~governing ~~industries,~~instruments. weWe ~~expect~~may seek to amend our ~~future~~amended ~~operations~~and torestated bememorandum ~~subject~~and articles of association or governing instruments in a manner that will make it easier for us to ~~risks~~complete ~~associated~~our ~~with~~initial ~~these~~business ~~industries~~combination that our shareholders may not support.

In order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, and extended the time to consummate a business combination. Amending our amended and restated memorandum and articles of association require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least

Because we intend to seek a business combination with a target business in the healthcare and healthcare related industries, we expect our future operations to be subject to risks associated with these industries. Biopharmaceutical, specialty pharmaceutical, medical device, diagnostics and enabling life science technology companies are generally subject to greater governmental regulation than most other industries at the U.S. state and federal levels, and internationally. two-thirds

of our ordinary shares who attend and vote at a general meeting of the company. 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 the securities included in our initial public offering, we would register, or seek an exemption from registration for, the affected securities.

InOur ~~recent~~initial ~~years,~~shareholders ~~both local and national governmental budgets have come under pressure to reduce spending and~~ control ~~healthcare~~a ~~costs,~~substantial ~~which~~interest ~~could~~in ~~both~~us ~~adversely affect regulatory processes~~ and ~~public~~thus ~~funding available for healthcare products, services and facilities. While one intent of healthcare reform is to expand health insurance coverage to more individuals, it~~ may ~~also~~exert ~~involve additional regulatory mandates and other measures designed to constrain medical costs, including coverage and reimbursement for healthcare services. Healthcare reform has had~~ a ~~significant~~substantial ~~impact~~influence on ~~the~~actions ~~healthcare~~requiring ~~industry~~a inshareholder the United States and consequently has the ability to affect companies within the healthcare industry and the biotechnology sector. The ultimate effects of federal healthcare reform or any future legislation or regulationvote, orpotentially ~~healthcare~~in ~~initiatives,~~a ifmanner ~~any,~~that onyou ~~the~~do ~~healthcare~~not industry, including the biotechnology sector, whether implemented at the federal or state level or internationally, cannot be predicted with certainty and such reform, legislation, regulation or initiatives may adversely affect the performance of a potential business combinationsupport.

Our initial shareholders own, on an

Changes in governmental policies may have a material effect on the demand for or costs of certain products and services. A healthcare or biotechnology related company must receive government approvals before introducing new drugs and medical devices or procedures. This process may delay the introduction of these products and services to the marketplace, resulting in increased development costs, delayed cost recovery and loss of competitive advantage to the extent that rival companies have developed competing products or procedures, adversely affecting the company’s revenues and profitability. Failure to obtain governmental approval of a key drug or device or other regulatory action could have a material adverse effect on the business of a target company. Additionally, expansion of facilities by healthcare related providers is subject to “determinations of need” by the appropriate government authorities. This process not only increases the time and cost involved in these expansions, but also makes expansion plans uncertain, limiting the revenue and profitability growth potential of healthcare related facilities operators. as-converted

basis, 20% of our issued and outstanding ordinary shares (excluding the private placement shares). Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. If our initial shareholders purchase any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have 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

~~Certain~~30 healthcare or biotechnology related companies depend on the exclusive rights or patents for the products they develop and distribute. Patents have a limited duration and, upon expiration, other companies may market substantially similar “generic” products that are typically sold at a lower price than the patented product, causing the original developer of the product to lose market share and/or reduce the price charged for the product, resulting in lower profits for the original developer. As a result, the expiration of patents may adversely affect the profitability of these companies. The profitability of healthcare and biotechnology related companies may also be affected, among other factors, by restrictions on government reimbursement for medical expenses, rising or falling costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, a limited product offering, industry innovation, changes in technologies and other market developments. Finally, because the products and services of healthcare and biotechnology related companies affect the health and well-being of many individuals, these companies are especially susceptible to product liability lawsuits.

~~The~~Table ~~healthcare industry and the biotechnology sector spend heavily on research and development. Research findings (e.g., regarding side effects or comparative benefits~~ of one or more particular treatments, services or products) and technological innovation (together with patent expirations) may make any particular treatment, service or product less attractive if previously unknown or underappreciated risks are revealed, or if a more effective, less costly or less risky solution is or becomes available. Any such development could have a material adverse effect on the companies that are target businesses for investment. In recent years, both local and national governmental budgets have come under pressure to reduce spending and control healthcare costs, which could both adversely affect regulatory processes and public funding available for healthcare products, services and facilities. Contents

33each year. We may not hold an annual general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual 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.

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

~~Although~~It weis ~~have~~possible ~~identified~~that ~~general~~after ~~criteria~~our ~~that~~initial webusiness ~~believe~~combination, ~~are~~a ~~important~~majority ~~in evaluating~~of ~~prospective~~our ~~target~~directors ~~businesses,~~and weofficers ~~may~~will ~~enter~~reside ~~into~~outside ~~our~~of ~~initial~~the ~~business~~United ~~combination~~States ~~with~~and aall ~~target~~of ~~that~~our ~~does~~assets ~~not~~will ~~meet~~be ~~such~~located ~~criteria,~~outside ~~and~~of asthe United States. As a result, it may be difficult, or in some cases not possible, for investors in the ~~target~~United ~~business~~States ~~with~~to ~~which~~enforce wetheir ~~enter~~legal ~~into~~rights, to effect service of process upon all of our ~~initial~~directors ~~business~~or ~~combination~~officers ~~may~~or ~~not~~to ~~have attributes~~enforce ~~entirely~~judgments ~~consistent~~of ~~with~~United States courts predicated upon civil liabilities and criminal penalties on our ~~general~~directors ~~criteria~~and officers under United States laws.

~~Although~~In ~~we have identified general criteria for evaluating prospective target businesses~~particular, itthere is ~~possible~~uncertainty ~~that~~as ato ~~target~~whether ~~business~~the ~~with~~courts ~~which we enter into our initial business combination will not have all~~ of ~~these~~the ~~positive~~Cayman ~~attributes.~~Islands ~~If we complete our initial business combination with a target that does not meet some~~ or ~~all~~any ofother ~~these~~applicable ~~criteria,~~jurisdictions ~~such~~would ~~combination~~recognize ~~may~~and ~~not~~enforce bejudgments ~~as successful as a combination with a business that does meet all~~ of ~~our general criteria~~U.S. Incourts ~~addition,~~obtained ifagainst weus ~~announce~~or ~~a prospective business combination with a target that does not meet~~ our ~~general~~ ~~criteria,~~directors aor ~~greater~~officers ~~number~~predicated ofupon ~~shareholders~~the ~~may~~civil ~~exercise~~liability ~~their~~provisions ~~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.~~ Inthe ~~addition,~~securities iflaws ~~shareholder approval~~ of the ~~transaction~~United isStates ~~required~~or byany ~~applicable~~state ~~law~~in orthe ~~stock~~United ~~exchange~~States ~~rule,~~ or weentertain ~~decide~~original toactions ~~obtain~~brought ~~shareholder~~in ~~approval~~the ~~for~~Cayman ~~business~~Islands or any other ~~reasons,~~applicable itjurisdiction’s ~~may~~courts beagainst ~~more difficult for~~ us toor ~~attain shareholder approval of~~ our ~~initial~~directors ~~business~~or ~~combination~~officers ifpredicated upon the ~~target~~securities ~~business~~laws ~~does~~of ~~not meet our general criteria. If we do not complete our initial business combination within~~ the ~~required~~United ~~time~~States ~~period, our public shareholders may receive only approximately $10.00 per public share,~~ or ~~less~~any state in ~~certain circumstances, on~~ the ~~liquidation~~United ~~of our trust account~~States.

WeYou ~~are~~will not ~~required~~be entitled to ~~obtain an~~protections ~~opinion~~normally ~~from~~afforded ~~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~~investors ~~shareholders~~of ~~from~~many aother ~~financial~~blank ~~point~~check ~~of view~~companies.

~~Unless we complete our initial business combination with an affiliated entity~~8-K, 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.

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 our shares were immediately tradable and we have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our initial public offering 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 ~~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., Wewe may ~~also~~be ~~issue~~required ~~Class A~~to ~~ordinary~~take ~~shares~~write-downs ~~upon~~or ~~the~~write-offs, ~~conversion~~restructuring ofand ~~the~~impairment ~~founder~~or ~~shares~~other atcharges athat ~~ratio~~could ~~greater~~have ~~than~~a ~~one-to-one~~significant atnegative ~~the~~effect ~~time~~on of our ~~initial~~financial ~~business~~condition, ~~combination~~results asof aoperations ~~result~~and of the ~~anti-dilution~~share ~~provisions~~price ~~contained~~of in our ~~amended~~securities, ~~and~~which ~~restated~~could ~~memorandum~~cause ~~and~~you ~~articles~~to ~~of association.~~lose ~~Any~~some ~~such~~or ~~issuances~~all ~~would dilute the interest~~ of ~~our~~your ~~shareholders and likely present other risks~~investment.

Even if we conduct due diligence on a target business with which we combine, this diligence may not surface all material issues with a particular target business. In addition, factors outside of the target business and outside of our control may later arise. As a result of these factors, we may be forced to later write-down or

Our amended and restated memorandum and articles of association authorize the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. There are 185,137,500 and 16,406,250 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares issuable upon conversion of the Class B ordinary shares, if any. The Class B ordinary shares are automatically convertible into Class A ordinary shares at the time of our initial business combination as described herein and in our amended and restated memorandum and articles of association. There are no preference shares issued and outstanding. write-off

assets, restructure our operations, or incur impairment or other charges that could result in our reporting

We31 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 upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth herein. However, our amended and restated memorandum and articles of association provide, among other things, that prior to the completion of our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:

•Table ~~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;Contents

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

34 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

~~Table of Contents~~pre-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 unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

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

~~• 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

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

•Our ~~could~~placing ~~cause~~of afunds ~~change~~in the trust account may not protect those funds from third party claims against us. Although we seek to have all vendors, service providers (excluding 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 ~~control~~or ifto aany ~~substantial~~monies ~~number~~held in the trust account for the benefit of our ~~Class~~public Ashareholders, ~~ordinary~~such ~~shares~~parties ~~are~~may ~~issued~~not execute such agreements, ~~which~~or even if they execute such agreements, they may ~~affect~~not be prevented from bringing claims against the trust account, ~~among~~including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other ~~things~~similar claims, ~~our~~as ~~ability~~well as claims challenging the enforceability of the waiver, in each case in order to ~~use~~gain ~~our~~advantage ~~net~~with ~~operating~~respect ~~loss~~to ~~carry~~a ~~forwards~~claim against our assets, ifincluding the funds held in the trust account. If any, ~~and~~third ~~could~~party ~~result~~refuses to execute an agreement waiving such claims to the monies held in the ~~resignation~~trust oraccount, ~~removal~~our management will perform an analysis of ~~our~~the ~~present~~alternatives ~~officers~~available to it and ~~directors;~~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 10 years following redemption. Accordingly, the

~~• may have the effect of delaying or preventing a change of control of us by diluting the~~ per-share ~~ownership or voting rights of a person seeking to obtain control of us; and~~

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 (excluding our independent registered public accounting firm) 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 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 who executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the Underwriters of 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

•32 ~~may adversely affect prevailing market prices for our Class A ordinary shares.~~

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

Wewill ~~anticipate~~not ~~that~~be ~~the~~responsible ~~investigation~~to ~~of each specific target business and~~ the ~~negotiation,~~extent ~~drafting and execution~~ of ~~relevant~~any ~~agreements,~~liability ~~disclosure documents and other instruments will require substantial management time and attention and substantial costs~~ for ~~accountants,~~such ~~attorneys~~third ~~and~~party ~~others~~claims. IfHowever, we ~~decide~~have not ~~to complete~~asked aour ~~specific~~sponsor ~~initial business combination, the costs incurred up~~ to ~~that~~reserve ~~point~~ for ~~the~~such ~~proposed~~indemnification ~~transaction~~obligations, ~~likely~~nor ~~would~~have ~~not~~we beindependently ~~recoverable.~~verified ~~Furthermore,~~whether ifour wesponsor ~~reach~~has ansufficient ~~agreement~~funds ~~relating~~ to asatisfy ~~specific~~its ~~target~~indemnity ~~business,~~obligations and we ~~may~~believe ~~fail~~that ~~to complete~~ our ~~initial~~sponsor’s ~~business~~only ~~combination~~assets ~~for~~are ~~any~~securities ~~number~~ of ~~reasons including those beyond~~ our ~~control~~company. ~~Any~~Our ~~such~~sponsor ~~event~~may ~~will~~not ~~result~~be inable ~~a loss~~ to ussatisfy ofthose ~~the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business~~obligations. IfNone weof ~~do not complete~~ our ~~initial~~officers ~~business~~or ~~combination~~directors ~~within~~will ~~the~~indemnify ~~required~~us ~~time~~for ~~period,~~claims ~~our~~by ~~public~~third ~~shareholders~~parties ~~may receive only approximately $10.00 per public share~~including, orwithout ~~less in certain circumstances~~limitation, onclaims ~~the liquidation~~by ofvendors ~~our~~and ~~trust~~prospective ~~account~~target businesses.

~~Compliance~~Our ~~obligations~~directors ~~under~~may ~~the~~decide ~~Sarbanes-Oxley~~not ~~Act~~to ~~may~~enforce ~~make~~the itindemnification ~~more~~obligations ~~difficult~~of ~~for~~our ussponsor, ~~to effectuate~~resulting in a ~~business~~reduction ~~combination,~~in ~~require~~the ~~substantial~~amount ~~financial~~of ~~and~~funds ~~management~~in ~~resources,~~the ~~and~~trust ~~increase~~account ~~the~~available ~~time~~for ~~and~~distribution ~~costs~~to ofour ~~completing~~public ~~an acquisition~~shareholders.

~~Section 404~~In ofthe event that the ~~Sarbanes-Oxley~~proceeds ~~Act~~in ~~requires~~the ~~that~~trust weaccount ~~evaluate~~are reduced below the lesser of (i) $10.00 per public share and ~~report~~(ii) the onactual ~~our~~amount ~~system~~per ofshare ~~internal~~held ~~control~~in ~~beginning~~the ~~with~~trust ~~our~~account ~~Annual Report~~as onof ~~Form~~the ~~10-K~~date ~~for~~of the ~~year~~liquidation ~~ending~~of ~~December 31,~~the ~~2021~~trust account if less than $10.00 ~~Only~~per public share due to reductions in the ~~event~~value weof ~~are~~the ~~deemed~~trust toassets, bein aeach ~~large~~case ~~accelerated~~net ~~filer~~of orthe aninterest ~~accelerated~~that ~~filer~~may ~~and~~be nowithdrawn ~~longer~~to ~~qualify~~pay asour antax ~~emerging~~obligations, ~~growth~~and ~~company,~~our ~~will we~~sponsor beasserts ~~required~~that it is unable to ~~comply~~satisfy ~~with~~its ~~the~~obligations ~~independent~~or ~~registered~~that ~~public~~it ~~accounting~~has ~~firm~~no ~~attestation~~indemnification ~~requirement~~obligations onrelated to a particular claim, our ~~internal~~independent ~~control~~directors ~~over~~would ~~financial~~determine ~~reporting.~~whether ~~The~~to ~~fact~~take ~~that~~legal weaction ~~are~~against aour ~~blank~~sponsor ~~check~~to ~~company~~enforce ~~makes~~its ~~compliance~~indemnification ~~with~~obligations. ~~the~~While ~~requirements~~we ofcurrently ~~the Sarbanes-Oxley~~expect ~~Act~~that ~~particularly~~our ~~burdensome~~independent ondirectors uswould astake ~~compared~~legal toaction ~~other~~on ~~public~~our ~~companies~~behalf ~~because~~against aour ~~target~~sponsor ~~business~~to ~~with~~enforce ~~which~~its weindemnification ~~seek~~obligations to ~~complete~~us, ~~our~~it ~~initial~~is ~~business~~possible ~~combination~~that ~~may~~our ~~not~~independent bedirectors in ~~compliance~~exercising ~~with~~their ~~the~~business ~~provisions~~judgment ofand ~~the~~subject ~~Sarbanes-Oxley~~to ~~Act regarding~~their ~~adequacy~~fiduciary ofduties ~~its~~may ~~internal~~choose ~~controls.~~not ~~The~~to ~~development~~do ofso ~~the~~in ~~internal~~any ~~control~~particular ofinstance. ~~any~~If ~~such~~our ~~entity~~independent directors choose not to ~~achieve~~enforce ~~compliance~~these ~~with~~indemnification obligations, the ~~Sarbanes-Oxley~~amount ~~Act~~of ~~may~~funds ~~increase~~in the ~~time~~trust ~~and~~account ~~costs~~available ~~necessary~~for distribution to ~~complete~~our ~~any~~public ~~such~~shareholders ~~acquisition~~may be reduced below $10.00 per public share.

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

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

petition or an involuntary bankruptcy or

When 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 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

35 winding-up

petition or an involuntary bankruptcy or

~~Table of Contents~~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 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.

~~business’s~~In ~~management not possess the skills~~addition, ~~qualifications~~our orboard ~~abilities necessary to manage a public company, the operations and profitability~~ of ~~the~~directors ~~post-combination business~~ may be ~~negatively~~viewed ~~impacted.~~as ~~Accordingly,~~having ~~any~~breached ~~holders~~its ~~who~~fiduciary ~~choose~~duty to ~~retain~~our ~~their~~creditors ~~securities~~and/or ~~following~~having ~~our~~acted ~~initial~~in ~~business~~bad ~~combination~~faith, ~~could~~thereby ~~suffer~~exposing aitself ~~reduction~~and inus ~~the~~to ~~value~~claims of ~~their~~ ~~securities.~~punitive ~~Such~~damages, ~~holders~~by ~~are~~paying ~~unlikely~~public toshareholders ~~have~~from athe ~~remedy~~trust ~~for~~account ~~such~~prior ~~reduction~~to inaddressing ~~value~~the claims of creditors.

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

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

petition or an involuntary bankruptcy or

Although we have no commitments as of the date of this Report to issue any notes or other debt, or to otherwise incur 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: 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

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

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

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

• 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;winding-up

petition or an involuntary bankruptcy or

~~• our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;~~winding-up

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

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

•33 ~~our inability to pay dividends on our Class A ordinary shares;~~

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

•Holders ~~limitations~~of onClass A ~~our~~ordinary ~~flexibility~~shares inwill ~~planning~~not ~~for~~be ~~and~~entitled ~~reacting~~ to ~~changes~~vote inon ~~our~~any ~~business~~appointment ~~and~~of indirectors we hold prior to the ~~industry~~completion inof ~~which~~our weinitial ~~operate;~~business combination.

•Prior ~~increased~~to ~~vulnerability~~the completion of our initial business combination, only holders of our founder shares will have the right to ~~adverse~~vote ~~changes~~on inthe ~~general~~appointment ~~economic~~of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, ~~industry~~prior ~~and~~to ~~competitive~~the ~~conditions~~completion ~~and~~of ~~adverse~~an ~~changes~~initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in ~~government~~the ~~regulation;~~management ~~and~~of our company prior to the consummation of an initial business combination.

•Because ~~limitations~~we onare ~~our~~neither ~~ability~~limited to ~~borrow~~evaluating ~~additional~~a ~~amounts~~target ~~for~~business ~~expenses,~~in ~~capital~~a ~~expenditures,~~particular ~~acquisitions,~~industry ~~debt~~sector ~~service~~nor ~~requirements,~~have ~~execution~~we ofselected ~~our~~any ~~strategy~~specific ~~and~~target ~~other~~businesses ~~purposes~~with ~~and~~which ~~other~~to ~~disadvantages~~pursue ~~compared~~our initial business combination, you will be unable to ~~our~~ascertain ~~competitors~~the ~~who~~merits ~~have~~or ~~less~~risks ~~debt~~of any particular target business’s operations.

We may ~~only~~pursue bebusiness ~~able~~combination opportunities in any sector, except that we are not, under our amended and restated memorandum and articles of association, permitted to ~~complete~~effectuate ~~one~~our initial business combination 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 ~~proceeds~~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 ~~public~~business ~~offering~~combination, ~~and~~we may be affected by numerous risks inherent in the ~~sale~~business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of ~~the~~sales ~~private placement~~or ~~shares~~earnings, ~~which~~we ~~will~~may ~~cause~~be usaffected 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 beevaluate ~~solely~~the ~~dependent~~risks oninherent in a ~~single~~particular target business, ~~which~~we may ~~have~~not aproperly ~~limited~~ascertain ~~number~~or assess all of ~~products~~the significant risk factors or ~~services~~that we will have adequate time to complete due diligence. ~~This~~Furthermore, ~~lack~~some of ~~diversification~~these risks may ~~negatively~~be ~~impact~~outside of our ~~operations~~control and ~~profitability~~leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. An investment in our Class A ordinary shares may not 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 our initial business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

AsBecause ofwe ~~December 31,~~intend ~~2020,~~to weseek ~~had~~a ~~approximately~~business ~~$139,688,454~~combination ~~available~~with toa ~~consummate~~target anbusiness ~~initial~~in ~~business~~the ~~combination~~healthcare ~~after~~and ~~payment~~healthcare ofrelated ~~the estimated~~industries, ~~expenses~~we ofexpect our ~~initial~~future ~~public~~operations ~~offering~~to ~~and~~be ~~$5,031,250~~subject ofto ~~deferred~~risks ~~underwriting~~associated ~~fees~~with these industries.

WeBecause ~~may~~we ~~effectuate~~intend ~~our~~to ~~initial~~seek a business combination with a ~~single~~ target business orin ~~multiple~~the ~~target~~healthcare ~~businesses~~and ~~simultaneously~~healthcare orrelated ~~within~~industries, awe ~~short~~expect ~~period~~our offuture ~~time~~operations to be subject to risks associated with these industries. ~~However~~Biopharmaceutical, wespecialty ~~may~~pharmaceutical, ~~not~~medical bedevice, ~~able~~diagnostics and enabling life science technology companies are generally subject to ~~effectuate~~greater ~~our~~governmental ~~initial~~regulation than most other industries at the U.S. state and federal levels, and internationally.

36In recent years, both local and national governmental budgets have come under pressure to reduce spending and control healthcare costs, which could both adversely affect regulatory processes and public funding available for healthcare products, services and facilities. While one intent of healthcare reform is to expand health insurance coverage to more individuals, it may also involve additional regulatory mandates and other measures designed to constrain medical costs, including coverage and reimbursement for healthcare services. Healthcare reform has had a significant impact on the healthcare industry in the United States and consequently has the ability to affect companies within the healthcare industry and the biotechnology sector. The ultimate effects of

~~Table~~34 ~~of Contents~~

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

•federal ~~solely~~healthcare ~~dependent~~reform ~~upon~~or any future legislation or regulation, or healthcare initiatives, if any, on the ~~performance~~healthcare ofindustry, aincluding ~~single~~the ~~business~~biotechnology sector, ~~property~~whether implemented at the federal or ~~asset;~~state level or internationally, cannot be predicted with certainty and such reform, legislation, regulation or initiatives may adversely affect the performance of a potential business combination.

•Changes ~~dependent~~in ~~upon~~governmental policies may have a material effect on the demand for or costs of certain products and services. A healthcare or biotechnology related company must receive government approvals before introducing new drugs and medical devices or procedures. This process may delay the introduction of these products and services to the marketplace, resulting in increased development costs, delayed cost recovery and loss of competitive advantage to the extent that rival companies have developed competing products or ~~market~~procedures, ~~acceptance~~adversely affecting the company’s revenues and profitability. Failure to obtain governmental approval of a ~~single~~key drug or ~~limited~~device ~~number~~or other regulatory action could have a material adverse effect on the business of ~~products~~a target company. Additionally, ~~processes~~expansion orof ~~services~~facilities by healthcare related providers is subject to “determinations of need” by the appropriate government authorities. This process not only increases the time and cost involved in these expansions, but also makes expansion plans uncertain, limiting the revenue and profitability growth potential of healthcare related facilities operators.

~~This~~Certain ~~lack~~healthcare ofor ~~diversification~~biotechnology related companies depend on the exclusive rights or patents for the products they develop and distribute. Patents have a limited duration and, upon expiration, other companies may ~~subject~~market ussubstantially similar “generic” products that are typically sold at a lower price than the patented product, causing the original developer of the product to ~~numerous~~lose ~~economic~~market share and/or reduce the price charged for the product, ~~competitive~~resulting in lower profits for the original developer. As a result, the expiration of patents may adversely affect the profitability of these companies. The profitability of healthcare and ~~regulatory~~biotechnology ~~risks~~related companies may also be affected, ~~any~~among other factors, by restrictions on government reimbursement for medical expenses, rising or ~~all~~ falling costs of ~~which~~medical ~~may~~products ~~have~~and aservices, ~~substantial~~pricing ~~adverse~~pressure, ~~impact~~an ~~upon~~increased ~~the~~emphasis ~~particular~~on outpatient services, a limited product offering, industry innovation, changes in ~~which~~technologies weand ~~may~~other ~~operate~~market ~~subsequent~~developments. toFinally, ~~our~~because ~~initial~~the ~~business~~products ~~combination~~and services of healthcare and biotechnology related companies affect the health and well-being of many individuals, these companies are especially susceptible to product liability lawsuits.

WeThe ~~may~~healthcare ~~attempt~~industry toand ~~simultaneously~~the ~~complete~~biotechnology ~~business~~sector ~~combinations~~spend ~~with~~heavily ~~multiple~~on ~~prospective~~research ~~targets~~and development. Research findings (e.g., ~~which~~regarding side effects or comparative benefits of one or more particular treatments, services or products) and technological innovation (together with patent expirations) may ~~hinder~~make ~~our~~any ~~ability~~particular ~~to complete~~treatment, ~~our~~service ~~initial~~or ~~business~~product ~~combination~~less attractive if previously unknown or underappreciated risks are revealed, or if a more effective, less costly or less risky solution is or becomes available. Any such development could have a material adverse effect on the companies that are target businesses for investment. In recent years, both local and ~~give~~national ~~rise~~governmental budgets have come under pressure to ~~increased~~reduce ~~costs~~spending and ~~risks~~control ~~that~~healthcare costs, which could ~~negatively~~both ~~impact~~adversely ~~our~~affect ~~operations~~regulatory processes and ~~profitability~~public funding available for healthcare products, services and facilities.

IfAlthough we ~~determine~~have toidentified ~~simultaneously~~general ~~acquire~~criteria ~~several businesses~~ that ~~are owned by different sellers,~~ we ~~will~~believe ~~need~~are ~~for~~important ~~each~~in ofevaluating ~~such~~prospective ~~sellers~~target ~~to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations~~businesses, ~~which~~we may ~~make~~enter itinto ~~more difficult for us, and delay~~ our ~~ability, to complete our~~ initial business combination. ~~With~~with ~~multiple business~~a ~~combinations,~~target wethat ~~could~~does ~~also~~not ~~face~~meet ~~additional~~such ~~risks~~criteria, ~~including additional burdens~~ and ~~costs~~as ~~with~~a ~~respect~~result, ~~to possible multiple negotiations and due diligence (if there are multiple sellers) and~~ the ~~additional~~target ~~risks~~business ~~associated~~ with ~~the subsequent~~which ~~assimilation~~we ofenter ~~the~~into ~~operations~~our ~~and~~initial ~~services or products of the acquired companies in a single operating~~ business. Ifcombination wemay ~~are~~not ~~unable~~have toattributes ~~adequately~~entirely ~~address~~consistent ~~these~~with ~~risks, it could negatively impact~~ our ~~profitability~~general ~~and results of operations~~criteria.

WeAlthough ~~may~~we ~~attempt~~have toidentified general criteria 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 ~~private~~target ~~company~~that ~~about~~does ~~which~~not ~~little~~meet ~~information~~some isor ~~available~~all of these criteria, ~~which~~ such combination may ~~result~~not inbe as successful as a combination with a business that does meet all of our general criteria. In addition, if we announce a prospective business combination with a ~~company~~target that isdoes not asmeet ~~profitable~~our asgeneral wecriteria, ~~suspected~~a greater number of shareholders may exercise their redemption rights, ifwhich atmay ~~all~~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

In35 pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

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

~~The~~or ~~federal~~stock ~~proxy~~exchange ~~rules~~rule, ~~require~~or ~~that~~we adecide ~~proxy statement with respect~~ to aobtain ~~vote~~shareholder onapproval ~~our~~for ~~proposed~~ business ~~combination include historical and/~~or ~~pro~~other ~~forma financial statement disclosure. We will include the same financial statements disclosure in connection with our tender offer documents~~reasons, ~~whether or~~it ~~not they are required under the tender offer rules. These financial statements~~ may be ~~required~~more todifficult befor ~~prepared~~us ~~in accordance with, or be reconciled~~ to, ~~accounting~~attain ~~principles~~shareholder ~~generally~~approval ~~accepted in the United States~~ of ~~America,~~our orinitial ~~GAAP,~~business ~~or international~~combination ~~financial~~if ~~reporting standards as issued by~~ the ~~International~~target ~~Accounting~~business ~~Standards~~does ~~Board,~~not ormeet ~~IFRS,~~our ~~depending~~general oncriteria. ~~the~~If ~~circumstances~~we ~~and~~do ~~the~~not ~~historical~~complete ~~statements~~our ~~may~~initial bebusiness ~~required~~combination towithin ~~be audited in accordance with~~ the ~~standards~~required oftime ~~the Public Company Accounting Oversight Board (United States)~~period, orour ~~PCAOB.~~public ~~These~~shareholders ~~financial statement requirements~~ may ~~limit~~receive ~~the~~only ~~pool~~approximately of$10.00 ~~potential~~per ~~target~~public ~~businesses~~share, weor ~~may~~less ~~acquire because some targets may be unable to provide such statements~~ in ~~time~~certain ~~for~~circumstances, uson ~~to disclose such statements in accordance with federal proxy rules and complete our initial business combination within 24 months from~~ the ~~closing~~liquidation of our ~~initial~~trust ~~public offering~~account.

37We 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.

~~Table~~Unless 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 ~~Contents~~view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.

We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than

~~If we do not consummate an initial business combination within 24 months from the closing of our initial public offering, our public shareholders may be forced~~ one-to ~~wait beyond such 24 months before redemption from our trust account.~~ -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.

IfOur weamended doand ~~not~~restated ~~consummate~~memorandum anand ~~initial~~articles ~~business~~of ~~combination~~association ~~within~~authorize ~~24 months from~~ the ~~closing~~issuance of ~~our~~up ~~initial~~to ~~public offering~~200,000,000 ~~the~~Class A ~~proceeds~~ordinary ~~then on deposit in the trust account~~shares, ~~including~~par ~~interest~~value ~~earned~~$0.0001 onper ~~the funds held in the trust account and not previously released to us to pay our taxes that were paid by us or are payable by us~~share, ~~if any (less up to $100~~20,000 ~~of interest to pay dissolution expenses)~~,000 ~~will~~Class B beordinary ~~used to fund the redemption of our public~~ shares, aspar ~~further~~value ~~described herein~~$0.0001 ~~Any~~per ~~redemption~~share, ~~of public shareholders from the trust account will be effected automatically by function of our amended~~ and ~~restated~~1,000,000 ~~memorandum~~preference ~~and articles~~shares, ofpar ~~association~~value ~~prior~~$0.0001 toper ~~any voluntary winding up~~share. IfThere we are ~~required to wind up~~185,137,500 ~~liquidate the trust account~~ and ~~distribute such amount therein~~16, ~~pro rata~~406,250 toauthorized ~~our~~but ~~public~~unissued ~~shareholders,~~Class A asordinary ~~part~~shares ofand ~~any~~Class B ~~liquidation~~ordinary ~~process~~shares, ~~such winding up~~respectively, ~~liquidation~~ ~~and~~available ~~distribution~~for ~~must~~issuance ~~comply~~which ~~with~~amount ~~the~~does ~~applicable~~not ~~provisions~~take ofinto ~~the~~account ~~Companies~~shares ~~Act.~~issuable Inupon ~~that~~conversion ~~case, investors may be forced to wait beyond 24 months from the closing~~ of ~~our initial public offering before~~ the ~~redemption~~Class B ~~proceeds~~ordinary ~~of our trust account become available to them~~shares, ~~and~~if ~~they receive the return of their pro rata portion of the proceeds from our trust account~~any. WeThe ~~have~~Class B noordinary ~~obligation~~shares toare ~~return~~automatically ~~funds~~convertible tointo 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~~at ~~our~~the ~~redemption~~time orof ~~any liquidation will public shareholders be entitled to distributions if we do not complete~~ our initial business combination ~~and~~as dodescribed ~~not~~herein ~~amend~~and ~~certain~~in ~~provisions of~~ our amended and restated memorandum and articles of association. ~~Our~~There ~~amended~~are ~~and~~no ~~restated~~preference ~~memorandum~~shares issued 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 lawoutstanding.

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 upon conversion of the Class B ordinary shares at a ratio greater than

~~If we are deemed~~ one-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. -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 the completion of our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:

If• wemay ~~are~~significantly ~~deemed~~dilute tothe beequity aninterest ~~investment~~of ~~company~~our ~~under~~investors, which dilution would increase if the ~~Investment~~anti-dilution ~~Company~~provisions ~~Act,~~in ~~our~~the ~~activities~~Class ~~may~~B beordinary ~~restricted,~~shares ~~including:~~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;

• ~~restrictions~~may onsubordinate the ~~nature~~rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our ~~investments;~~Class ~~and~~A ordinary shares;

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

InTable ~~addition,~~of ~~we may have imposed upon us burdensome requirements, including:~~ Contents

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

• ~~adoption~~may have the effect of delaying or preventing a ~~specific~~change ~~form~~of control of ~~corporate~~us ~~structure~~by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

• ~~reporting,~~may ~~record~~adversely ~~keeping,~~affect ~~voting,~~prevailing ~~proxy~~market ~~and~~prices ~~disclosure~~for ~~requirements~~our ~~and~~Class ~~other~~A ~~rules~~ordinary ~~and regulations that we are currently not subject to~~shares.

InResources ~~order~~could ~~not to~~ be ~~regulated~~wasted asin anresearching ~~investment~~acquisitions ~~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~~completed, ~~reinvesting,~~which ~~owning,~~could ~~holding~~materially oradversely ~~trading “investment~~affect ~~securities”~~subsequent ~~constituting~~attempts ~~more~~to ~~than~~locate ~~40% of our assets (exclusive of U.S. government securities~~ and ~~cash~~acquire ~~items)~~or onmerge anwith ~~unconsolidated~~another ~~basis~~business. ~~Our~~If ~~business~~we ~~will~~do benot ~~to identify and~~ complete aour ~~business~~initial ~~combination and thereafter to operate the post-~~business combination ~~business~~within ~~or assets for~~ the ~~long~~required ~~term.~~time Weperiod, doour ~~not~~public ~~plan~~shareholders tomay ~~buy~~receive ~~businesses~~only orapproximately ~~assets~~$10.00 ~~with~~per apublic ~~view~~share, ~~to resale~~ or ~~profit~~less ~~from~~in ~~their~~certain ~~resale.~~circumstances, Weon dothe ~~not~~liquidation ~~plan~~of toour ~~buy~~trust ~~unrelated businesses or assets or to be a passive investor~~account.

38We 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 business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account.

~~Table~~Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of ~~Contents~~completing an acquisition.

We do 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)~~404 of the ~~Investment~~Sarbanes-Oxley ~~Company~~ Act ~~having~~required athat ~~maturity~~we ofevaluate ~~185~~and ~~days~~report oron ~~less~~our ~~or in~~system ~~money~~of ~~market~~internal ~~funds~~control ~~meeting~~beginning ~~certain~~with ~~conditions~~this ~~under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U~~Report.S. ~~government~~Only ~~treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest~~ in ~~other securities or assets. By restricting~~ the ~~investment~~event ofwe ~~the~~are ~~proceeds~~deemed to ~~these~~be ~~instruments, and by having~~ a ~~business~~large ~~plan~~accelerated ~~targeted~~filer ator ~~acquiring~~an ~~and~~accelerated ~~growing~~filer ~~businesses for the long term (rather than on buying~~ and ~~selling~~no ~~businesses~~longer inqualify ~~the~~as ~~manner~~an ofemerging agrowth ~~merchant bank or private equity fund)~~company, will we ~~intend~~be required to ~~avoid~~comply ~~being~~with ~~deemed an “investment company” within~~ the ~~meaning~~independent ofregistered ~~the~~public ~~Investment~~accounting ~~Company~~firm ~~Act.~~attestation Anrequirement ~~investment~~on in our ~~securities~~internal iscontrol ~~not intended~~over ~~for~~financial ~~persons who are seeking a return on investments in government securities or investment securities~~reporting. The ~~trust~~fact ~~account~~that iswe ~~intended~~are as a ~~holding~~blank ~~place~~check ~~for~~company ~~funds~~makes ~~pending~~compliance ~~the~~with ~~earliest to occur of either: (i)~~ the ~~completion~~requirements of ~~our initial business combination; (ii)~~ the ~~redemption~~Sarbanes-Oxley ofAct ~~any~~particularly ~~public~~burdensome ~~shares~~on ~~properly~~us ~~tendered~~as incompared ~~connection with a shareholder vote~~ to ~~amend~~other ~~our~~public ~~amended~~companies ~~and~~because ~~restated~~a ~~memorandum~~target ~~and~~business ~~articles~~with ofwhich ~~association~~we ~~(A) to~~seek ~~modify the substance or timing of our obligation~~ to ~~provide~~complete ~~holders of~~ our ~~Class A ordinary shares the right to have their shares redeemed in connection with our~~ initial business combination ormay ~~to redeem 100% of our public shares if we do~~ not ~~complete~~be ~~our~~in ~~initial~~compliance ~~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~~provisions of ~~holders of our Class A ordinary shares, and (iii)~~ the ~~redemption~~Sarbanes-Oxley ofAct ~~our~~regarding ~~public~~adequacy ~~shares if we have not consummated an initial business within 24 months from the closing~~ of ~~our~~its ~~initial~~internal ~~public offering, subject to applicable law and as further described herein~~controls. IfThe wedevelopment doof ~~not invest~~ the ~~proceeds~~internal ascontrol ~~discussed~~of ~~above,~~any wesuch ~~may~~entity ~~be deemed~~ to ~~be subject~~achieve tocompliance with the ~~Investment~~Sarbanes-Oxley ~~Company~~ Act. Ifmay weincrease ~~were deemed to be subject to~~ the ~~Investment~~time ~~Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds~~ and ~~may~~costs ~~hinder~~necessary ~~our ability~~ to complete aany ~~business~~such ~~combination~~acquisition. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account.

~~The~~We ~~provisions~~may ofhave ~~our~~a ~~amended~~limited ~~and~~ability ~~restated memorandum and articles of association that relate~~ to ~~our~~assess ~~pre-business combination activity (and corresponding provisions of~~ the ~~agreement~~management ~~governing the release~~ of ~~funds from our trust account) may be amended with the approval of~~ a ~~special~~prospective ~~resolution~~target ~~which requires~~business ~~the approval of the holders of at least two-thirds of our ordinary shares who attend~~ and, ~~vote~~as at a ~~general meeting of the company~~result, ~~which~~may isaffect aour ~~lower~~initial ~~amendment~~business ~~threshold~~combination ~~than~~with ~~that~~a oftarget ~~some~~business ~~other~~whose ~~blank check~~management ~~companies. It~~ may benot ~~easier~~have ~~for~~the usskills, ~~therefore,~~qualifications toor ~~amend~~abilities ~~our amended and restated memorandum and articles of association~~ to ~~facilitate~~manage ~~the~~a ~~completion~~public ~~of an initial business combination that some of our shareholders may not support~~company.

~~Some~~When ~~other~~evaluating ~~blank check companies have a provision in their charter which prohibits~~ the ~~amendment~~desirability of ~~certain~~effecting ofour ~~its~~initial ~~provisions,~~business ~~including~~combination ~~those which~~with ~~relate to~~ a ~~company’s~~prospective ~~pre-business~~target ~~combination activity~~business, ~~without~~our ~~approval~~ability byto aassess ~~certain percentage of~~ the ~~company~~target business’s ~~shareholders.~~management Inmay ~~those~~be ~~companies,~~limited ~~amendment~~due ofto ~~these~~a ~~provisions~~lack ~~typically requires approval by between 90% and 100%~~ of ~~the~~time, ~~company’s~~resources ~~public~~or ~~shareholders~~information. Our ~~amended~~assessment ~~and restated memorandum and articles~~ of ~~association~~the ~~provide~~capabilities ~~that any~~ of ~~its~~the ~~provisions~~target ~~related to pre-~~business ~~combination~~’s ~~activity~~management, ~~(including~~therefore, ~~the~~may ~~requirement~~prove to ~~deposit~~be ~~proceeds~~incorrect ofand ~~our~~such ~~initial~~management ~~public~~may ~~offering~~lack ~~and~~ the ~~sale~~skills, ofqualifications ~~the~~or ~~private~~abilities ~~placement~~we ~~shares~~suspected. ~~into~~Should the ~~trust~~target ~~account~~business’s ~~and~~management not ~~release~~possess ~~such~~the ~~amounts except in specified circumstances~~skills, ~~and~~qualifications toor ~~provide redemption~~abilities ~~rights~~necessary to ~~public~~manage ~~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~~public ~~of the~~ company, ~~and corresponding provisions of~~ the ~~trust~~operations ~~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~~profitability ~~memorandum and articles~~ of ~~association governing~~ the ~~appointment~~post-combination ~~or removal of directors prior to our initial~~ business ~~combination~~ may ~~only~~ be ~~amended~~negatively ~~by a special resolution passed by holders representing at least two-thirds of our outstanding Class B ordinary shares~~impacted. ~~Our initial shareholders~~Accordingly, ~~and their permitted transferees, if~~ any, holders who ~~will~~choose ~~collectively~~to ~~beneficially~~retain ~~own,~~their onsecurities ~~an as-converted~~following ~~basis, 20% of~~ our ~~Class A ordinary shares upon the closing of our~~ initial ~~public~~business ~~offering~~combination ~~(excluding~~could ~~the~~suffer ~~private~~a ~~placement~~reduction ~~shares), will participate~~ in ~~any~~the ~~vote~~value ~~to amend our amended and restated memorandum and articles~~ of ~~association~~their ~~and/or~~securities. ~~trust~~Such ~~agreement~~holders ~~and~~are ~~will~~unlikely ~~have the discretion~~ to ~~vote~~have ~~in any manner they choose. As~~ a ~~result,~~remedy wefor ~~may~~such bereduction ~~able~~in tovalue. ~~amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business~~

3937

Table of Contents

~~combination~~We ~~behavior~~may ~~more~~issue ~~easily~~notes ~~than~~or ~~some~~ other ~~blank check companies~~debt, ~~and~~or ~~this~~otherwise ~~may~~incur ~~increase~~substantial ~~our~~debt, ~~ability~~ to complete a business combination, ~~with~~ which ~~you~~may doadversely ~~not~~affect ~~agree.~~our ~~Our~~leverage ~~shareholders~~and ~~may pursue~~financial ~~remedies~~condition ~~against~~and usthus ~~for~~negatively ~~any~~impact ~~breach~~the value of our ~~amended~~shareholders’ ~~and~~investment ~~restated~~in ~~memorandum and articles of association~~us.

~~Our~~Although ~~sponsor,~~we ~~executive officers, and directors~~ have ~~agreed,~~no ~~pursuant~~commitments toas aof ~~written~~the ~~agreement~~date ~~with~~of ~~us,~~this ~~that~~Report ~~they~~to ~~will~~issue ~~not propose~~ any ~~amendment~~notes toor ~~our~~other ~~amended~~debt, ~~and restated memorandum and articles of association (A) that would modify the substance~~ or ~~timing of our obligation~~ to ~~provide~~otherwise ~~holders~~incur ofdebt, ~~our~~we ~~Class A~~may ~~ordinary~~choose ~~shares the right~~ to ~~have~~incur ~~their~~substantial ~~shares~~debt ~~redeemed~~to incomplete ~~connection with~~ our initial business combination. orWe toand ~~redeem 100% of~~ our ~~public~~officers ~~shares~~have ifagreed that we dowill not ~~complete~~incur ~~our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to~~ any ~~other~~indebtedness ~~provision relating to the rights of holders of our Class A ordinary shares;~~ unless we ~~provide~~have ~~our~~obtained ~~public~~from ~~shareholders with~~ the ~~opportunity~~ tolender ~~redeem~~a ~~their~~waiver ~~Class A ordinary shares upon approval~~ of any ~~such amendment at a per-share price~~right, ~~payable in cash~~title, ~~equal~~interest toor ~~the~~claim ~~aggregate~~of ~~amount~~any ~~then~~kind ~~on deposit~~ in ~~the~~or ~~trust~~to ~~account, including interest earned on~~ the ~~funds~~monies held in the trust account ~~and not previously released to us to pay our taxes that were paid by us or are payable by us, if any, divided by the number of the then-outstanding public shares~~. ~~Our~~As ~~shareholders are not parties to~~such, orno ~~third-party~~issuance ~~beneficiaries~~ of, ~~this~~debt ~~agreement and, as a result,~~ will ~~not~~affect ~~have~~ the ~~ability~~per toshare ~~pursue~~amount ~~remedies~~available ~~against our sponsor, executive officers, and directors~~ for ~~any~~redemption ~~breach~~from ofthe ~~this~~trust ~~agreement~~account. ~~As a result~~Nevertheless, in the ~~event~~incurrence of ~~a breach,~~debt ~~our~~could ~~shareholders~~have ~~would need to pursue~~ a ~~shareholder~~variety ~~derivative~~of ~~action~~negative effects, ~~subject~~including: ~~to applicable law.~~

We• ~~may~~default beand ~~unable~~foreclosure ~~to obtain~~on ~~additional~~our ~~financing~~assets toif ~~complete~~ our ~~initial~~operating ~~business~~revenues ~~combination~~after oran toinitial ~~fund the operations and growth of a target~~ business, ~~which could compel us to restructure or abandon a particular business~~ combination. ~~If we~~ are ~~unable~~insufficient to ~~complete~~repay our ~~initial~~ ~~business~~debt ~~combination, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account.~~ obligations;

~~Although~~• weacceleration ~~believe that the net proceeds~~ of our ~~initial~~obligations ~~public offering and the sale of the private placement shares will be sufficient~~ to ~~allow~~ usrepay ~~to complete our initial business combination, because we have not yet negotiated~~ the ~~acquisition~~indebtedness ofeven aif ~~target business~~ we ~~cannot~~make ~~ascertain~~all ~~the~~principal ~~capital requirements for any particular transaction. If the net proceeds of our initial public offering~~ and ~~the~~interest ~~sale~~payments ofwhen ~~the~~due private placement shares 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. Such financing may not be available on acceptable terms, if at all. The current 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, we ~~would~~breach becertain ~~compelled~~covenants ~~to either restructure the transaction or abandon~~ that ~~particular~~require ~~business combination and seek an alternative target business candidate. If we do not complete our initial business combination within~~ the ~~required~~maintenance ~~time~~of ~~period, our public shareholders may receive only approximately $10.00 per public share, or less in~~ certain ~~circumstances,~~ onfinancial ~~the~~ratios ~~liquidation of our trust account. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations~~ or ~~growth~~reserves ofwithout ~~the target business. The failure to secure additional financing could have~~ a ~~material~~waiver ~~adverse effect on the continued development~~ or ~~growth~~renegotiation of ~~the~~that ~~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.~~ covenant;

~~Risks~~• ~~Relating~~our toimmediate ~~our~~payment ~~Securities~~of all principal and accrued interest, if any, if the debt is payable on demand;

~~The~~• ~~securities~~our ininability ~~which~~to weobtain ~~invest~~necessary ~~the~~additional ~~funds~~financing ~~held~~if in the ~~trust~~debt ~~account~~contains ~~could~~covenants ~~bear~~restricting aour ~~negative~~ability ~~rate~~to ofobtain ~~interest,~~such ~~which~~financing ~~could~~while ~~reduce~~ the ~~value~~ ofdebt ~~the~~is ~~assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.~~ outstanding;

~~The~~• ~~proceeds~~our ~~held~~inability into ~~the~~pay ~~trust~~dividends ~~account~~on ~~will~~our beClass ~~invested~~A ~~only~~ordinary in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the shares;

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

~~Table~~• oflimitations ~~Contents~~on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

~~Open~~• ~~Market~~increased ~~Committee~~vulnerability ofto ~~the~~adverse ~~Federal~~changes ~~Reserve has not ruled out the possibility that it may~~ in ~~the~~general ~~future~~economic, ~~adopt~~industry ~~similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended~~ and ~~restated~~competitive ~~memorandum~~conditions and ~~articles~~adverse ofchanges ~~association, our public shareholders are entitled to receive their pro-rata share of the proceeds held~~ in ~~the~~government ~~trust~~regulation; account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share. and

If• welimitations ~~seek~~on ~~shareholder approval of~~ our ~~initial~~ability ~~business~~to ~~combination~~borrow ~~and~~additional weamounts dofor ~~not~~expenses, ~~conduct~~capital ~~redemptions~~expenditures, ~~pursuant~~acquisitions, todebt ~~the~~service ~~tender offer rules~~requirements, ~~and~~execution ~~if you or a “group”~~ of ~~shareholders are deemed to hold in excess of 15% of~~ our ~~Class A~~strategy ~~ordinary~~and ~~shares,~~other ~~you~~purposes ~~will~~and ~~lose~~other ~~the~~disadvantages ~~ability~~compared to ~~redeem~~our ~~all~~competitors ~~such~~who ~~shares~~have inless ~~excess of 15% of our Class A ordinary shares~~debt.

IfWe wemay ~~seek~~only ~~shareholder~~be ~~approval~~able ofto ~~our~~complete ~~initial~~one business combination ~~and we do not conduct redemptions in connection~~ with ~~our initial business combination pursuant to~~ the ~~tender~~proceeds ~~offer rules, our amended and restated memorandum and articles~~ of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering~~, which~~ weand ~~refer to as~~ the ~~“Excess~~sale ~~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~~private ~~Shares~~placement 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. Additionallyshares, ~~you~~which will ~~not~~cause ~~receive~~us ~~redemption distributions with respect~~ to ~~the~~be ~~Excess~~solely ~~Shares~~dependent ifon wea ~~complete~~single ~~our initial~~ business ~~combination.~~which ~~And~~may ashave a ~~result,~~limited ~~you will continue to hold that~~ number of ~~shares~~products ~~exceeding~~or ~~15%~~services. ~~and,~~This inlack ~~order to dispose~~ of ~~such~~ ~~shares,~~diversification ~~would~~may benegatively ~~required~~impact toour ~~sell~~operations ~~your~~and ~~shares in open market transactions, potentially at a loss~~profitability.

~~Nasdaq~~As ~~may~~of ~~delist~~December 31, ~~our securities~~2021, ~~from~~we ~~trading~~had onapproximately ~~its exchange~~$139,368,833 ~~which~~available ~~could limit investors’ ability~~ to ~~make~~consummate ~~transactions~~an ininitial ~~our~~business ~~securities~~combination ~~and~~after ~~subject~~payment usof to$5,031,250 ~~additional~~of ~~trading~~deferred ~~restrictions~~underwriting fees.

~~Our~~We ~~Class A~~may ~~ordinary~~effectuate ~~shares are listed on Nasdaq. Although after giving effect to~~ our initial ~~public~~business ~~offering~~combination wewith ~~expect to continue to meet, on~~ a ~~pro~~single ~~forma~~target ~~basis,~~business ~~the~~or ~~minimum~~multiple ~~initial~~target ~~listing~~businesses ~~standards~~simultaneously ~~set~~or ~~forth~~within ina ~~Nasdaq’s~~short ~~listing~~period ~~standards,~~of ~~our~~time. ~~securities may not be~~However, orwe may not ~~continue to~~ be, ~~listed~~able ~~on Nasdaq in the future or prior~~ to ~~the~~effectuate ~~completion of~~ our initial business combination. Inwith ~~order~~more tothan ~~continue~~one ~~listing~~target ~~our~~business ~~securities~~because onof ~~Nasdaq~~various ~~prior~~factors, toincluding the ~~completion~~existence of ~~our~~complex ~~initial~~accounting ~~business~~issues ~~combination,~~and wethe ~~must~~requirement ~~maintain~~that ~~certain~~we ~~financial,~~prepare ~~distribution~~ and ~~share~~file ~~price~~pro ~~levels.~~forma ~~Generally,~~financial westatements ~~must~~with ~~maintain~~the aSEC ~~minimum~~that ~~amount~~present ~~in shareholders’~~operating ~~equity~~results ~~(generally $2,500,000)~~ and athe ~~minimum~~financial ~~number~~condition of ~~holders~~several oftarget ~~our~~businesses ~~securities~~as ~~(generally~~if ~~300~~they ~~public~~had ~~holders).~~been ~~Additionally,~~operated inon ~~connection~~a ~~with~~combined basis. By completing our initial business combination, ~~we will be required to demonstrate compliance~~ with ~~Nasdaq’s~~ ~~initial~~only ~~listing~~a ~~requirements,~~single ~~which are more rigorous than Nasdaq’s continued listing requirements~~entity, ~~in order to continue to maintain the listing of~~ our ~~securities~~lack ~~on Nasdaq. For instance, the share price~~ of ~~our~~diversification ~~securities~~may ~~would generally~~subject beus ~~required~~ to benumerous ateconomic, ~~least~~competitive ~~$4.00 per share~~ and ~~our~~regulatory ~~shareholders’~~developments. ~~equity would generally be required to be at least $5~~Further,~~000,000~~ ~~and~~ we would not be ~~required~~able to ~~have~~diversify aour ~~minimum~~operations ofor ~~300~~benefit ~~round-lot~~from ~~holders (with~~the atpossible ~~least~~spreading ~~50%~~ of ~~such~~risks ~~round~~or ~~lot~~offsetting ~~holders holding securities with a market value~~ of ~~at least $2,500). We may not be able to meet those initial listing requirements at that time.~~

If38 Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

•Table ~~a limited availability~~ of ~~market quotations for our securities;~~Contents

•losses, ~~reduced~~unlike ~~liquidity~~other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our ~~securities;~~success may be:

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

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

•This alack ~~determination~~of ~~that~~diversification ~~our~~may ~~Class~~subject Aus ~~ordinary~~to ~~shares~~numerous ~~are~~economic, acompetitive ~~“penny~~and ~~stock”~~regulatory ~~which~~risks, ~~will~~any ~~require~~or ~~brokers~~all ~~trading~~of inwhich ~~our~~may ~~Class~~have Aa ~~ordinary~~substantial ~~shares~~adverse toimpact ~~adhere~~upon tothe ~~more~~particular ~~stringent~~industry ~~rules and possibly result~~ in awhich ~~reduced~~we ~~level~~may ofoperate ~~trading~~subsequent ~~activity~~to inour ~~the~~initial ~~secondary~~business ~~trading~~combination. ~~market for our securities;~~

•We amay ~~limited~~attempt ~~amount~~to ofsimultaneously ~~news~~complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and ~~analyst~~give ~~coverage;~~rise to increased costs and risks that could negatively impact our operations and profitability.

•If awe ~~decreased~~determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to ~~issue~~complete our initial business combination. With multiple business combinations, we could also face additional ~~securities~~risks, orincluding ~~obtain~~additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional ~~financing~~risks inassociated with the ~~future~~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.

~~The~~We ~~National~~may ~~Securities~~attempt ~~Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred~~ to ascomplete ~~“covered securities.” Because~~ our ~~Class A~~initial ~~ordinary~~business ~~shares~~combination ~~are~~with listed on Nasdaq, our Class A ordinary shares qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a ~~suspicion~~private ofcompany ~~fraud,~~about ~~and,~~which iflittle ~~there~~information is ~~a finding of fraudulent activity~~available, ~~then~~which ~~the~~may ~~states can~~result ~~regulate or bar the sale of covered securities~~ in a ~~particular~~business ~~case.~~combination ~~While~~with ~~we are not aware of~~ a ~~state~~company ~~having~~that ~~used~~is these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our shares would not ~~qualify~~ as ~~covered~~profitable ~~securities~~as ~~under the statute and~~ we ~~would~~suspected, beif ~~subject~~at ~~to regulation in each state in which we offer our shares~~all.

~~Provisions~~In inpursuing our ~~amended~~acquisition ~~and~~strategy, ~~restated~~we ~~memorandum~~may ~~and~~seek ~~articles~~to ofeffectuate ~~association~~our ~~may~~initial ~~inhibit~~business combination with a ~~takeover~~privately ofheld uscompany. Very little public information generally exists about private companies, ~~which~~and we could ~~limit~~be ~~the~~required ~~price investors~~to ~~might~~make beour ~~willing~~decision on whether to ~~pay~~pursue ina potential initial business combination on the ~~future~~basis ~~for~~of ~~our~~limited ~~Class A~~information, ~~ordinary~~which ~~shares~~may ~~and~~result ~~could~~in ~~entrench~~a ~~management~~business combination with a company that is not as profitable as we suspected, if at all.

~~Our~~Because ~~amended and~~we ~~restated~~must ~~memorandum~~furnish ~~and~~our ~~articles~~shareholders ofwith ~~association~~target ~~contain~~business ~~provisions~~financial ~~that~~statements, ~~may~~we ~~discourage unsolicited takeover proposals that shareholders~~ may ~~consider~~lose ~~to be in their best interests. These provisions will include a staggered board of directors and~~ the ability ~~of the board of directors~~ to ~~designate~~complete ~~the~~an ~~terms~~otherwise ofadvantageous ~~and issue new series of preference shares, and the fact that prior to the completion of our~~ initial business combination ~~only~~with ~~holders~~some ofprospective ~~our~~target 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 securitiesbusinesses.

The ~~grant~~federal ofproxy ~~registration~~rules ~~rights~~require that a proxy statement with respect to a vote on our ~~initial~~proposed ~~shareholders~~business combination include historical and/or pro forma financial statement disclosure. We will include the same financial statements disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may ~~make~~be itrequired ~~more~~to ~~difficult~~be prepared in accordance with, or be reconciled to, ~~complete~~accounting ~~our~~principles ~~initial business~~generally ~~combination~~accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the ~~future~~historical ~~exercise~~statements may be required to be audited in accordance with the standards of ~~such~~the ~~rights~~Public ~~may~~Company ~~adversely~~Accounting ~~affect~~Oversight Board (United States), or PCAOB. These financial statement requirements may limit the ~~market~~pool ~~price~~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 24 months from the closing of our ~~Class A~~initial ~~ordinary~~public ~~shares~~offering.

~~Pursuant~~If towe ado ~~registration~~not ~~and~~consummate ~~shareholder~~an ~~rights agreement, our~~ initial ~~shareholders,~~business ~~and~~combination ~~their~~within ~~permitted~~24 ~~transferees~~months ~~can~~from ~~demand that we register~~ the ~~Class A~~closing ~~ordinary shares into which founder shares are convertible and the private placement shares, including the private placement shares that may be issued upon conversion~~ of ~~working~~our ~~capital~~initial ~~loans. 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~~offering, ~~the existence of the registration rights may make~~ our ~~initial business~~public ~~combination more costly or difficult to conclude. This is because the~~ shareholders ~~of the target business~~ may ~~increase~~be ~~the~~forced ~~equity stake they seek in the combined entity or ask for more cash consideration~~ to ~~offset~~wait ~~the~~beyond ~~negative~~such ~~impact~~24 onmonths ~~the market~~before ~~price~~redemption offrom our ~~securities~~trust ~~that is expected when the securities owned by our initial shareholders or their permitted transferees are registered for resale~~account.

~~Risks~~39 ~~Relating to our Sponsor and Management Team~~

WeTable ~~are~~of ~~dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.~~ Contents

~~Our~~If ~~operations~~we do not consummate 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 taxes that were paid by us or are ~~dependent~~payable ~~upon~~by aus, ~~relatively~~if ~~small~~any ~~group~~(less up to $100,000 of ~~individuals~~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, inliquidate ~~particular~~the trust account and distribute such amount therein, pro rata, to our ~~executive~~public ~~officers~~shareholders, as part of any liquidation process, such winding up, liquidation and ~~directors~~distribution must comply with the applicable provisions of the Companies Act. WeIn ~~believe~~ that case, investors may be forced to wait beyond 24 months from the closing of our ~~success~~initial ~~depends~~public onoffering before the ~~continued~~redemption ~~service~~proceeds of our ~~officers~~trust ~~and~~account ~~directors~~become available to them, atand ~~least~~they ~~until~~receive wethe return of their pro rata portion of the proceeds from our trust account. We have ~~completed~~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. Inor ~~addition,~~amend certain provisions of our ~~executive~~amended ~~officers~~and restated memorandum and ~~directors~~articles ~~are~~of ~~not~~association, ~~required~~and only then in cases where investors have sought to ~~commit~~redeem their Class A ordinary shares. Only upon our redemption or any ~~specified~~liquidation ~~amount~~will ~~of time~~public shareholders be entitled to distributions if we do not complete our ~~affairs~~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, ~~accordingly~~if we wind up for any other reason prior to the consummation of our initial business combination, we will ~~have~~follow ~~conflicts~~the foregoing procedures with respect to the liquidation of ~~interest~~the intrust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

42If 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.

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

~~allocating~~• ~~their~~restrictions time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In particular, certain of our officers and directors may serve as an officer and/or director of other future special purpose acquisition companies. We do not have an employment agreement with, or key-man insurance on the ~~life~~nature of, ~~any of~~ our ~~directors or~~investments; ~~executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.~~ and

~~Our~~• ~~ability~~restrictions toon ~~successfully effect our initial business combination and to be successful thereafter will be totally dependent upon~~ the ~~efforts~~ issuance of ~~our key personnel~~securities, ~~some~~each of ~~whom~~which may ~~join~~make usit ~~following~~difficult ~~our~~for ~~initial~~us ~~business~~to ~~combination.~~complete ~~The loss of key personnel could negatively impact the operations and profitability of~~ our ~~post-combination~~initial business. combination.

~~Our~~In ~~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~~addition, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management 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 behave ~~unfamiliar~~imposed ~~with~~upon ~~the requirements of operating a company regulated by the SEC, which could cause~~ us toburdensome ~~have to expend time and resources helping them become familiar with such~~ requirements., including:

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

~~Our~~• ~~key~~adoption ~~personnel may be able to remain with our company after the completion~~ of ~~our~~a ~~initial~~specific 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~~corporate ~~payments~~structure; and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. In addition, pursuant to a registration and shareholder rights agreement, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.

~~The~~• ~~officers~~reporting, ~~and~~record ~~directors~~keeping, ofvoting, anproxy ~~acquisition~~and ~~candidate~~disclosure ~~may~~requirements ~~resign~~and ~~upon~~other ~~completion~~rules ofand ~~our~~regulations ~~initial~~that ~~business~~we ~~combination. The~~are ~~loss~~currently ofnot asubject ~~business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business~~to.

~~The~~In ~~role~~order ofnot anto ~~acquisition~~be ~~candidate’s~~regulated ~~key~~as ~~personnel~~an ~~upon~~investment ~~the~~company ~~completion~~under ofthe ~~our~~Investment ~~initial~~Company ~~business~~Act, ~~combination~~unless ~~cannot~~we becan ~~ascertained~~qualify ~~at this~~for ~~time.~~an ~~Although~~exclusion, we ~~contemplate~~must ensure that ~~certain~~we ~~members~~are ofengaged anprimarily ~~acquisition~~in ~~candidate’s~~a ~~management~~business ~~team~~other ~~will~~than ~~remain~~investing, ~~associated~~reinvesting ~~with~~or ~~the~~trading ~~acquisition~~of ~~candidate~~securities ~~following~~and that our ~~initial~~activities ~~business~~do ~~combination~~not include investing, itreinvesting, isowning, ~~possible~~holding ~~that~~or ~~members~~trading “investment securities” constituting more than 40% of ~~the management~~our assets (exclusive of U.S. government securities and cash items) on an ~~acquisition~~unconsolidated ~~candidate~~basis. Our business will be to identify and complete a business combination and thereafter to operate the post-business combination business or assets for the long term. We do not ~~wish~~plan to ~~remain~~buy inbusinesses ~~place~~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.

~~Our~~We ~~executive~~do ~~officers~~not ~~and~~believe ~~directors~~that ~~will~~our ~~allocate~~principal ~~their time~~activities towill ~~other~~subject ~~businesses~~us ~~thereby causing conflicts of interest in their determination as~~ to ~~how~~the ~~much~~Investment ~~time~~Company toAct. ~~devote~~To tothis ~~our~~end, ~~affairs.~~the ~~This~~proceeds ~~conflict~~held ofin ~~interest~~the ~~could~~trust ~~have~~account amay ~~negative~~only ~~impact~~be oninvested ~~our~~in ~~ability~~United toStates ~~complete~~“government ~~our~~securities” ~~initial~~within ~~business~~the ~~combination.~~

~~Our~~40 executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business

43Table of Contents

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

~~Table of Contents~~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. An investment in our securities 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 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. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account.

The provisions of our amended and restated memorandum and articles of association that relate to our

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 In particular, certain of our officers and directors may serve as an officer and/or director of other future special purpose acquisition companies. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other pre-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.

combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of a special resolution which requires the approval of the holders of at least

Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. two-thirds

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

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s

~~Until we consummate our initial~~ pre-business combination, we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities 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.

combination activity, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s public shareholders. Our amended and restated memorandum and articles of association provide that any of its provisions related to

In addition, our founders and our directors and officers, Bain Capital Life Sciences, or its affiliates may in the future become affiliated with other blank check companies that may have acquisition objectives that are similar to ours. Accordingly, they may have conflicts of interest in determining to which entity a particular pre-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.

combination activity (including the requirement to deposit proceeds of our initial public offering and the sale of the private placement shares 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

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

of our ordinary shares who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our ordinary shares; provided that the provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution passed by holders representing at least

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

of our outstanding Class B ordinary shares. Our initial shareholders, and their permitted transferees, if any, who collectively beneficially own, on an

The 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. -converted

basis, 20% of our Class A ordinary shares (excluding the private placement shares), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our

44 pre-business

combination behavior more easily than some other blank check companies, and this may increase

~~Table~~41 ~~of Contents~~

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

~~In light of the involvement of~~ our ~~sponsor,~~ability ~~executive officers and directors with other entities, we may decide~~ to acquire one or more businesses affiliated with our sponsor, executive officers, directors or initial shareholders. 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~~a ~~initial~~ business combination with ~~any entities with~~ which ~~they~~you ~~are~~do ~~affiliated,~~not ~~and there have been no substantive discussions concerning a business combination with any such entity or entities~~agree. ~~Although~~Our weshareholders ~~will not~~may ~~be specifically focusing on, or targeting, any transaction with any affiliated entities, we would~~ pursue ~~such~~remedies aagainst ~~transaction~~us ~~if we determined that such affiliated entity met our criteria~~ for aany ~~business~~breach ~~combination as set forth in “Proposed Business—Effecting Our Initial Business Combination—Evaluation~~ of ~~a Target Business and Structuring of Our Initial Business Combination” and such transaction was approved by a majority of~~ our ~~independent~~amended and ~~disinterested~~restated ~~directors. Despite~~memorandum 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 one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or initial shareholders, potential conflicts of interest still may exist and, asarticles ~~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~~association.

Our management 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. 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 taxes that were paid by us or are payable by us, if any, divided by the number of the then-outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, this agreement and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers, and directors for any breach of this agreement. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

We may ~~structure~~be ~~our~~unable ~~initial~~to ~~business~~obtain ~~combination~~additional sofinancing ~~that~~to ~~the~~complete ~~post-business combination company in which~~ our ~~public~~ ~~shareholders~~initial ~~own~~business ~~shares~~combination ~~will~~or ~~own~~to ~~less~~fund ~~than 100% of~~ the ~~equity~~operations ~~interests~~and orgrowth ~~assets~~ of a target business, ~~but~~which wecould ~~will~~compel ~~only~~us ~~complete~~to ~~such~~restructure ~~business combination if the post-business combination company owns~~ or ~~acquires~~abandon ~~50% or more of the outstanding voting securities of the target or otherwise acquires~~ a ~~controlling~~particular ~~interest in the target~~ business ~~sufficient for us not to be required to register as an investment company under the Investment Company Act~~combination. WeIf ~~will~~we ~~not~~are ~~consider~~unable ~~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 ~~the~~complete ~~completion of~~ our initial business combination ~~may collectively own a minority interest in the post-business combination company~~, ~~depending~~our onpublic ~~valuations~~shareholders ~~ascribed~~may toreceive ~~the~~only ~~target~~approximately ~~and us in the business combination~~$10.00 ~~For~~per ~~example,~~public ~~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~~share, ~~shares~~ or ~~other~~less ~~equity interests of a target. In this case, we would acquire a 100% interest~~ in ~~the~~certain ~~target. However~~circumstances, ason ~~a result of~~ the ~~issuance~~liquidation of ~~a substantial number of new Class A ordinary shares,~~ our ~~shareholders~~trust ~~immediately prior to such transaction could own less than a majority of our outstanding Class A ordinary shares subsequent to such transaction~~account. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger portion of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

~~Since~~Although we believe that the net proceeds of our ~~sponsor,~~initial ~~executive~~public ~~officers~~offering and ~~directors~~the ~~will~~sale ~~lose~~of ~~their~~the ~~entire~~private ~~investment~~placement inshares will be sufficient to allow us ifto complete our initial business combination, isbecause we have not ~~completed~~yet ~~(other~~negotiated ~~than~~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 shares 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 ~~respect~~our initial business combination or the terms of negotiated transactions to ~~public~~purchase shares ~~they~~in connection with our initial business combination, we may ~~have~~be ~~acquired~~required ~~during~~to seek additional financing or to abandon the proposed business combination. Such financing may ~~acquire~~not ~~after~~be available on acceptable terms, if at all. The current 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 ~~public~~business ~~offering)~~combination, awe ~~conflict~~would ofbe ~~interest~~compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we do not complete our initial business combination within the required time period, our public shareholders may ~~arise~~receive only approximately $10.00 per public share, or less in ~~determining~~certain ~~whether~~circumstances, aon ~~particular~~the liquidation of our trust account. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is ~~appropriate~~required ~~for~~to provide any financing to us in connection with or after our initial business combination.

OnRisks ~~August 31,~~Relating ~~2020, our sponsor paid $25,000~~ to ~~cover~~ ~~for certain expenses on~~ our ~~behalf~~Securities in exchange for the issuance of 3,593,750 founder shares, or approximately $0.007 per share. In September 2020, our sponsor transferred 30,000 founder shares to each of Allene Diaz, Barry Greene and Vikas Sinha. 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 and private placement shares will be worthless if we do not complete an initial business combination. In addition, our sponsor purchased 487,500 private placement shares, at a price of $10.00 per share (4,875,000 in the aggregate), in a private placement simultaneously with the closing of our initial public offering. 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.

The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the

45 per-share

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

The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

~~Table of Contents~~2a-7

under the

~~General~~42 ~~Risk Factors~~

~~Past~~Table ~~performance by our management team or their affiliates, including Bain Capital Life Sciences, may not be indicative~~ of ~~future performance of an investment in us.~~ Contents

Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their

Information regarding performance by, or businesses associated with, our management team or their affiliates, including Bain Capital Life Sciences, is presented for informational purposes only. Any past experience of and performance by our management team or their affiliates, including Bain Capital Life Sciences, is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial business combination; or (2) of any results with respect to any initial business combination we may consummate. You should not rely on the historical record of our management team, Bain Capital Life Sciences or any of their affiliates’ or managed fund’s performance as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. An investment in us is not an investment in Bain Capital Life Sciences. Our management team has no experience in operating special purpose acquisition companies. pro-rata

share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the

~~Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.~~ per-share

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

WeIf ~~depend~~we onseek ~~digital~~shareholder ~~technologies,~~approval ~~including~~of ~~information~~our ~~systems,~~initial ~~infrastructure~~business ~~and~~combination ~~cloud applications~~ and ~~services, including those of third parties with which~~ we ~~may~~do ~~deal.~~not ~~Sophisticated~~conduct ~~and~~redemptions ~~deliberate~~pursuant ~~attacks~~to ~~on,~~the ortender ~~security~~offer ~~breaches in~~rules, ~~our~~and ~~systems~~if oryou ~~infrastructure,~~ or ~~the~~a ~~systems~~“group” ~~or infrastructure~~ of ~~third~~shareholders ~~parties~~are ordeemed ~~the~~to ~~cloud,~~hold ~~could~~in ~~lead~~excess toof ~~corruption~~15% ~~or misappropriation~~ of our ~~assets,~~Class A ~~proprietary~~ordinary ~~information and sensitive or confidential data. As an early stage company without significant investments in data security protection~~shares, weyou ~~may~~will ~~not~~lose bethe ~~sufficiently~~ability ~~protected against such occurrences. We may not have sufficient resources~~ to ~~adequately~~redeem ~~protect~~all ~~against,~~such orshares toin ~~investigate~~excess ~~and remediate any vulnerability to, cyber incidents. It is possible that any~~ of ~~these~~15% ~~occurrences, or a combination~~ of ~~them, could have adverse consequences on~~ our ~~business~~ ~~and~~Class A ~~lead~~ordinary ~~to financial loss~~shares.

~~Changes~~If we seek shareholder approval of our initial business combination and we do not conduct redemptions in ~~laws~~connection orwith ~~regulations~~our initial business combination pursuant to the tender offer rules, orour amended and restated memorandum and articles of association provide that a ~~failure~~public toshareholder, ~~comply~~together with any ~~laws~~affiliate ~~and~~of ~~regulations~~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), ~~may adversely~~will ~~affect~~be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our ~~business~~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 ~~negotiate~~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, ~~results~~in order to dispose of ~~operations~~such shares, would be required to sell your shares in open market transactions, potentially at a loss.

WeNasdaq are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may bedelist ~~difficult,~~our ~~time~~securities ~~consuming and costly. Those laws and regulations and their interpretation and application may also change~~ from ~~time to~~trading ~~time and those changes could have a material adverse effect~~ on ~~our~~its ~~business~~exchange, ~~investments~~which ~~and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied,~~ could ~~have~~limit ainvestors’ ~~material adverse effect on our business, including our~~ ability to ~~negotiate~~make ~~and~~transactions ~~complete~~in our ~~initial~~securities ~~business~~and ~~combination,~~subject ~~and~~us ~~results~~to ofadditional ~~operations~~trading restrictions.

Our Class A ordinary shares are listed on Nasdaq. Although we expect to continue to meet the minimum initial listing standards set forth in Nasdaq’s listing standards, our securities may not be, or may not continue to be, listed on Nasdaq in the future or prior to the completion of our initial business combination. In order to continue listing our securities on Nasdaq prior to the completion of our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, the share price of our securities would generally be required to be at least $4.00 per share and our shareholders’ equity would generally be required to be at least $5,000,000 and we would be required to have a minimum of 300

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

holders (with at least 50% of such round lot holders holding securities with a market value of at least $2,500). We may not be able to meet those initial listing requirements at that time.

We43 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

46Table of Contents

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an

~~Table of Contents~~over-the-counter

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

~~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~~limited ofavailability ~~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 quotations for our securities ~~and the trading prices of our securities may be more volatile.~~ ;

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

~~Additionally,~~• ~~we are~~ a ~~“smaller~~determination ~~reporting~~that ~~company”~~our asClass ~~defined~~A inordinary ~~Item 10(f)(1)~~shares ofare ~~Regulation~~a ~~S-K.~~“penny ~~Smaller~~stock” ~~reporting~~which ~~companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We~~ will ~~remain~~require abrokers ~~smaller~~trading ~~reporting company until the last day of the fiscal year~~ in ~~which~~our ~~(1) the~~Class ~~market~~A ~~value of our~~ ordinary shares ~~held~~to byadhere ~~non-affiliates~~to ~~exceeds~~more ~~$250 million~~stringent asrules ~~of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year~~ and ~~the~~possibly ~~market~~result ~~value~~in ofa ~~our~~reduced ~~ordinary~~level ~~shares held by non-affiliates exceeds $700 million as~~ of ~~the prior~~trading ~~June~~activity ~~30.~~in To the ~~extent~~secondary wetrading ~~take~~market ~~advantage~~for ~~of such reduced disclosure obligations, it may also make comparison of~~ our ~~financial statements with other public companies difficult or impossible.~~ securities;

~~Because~~• wea ~~are~~limited ~~incorporated~~amount ~~under the laws~~ of ~~the~~news ~~Cayman Islands, you may face difficulties in protecting your interests,~~ and ~~your ability~~analyst tocoverage; ~~protect your rights through the U.S. federal courts may be limited.~~ and

We• ~~are an exempted company incorporated under the laws of the Cayman Islands. As~~ a ~~result,~~decreased itability ~~may be difficult for investors~~ to ~~effect~~issue ~~service~~additional ofsecurities ~~process within the United States upon our directors~~ or ~~executive~~obtain ~~officers,~~additional orfinancing ~~enforce judgments obtained~~ in the ~~United States courts against our directors or officers~~future.

~~Our~~The ~~corporate~~National ~~affairs~~Securities ~~and~~Markets ~~the~~Improvement ~~rights~~Act of ~~shareholders~~1996, ~~are~~which ~~governed~~is bya ~~our~~federal ~~amended and restated memorandum and articles of association~~statute, ~~the~~prevents ~~Companies~~or ~~Act~~preempts ~~(as~~ the ~~same~~states ~~may be supplemented or amended~~ from ~~time~~regulating ~~to time) and~~ the ~~common~~sale ~~law~~ of ~~the~~certain ~~Cayman~~securities, ~~Islands.~~which We are ~~also~~referred ~~subject~~ to ~~the~~as ~~federal~~“covered securities ~~laws of the United States~~.” ~~The~~Because ~~rights~~our ofClass A ~~shareholders to~~ordinary ~~take~~shares ~~action~~are ~~against~~listed ~~the~~on ~~directors~~Nasdaq, ~~actions~~our byClass A ~~minority~~ordinary ~~shareholders~~shares ~~and~~qualify ~~the~~as ~~fiduciary~~covered ~~responsibilities~~securities ofunder ~~our~~the ~~directors~~statute. toAlthough usthe ~~under~~states ~~Cayman Islands law~~ are topreempted afrom ~~large~~regulating ~~extent governed by~~ the ~~common~~sale ~~law~~ of ~~the~~covered ~~Cayman~~securities, ~~Islands.~~the ~~The~~federal ~~common~~statute ~~law~~does ofallow the ~~Cayman~~ ~~Islands~~states isto ~~derived~~investigate incompanies ~~part~~if ~~from~~there ~~comparatively~~is ~~limited~~a ~~judicial~~suspicion ~~precedent~~of infraud, ~~the Cayman Islands as well as from English common law~~and, ~~the~~if ~~decisions~~there ofis ~~whose~~a ~~courts~~finding ~~are~~ of ~~persuasive~~fraudulent ~~authority~~activity, ~~but~~then ~~are~~the ~~not~~states ~~binding~~can onregulate aor ~~court~~bar in the ~~Cayman Islands.~~sale ~~The rights~~ of ~~our~~covered ~~shareholders~~securities ~~and~~in ~~the~~a ~~fiduciary~~particular ~~responsibilities~~case. ofWhile ~~our~~we ~~directors~~are ~~under~~not ~~Cayman~~aware ~~Islands~~of ~~law~~a ~~are~~state ~~different~~having ~~from~~used ~~what~~these ~~they~~powers ~~would~~to beprohibit ~~under statutes~~ or ~~judicial~~restrict ~~precedent~~the insale ~~some~~of ~~jurisdictions~~securities inissued ~~the~~by ~~United~~blank ~~States.~~check ~~In particular~~companies, ~~the~~other ~~Cayman~~than ~~Islands~~the ~~has~~State aof ~~different~~Idaho, ~~body~~certain ofstate securities ~~laws~~regulators asview ~~compared~~blank tocheck ~~the~~companies ~~United~~unfavorably ~~States,~~ and ~~certain~~might ~~states,~~use ~~such~~these ~~as Delaware~~powers, ~~may~~or ~~have~~threaten ~~more~~to ~~fully~~use ~~developed~~these ~~and~~powers, ~~judicially~~to ~~interpreted~~hinder ~~bodies~~the sale of ~~corporate~~securities ~~law.~~of Inblank ~~addition,~~check ~~Cayman Islands~~ companies ~~may not have standing to initiate a shareholders derivative action~~ in atheir ~~Federal~~states. ~~court~~Further, ofif ~~the~~we ~~United~~were ~~States.~~no ~~For~~longer alisted ~~more~~on ~~detailed~~Nasdaq, ~~discussion~~our ofshares ~~the~~would ~~principal~~not ~~differences~~qualify ~~between~~as ~~the~~covered ~~provisions~~securities ofunder the ~~Companies~~statute ~~Act applicable to us~~ and, ~~for~~we ~~example,~~would ~~the~~be ~~laws~~subject ~~applicable~~ to ~~companies~~regulation ~~incorporated~~ in ~~the~~each ~~United~~state ~~States~~in ~~and~~which ~~their~~we ~~shareholders~~offer our shares.

~~Shareholders~~Provisions ofin ~~Cayman Islands~~our ~~exempted~~amended ~~companies~~and ~~like~~restated ~~the~~memorandum ~~Company~~and ~~have~~articles noof ~~general~~association ~~rights~~may ~~under~~inhibit ~~Cayman~~a ~~Islands~~takeover ~~law~~of tous, ~~inspect~~which ~~corporate~~could ~~records~~limit ~~or to obtain copies of~~ the ~~register~~price ofinvestors ~~members~~might ofbe ~~these~~willing ~~companies.~~to ~~Our~~pay ~~directors~~in ~~have~~the ~~discretion~~future ~~under~~for our ~~amended~~Class A ~~and~~ordinary ~~restated memorandum~~shares and ~~articles~~could ofentrench ~~association~~management. ~~to determine~~

47Our amended and restated memorandum and articles of 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 and 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.

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

~~whether~~Pursuant orto ~~not,~~a registration and ~~under~~shareholder ~~what~~rights ~~conditions~~agreement, our ~~corporate~~initial ~~records~~shareholders, and their permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible and the private placement shares, including the private placement shares that may be ~~inspected~~issued byupon ~~our~~conversion ~~shareholders,~~of ~~but~~working ~~are~~capital ~~not~~loans. ~~obliged~~The toregistration ~~make~~and ~~them~~availability ~~available~~of tosuch a significant number of securities for trading in the public market may have an adverse effect on the market price of our ~~shareholders~~Class A ordinary shares. ~~This~~In addition, the existence of the registration rights may make itour initial business combination more ~~difficult~~ ~~for~~costly ~~you~~or difficult to ~~obtain~~conclude. This is because the ~~information~~shareholders ~~needed~~of tothe ~~establish~~target ~~any~~business ~~facts~~may ~~necessary~~increase ~~for~~the aequity ~~shareholder~~stake ~~motion~~they seek in the combined entity or ask for more cash consideration to ~~solicit~~offset ~~proxies~~the ~~from~~negative ~~other~~impact on the market price of our securities that is expected when the securities owned by our initial shareholders inor ~~connection~~their ~~with~~permitted atransferees ~~proxy~~are ~~contest~~registered for resale.

We44 have been advised by Maples and Calder (Cayman) LLP, 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.

AsTable ~~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. Contents

~~Since~~Risks ~~only~~Relating ~~holders of our founder shares will have the right~~ to ~~vote on the appointment of directors prior to~~ our ~~initial~~Sponsor ~~business combination,~~and weManagement ~~may~~Team ~~qualify for exemptions from certain corporate governance requirements that would otherwise provide protection to shareholders of other companies.~~

~~After~~We ~~completion~~are ofdependent ~~our~~upon ~~initial public offering, only holders of~~ our ~~founder~~executive ~~shares~~officers ~~will~~and ~~have the right to vote on the appointment of~~ directors. Weand ~~may~~their beloss ~~eligible~~could toadversely ~~rely~~affect onour ~~the~~ability ~~“controlled company” exemptions of Nasdaq~~ to ~~avoid compliance with certain of Nasdaq’s corporate governance standards~~operate. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

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. In particular, certain of our officers and directors may serve as an officer and/or director of other future special purpose acquisition companies. We do not have an employment agreement with, or

~~• we have a board that includes a majority of “independent directors,” as defined under Nasdaq rules;~~key-man

insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

•Our weability ~~have~~to asuccessfully ~~compensation~~effect ~~committee~~our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our ~~board~~key ~~that~~personnel, issome ~~comprised~~of ~~entirely~~whom ofmay ~~independent~~join ~~directors~~us ~~with~~following aour ~~written~~initial ~~charter~~business ~~addressing~~combination. ~~the~~The ~~committee’s~~loss ~~purpose~~of ~~and~~key ~~responsibilities;~~personnel could negatively impact the operations and profitability of our post-combination business.

•Our weability ~~have~~to ~~independent~~successfully ~~director~~effect ~~oversight~~our initial business combination is dependent upon the efforts of our ~~director~~key ~~nominations~~personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory 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.

WeOur dokey ~~not~~personnel ~~intend~~may tonegotiate ~~utilize~~employment ~~these~~or ~~exemptions~~consulting ~~and~~agreements ~~intend~~with toa ~~comply~~target ~~with~~business ~~the~~in ~~corporate~~connection ~~governance~~with ~~requirements~~a ofparticular ~~Nasdaq~~business combination, ~~subject~~and toa ~~applicable~~particular ~~phase-in~~business ~~rules.~~combination ~~However,~~may ifbe weconditioned ~~determine~~on in the ~~future~~retention toor ~~utilize~~resignation ~~some~~of orsuch ~~all~~key ofpersonnel. ~~these~~These ~~exemptions,~~agreements ~~you~~may ~~will~~provide ~~not~~for ~~have~~them ~~the~~to ~~same~~receive ~~protections~~compensation ~~afforded~~following toour ~~shareholders~~initial ofbusiness ~~companies~~combination ~~that~~and ~~are~~as ~~subject~~a result, may cause them to ~~all~~have conflicts of ~~Nasdaq’s~~ ~~corporate~~interest ~~governance~~in ~~requirements~~determining whether a particular business combination is the most advantageous.

WeOur key personnel may be aable ~~passive~~to ~~foreign~~remain ~~investment~~with our company, after the completion of our initial business combination only if they are able to negotiate employment or ~~“PFIC,”~~consulting ~~which~~agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could ~~result~~ provide for such individuals to receive compensation in ~~adverse~~the Uform of cash payments and/or our securities for services they would render to us after the completion of the business combination.S. ~~federal~~Such ~~income~~negotiations ~~tax~~also ~~consequences~~could make such key personnel’s retention or resignation a condition to Uany such agreement.S The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. ~~investors~~In addition, pursuant to a registration and shareholder rights agreement, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.

IfThe weofficers ~~are~~and adirectors ~~PFIC~~of ~~for~~an ~~any~~acquisition ~~taxable~~candidate ~~year~~may ~~(or~~resign ~~portion thereof)~~upon ~~that~~completion ~~is included in the holding period~~ of ~~a beneficial owner of~~ our ~~Class A~~initial ~~ordinary~~business ~~shares~~combination. ~~who~~The orloss ~~that~~of isa ~~(i) an~~business ~~individual~~combination ~~who~~target’s iskey apersonnel ~~citizen~~could ornegatively ~~resident~~impact of the ~~United~~operations ~~States~~and asprofitability ~~determined~~of ~~for~~our Upost-combination business.S. ~~federal income tax purposes, (ii) a corporation (or other entity taxable as a~~

48The 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

~~Table~~45 ~~of Contents~~

~~corporation~~Table ~~for U.S. federal income tax purposes) organized in or under the laws~~ of the United States, any state 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 as a U.S. person (a “U.S. Holder”), such U.S. holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information. We urge U.S. investors to consult their tax advisors regarding the possible application of the PFIC rules. Contents

Wecandidate’s ~~may~~management ~~reincorporate~~team inwill ~~another~~remain ~~jurisdiction~~associated inwith ~~connection~~the ~~with~~acquisition candidate following our initial business combination, ~~and~~it ~~such~~is ~~reincorporation~~possible ~~may~~that ~~result~~members ~~in taxes~~of ~~imposed~~the onmanagement ~~shareholders~~of an acquisition candidate will not wish to remain in place.

WeOur ~~may,~~executive inofficers ~~connection with our initial business combination~~ and ~~subject~~directors towill ~~requisite~~allocate ~~shareholder approval~~their ~~under~~time ~~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~~ to ~~recognize~~other ~~taxable~~businesses ~~income~~thereby incausing ~~the~~conflicts ~~jurisdiction~~of ininterest ~~which the shareholder is a tax resident or~~ in ~~which~~their ~~its~~determination ~~members~~as ~~are resident if it is a tax transparent entity. We do not intend~~ to ~~make~~how ~~any~~much ~~cash~~time ~~distributions~~ to ~~shareholders~~devote to ~~pay~~our ~~such taxes~~affairs. ~~Shareholders~~This ~~may~~conflict beof ~~subject~~interest tocould ~~withholding~~have ~~taxes~~a ornegative ~~other~~impact ~~taxes with~~on ~~respect~~our ability to ~~their~~complete ~~ownership~~our ofinitial usbusiness ~~after the reincorporation~~combination.

~~Risks~~Our ~~Associated~~executive ~~with~~officers ~~Acquiring~~and directors are not required to, and ~~Operating~~will not, commit their full time to our affairs, which may result in a ~~Business~~conflict of interest in ~~Foreign Countries~~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 In particular, certain of our officers and directors may serve as an officer and/or director of other future special purpose acquisition companies. 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.

IfOur weofficers ~~pursue~~and adirectors ~~target~~presently ~~company~~have, ~~with~~and ~~operations~~any orof ~~opportunities~~them ~~outside~~in of the ~~United~~future ~~States for our initial business combination, we~~ may ~~face~~have additional, ~~burdens~~fiduciary inor ~~connection~~contractual ~~with~~obligations ~~investigating,~~to ~~agreeing~~other toentities and, ~~completing such initial business combination~~accordingly, ~~and~~may ifhave weconflicts ~~effect~~of ~~such~~interest ~~initial~~in ~~business~~determining ~~combination,~~to wewhich ~~would~~entity ~~be subject to~~ a ~~variety~~particular ofbusiness ~~additional~~opportunity ~~risks~~should ~~that may~~be ~~negatively impact our operations~~presented.

IfUntil we ~~pursue~~consummate aour ~~target~~initial abusiness ~~company~~combination, we intend to engage in the business of identifying and combining with ~~operations~~one or ~~opportunities~~more ~~outside~~businesses. Each of our officers and directors presently has, and any of them in the ~~United States~~future ~~for~~may ~~our~~have, ~~initial~~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, weopportunity ~~would~~to besuch entity subject to ~~risks~~his ~~associated~~or ~~with~~her ~~cross-border~~fiduciary ~~business~~duties ~~combinations~~under Cayman Islands law. Accordingly, ~~including~~they inmay ~~connection~~have ~~with~~conflicts ~~investigating,~~of ~~agreeing~~interest in determining to ~~and~~which ~~completing~~entity ~~our~~a ~~initial~~particular business ~~combination,~~opportunity ~~conducting~~should ~~due diligence~~be presented. These conflicts may not be resolved in aour ~~foreign~~favor ~~jurisdiction,~~and ~~having~~a ~~such~~potential ~~transaction~~target ~~approved~~business bymay ~~any~~be ~~local~~presented ~~governments,~~to ~~regulators~~another orentity ~~agencies~~prior ~~and~~to ~~changes~~its inpresentation ~~the~~to ~~purchase~~us, ~~price~~subject ~~based~~to ontheir ~~fluctuations~~fiduciary induties ~~foreign~~under ~~exchange~~Cayman ~~rates~~Islands law.

IfIn weaddition, ~~effect~~our founders and our ~~initial~~directors ~~business~~and ~~combination~~officers, Bain Capital Life Sciences, or its affiliates may in the future become affiliated with ~~such~~other ablank ~~company~~check companies that may have acquisition objectives that are similar to ours. Accordingly, wethey ~~would~~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 ~~special~~business ~~considerations~~combination opportunity offered to any director or ~~risks~~officer ~~associated~~unless ~~with companies~~such ~~operating~~opportunity is expressly offered to such person solely in anhis ~~international~~or ~~setting,~~her ~~including~~capacity ~~any~~as a director or officer of the ~~following:~~company and it is an opportunity that we are able to complete on a reasonable basis.

•Our ~~costs~~executive officers, directors, security holders and ~~difficulties~~their ~~inherent~~respective inaffiliates ~~managing~~may ~~cross-border~~have ~~business~~competitive ~~operations;~~pecuniary interests that conflict with our interests.

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

•46 ~~complex corporate withholding taxes on individuals;~~

•Table ~~laws~~of ~~governing the manner in which future business combinations may be effected;~~Contents

•The ~~exchange~~personal ~~listing~~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 ~~delisting~~our ~~requirements;~~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.

49We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or initial shareholders which may raise potential conflicts of interest.

~~Table~~In light of ~~Contents~~the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers, directors or initial shareholders. 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 for a business combination as set forth in “Proposed Business—Effecting Our Initial Business Combination—Evaluation of a Target Business and Structuring of Our Initial Business Combination” and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm 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 one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or initial shareholders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

•Our ~~tariffs~~management ~~and~~may ~~trade~~not ~~barriers;~~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.

•We ~~regulations~~may ~~related~~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 ~~customs~~be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities of the target, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and ~~import/export~~us ~~matters;~~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 portion of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

•47 ~~local or regional economic policies and market conditions;~~

•Table ~~unexpected~~of ~~changes in regulatory requirements;~~Contents

•Since ~~longer~~our ~~payment~~sponsor, ~~cycles;~~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.

On August 31, 2020, our sponsor paid $25,000 to cover for certain expenses on our behalf in exchange for the issuance of 3,593,750 founder shares, or approximately $0.007 per share. In September 2020, our sponsor transferred 30,000 founder shares to each of Allene Diaz, Barry Greene and Vikas Sinha. 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 and private placement shares will be worthless if we do not complete an initial business combination. In addition, our sponsor purchased 487,500 private placement shares, at a price of $10.00 per share ($4,875,000 in the aggregate), in a private placement simultaneously with the closing of our initial public offering. 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

~~• tax issues, such as tax law changes and variations in tax laws as compared to the United States;~~24-month

anniversary of the closing of our initial public offering nears, which is the deadline for our consummation of an initial business combination.

•General ~~currency~~Risk ~~fluctuations~~Factors ~~and exchange controls;~~

•We ~~rates~~have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of ~~inflation;~~operations and financial condition accurately and in a timely manner.

•Our ~~challenges~~management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in ~~collecting~~accordance ~~accounts~~with ~~receivable;~~GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described elsewhere in this Report, we have identified a material weakness in our internal control over financial reporting related to the company’s application of ASC

~~• cultural and language differences;~~480-10-S99-3A

to its accounting classification of the public shares. As a result of this material weakness, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2020. Historically, a portion of the public shares was classified as permanent equity to maintain shareholders’ equity greater than $5 million on the basis that the company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the amended and restated memorandum and articles of association. Pursuant to the company’s

~~• employment regulations;~~re-evaluation

of the company’s application of ASC

~~• underdeveloped or unpredictable legal or regulatory systems;~~480-10-S99-3A

to its accounting classification of the public shares, the company’s management has determined that all of the redeemable public shares should be reclassified as temporary equity regardless of the net tangible assets redemption limitation contained in the amended and restated memorandum and articles of association. For a discussion of management’s consideration of the material weakness identified related to the company’s application of ASC

~~• corruption;~~480-10-S99-3A

to its accounting classification of the public share, see Part II, Item 9A: Controls and Procedures included in this Report.

•To ~~protection~~respond to this material weakness, we plan to devote, significant effort and resources to the remediation and improvement of ~~intellectual~~our ~~property;~~internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials

•48 ~~social unrest, crime, strikes, riots and civil disturbances;~~

•Table ~~regime~~of ~~changes and political upheaval;~~Contents

•and ~~terrorist~~documents ~~attacks,~~and ~~natural~~increased ~~disasters~~communication among our personnel and ~~wars;~~third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

•Any ~~deterioration~~failure ofto ~~political~~maintain ~~relations~~such ~~with~~internal ~~the~~control ~~United~~could ~~States.~~adversely Weimpact ~~may~~our ~~not~~ability beto ~~able~~report toour ~~adequately~~financial ~~address~~position ~~these~~and ~~additional~~results ~~risks~~from operations on a timely and accurate basis. If weour ~~were~~financial ~~unable~~statements toare donot soaccurate, weinvestors may benot ~~unable~~have toa complete ~~such~~understanding ~~initial~~of ~~business~~our ~~combination,~~operations. orLikewise, if weour ~~complete~~financial ~~such~~statements ~~combination~~are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our ~~operations~~ordinary ~~might~~shares ~~suffer~~are listed, the SEC or other regulatory authorities. In either ofcase, ~~which~~a ~~may~~material ~~adversely~~adverse ~~impact~~effect on our business, could be the result of ineffective internal controls. Ineffective internal controls could also cause investors to lose confidence in our reported financial ~~condition~~information, ~~and~~which ~~results~~could have a negative effect on the trading price of ~~operations~~our stock.

IfWe ~~our~~can ~~management~~give ~~following~~no ~~our~~assurance ~~initial~~that ~~business~~the ~~combination~~measures iswe ~~unfamiliar~~plan ~~with~~to ~~United States~~take ~~securities~~in ~~laws,~~the ~~they~~future ~~may~~will ~~have~~remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to ~~expend~~a ~~time~~failure to implement and ~~resources~~maintain ~~becoming~~adequate ~~familiar~~internal ~~with~~control ~~such~~over ~~laws~~financial reporting or circumvention of these controls. In addition, ~~which~~even ~~could~~if ~~lead~~we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to ~~various~~prevent ~~regulatory~~or ~~issues~~identify irregularities or errors or to facilitate the fair presentation of our financial statements.

~~Following~~Past ~~our~~performance ~~initial~~by ~~business combination,~~ our management ~~may~~team ~~resign~~or ~~from~~ their ~~positions~~affiliates, asincluding ~~officers~~Bain orCapital ~~directors~~Life ofSciences, ~~the~~may ~~company~~not ~~and~~be ~~the management~~indicative of ~~the~~future ~~target~~performance ~~business at the time~~ of ~~the~~an ~~business~~investment ~~combination will remain~~ in ~~place~~us. Management of the target business may not be familiar with United States securities laws. 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.

50Information regarding performance by, or businesses associated with, our management team or their affiliates, including Bain Capital Life Sciences, is presented for informational purposes only. Any past experience of and performance by our management team or their affiliates, including Bain Capital Life Sciences, is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial business combination; or (2) of any results with respect to any initial business combination we may consummate. You should not rely on the historical record of our management team, Bain Capital Life Sciences or any of their affiliates’ or managed fund’s performance as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. An investment in us is not an investment in Bain Capital Life Sciences. Our management team has no prior experience in operating special purpose acquisition companies.

~~Table~~Cyber ofincidents ~~Contents~~or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

~~After~~We ~~our~~depend ~~initial~~on ~~business~~digital ~~combination~~technologies, ~~substantially~~including ~~all~~information systems, infrastructure and cloud applications and services, including those of ~~our~~third ~~assets~~parties ~~may~~with bewhich ~~located in~~we amay ~~foreign~~deal. ~~country~~Sophisticated and ~~substantially~~deliberate ~~all~~attacks ofon, or security breaches in, our ~~revenue~~systems ~~may~~or beinfrastructure, ~~derived~~or ~~from~~the ~~our~~systems ~~operations~~or ininfrastructure ~~such~~of ~~country.~~third ~~Accordingly~~parties or the cloud, ~~our~~could ~~results~~lead to corruption or misappropriation of ~~operations~~our assets, proprietary information and ~~prospects~~sensitive ~~will~~or beconfidential ~~subject,~~data. toAs aan early stage company without significant ~~extent~~investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to ~~the~~adequately ~~economic~~protect against, ~~political~~or ~~and~~to ~~social conditions~~investigate and ~~government~~remediate ~~policies~~any vulnerability to, ~~developments~~cyber ~~and~~incidents. ~~conditions~~It inis ~~the~~possible ~~country~~that inany ~~which~~of wethese ~~operate~~occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

~~The~~49 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

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

We ~~may~~are ~~reincorporate~~subject into ~~another~~laws ~~jurisdiction~~and inregulations ~~connection~~enacted by national, regional and local governments. In particular, we are required to comply with ~~our~~certain ~~initial~~SEC ~~business~~and ~~combination~~other legal requirements. Compliance with, and ~~the~~monitoring of, applicable laws ofand ~~such~~regulations ~~jurisdiction~~may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may ~~govern~~ ~~some~~also orchange ~~all~~from oftime ~~our~~to ~~future~~time and those changes could have a material ~~agreements~~adverse effect on our business, investments and weresults ~~may~~of

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