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utr:Year iso4217:USD xbrli:shares utr:Y

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-K

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

For the fiscal year ended December 31, ~~2021~~2022

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

FOR THE TRANSITION PERIOD FROM

COMMISSION FILE NUMBER

001-40549

Elliott Opportunity II Corp.

(Exact name of registrant as specified in its charter)\

Cayman Islands		98-1581385
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification Number)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

~~Phillips~~360 ~~Point~~S Rosemary Ave, ~~East~~18th ~~Tower~~Floor

~~777~~West S.Palm ~~Flagler Drive~~Beach, ~~Suite~~FL ~~1000~~33401

~~West~~(Address ~~Palm~~of ~~Beach,~~principal FLexecutive ~~33401~~offices) (Zip Code)

Registrant’s telephone number, including area code:

(~~Address of principal executive offices~~212) ~~(Zip Code)~~ 974-6000

~~974-6000~~Securities registered pursuant to Section 12(b) of the Act:

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares included as part of the Units, par value $0.0001 per share	EOCW	The New York Stock Exchange
Redeemable warrants to acquire one Class A ordinary share included as part the Units	EOCW WS	The New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-fourth of a redeemable warrant to acquire one Class A ordinary share	EOCW.U	The New York Stock Exchange

Title of each class	TradingSymbol(s)	Name of each exchangeon which registered
Class A ordinary shares included as part of the Units, par value $0.0001 per share	EOCW	The New York Stock Exchange
Redeemable warrants to acquire one Class A ordinary share included as part the Units	EOCW WS	The New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-fourth of a redeemable warrant to acquire one Class A ordinary share	EOCW.U	The New York Stock Exchange

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

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

~~Indicate~~Auditor byFirm ~~check~~Id: ~~mark~~688 Auditor ifName: ~~the~~Marcum ~~registrant~~LLP isAuditor aLocation: ~~well-known~~West ~~seasoned~~Palm ~~issuer~~Beach, asFlorida, ~~defined~~United inStates ~~Rule 405 of the Securities Act. Yes ☐ No ☒~~

~~Auditor~~Indicate ~~Firm~~by ~~Id:~~check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

~~688~~Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant (1) has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

~~Auditor Name: Marcum LLP Auditor Location: West Palm Beach, Florida, United States~~S-T

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒~~ non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

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

of the Exchange Act. (Check one):

SLarge accelerated filer ☐ Accelerated filer ☐ Non-Taccelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒

~~non-accelerated~~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~~Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-2Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

~~Large~~If ~~accelerated~~securities ~~filer~~are ☐registered ~~Accelerated~~pursuant ~~filer~~to ☐Section 12(b) ~~Non-accelerated~~of ~~filer~~the ☒Act, ~~Smaller~~indicate ~~reporting~~by ~~company~~check ☒mark ~~Emerging~~whether ~~growth~~the ~~company~~financial ☒statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

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§240.10D-1(ab) ~~of the Exchange Act~~. ☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes12b-~~Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐~~ 2

of the Act). Yes ☒ No ☐

The aggregate market value of the ordinary shares held by

~~12b~~non-2affiliates

of the registrant, computed as of June 30, 2022 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $592,434,000.

~~non-affiliates~~A

~~$610~~s of March 15,~~109,500~~ 2023

As, of60,950,000 Class A ordinary shares, par value $0.0001 per share, and 15,237,500 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

~~April~~DOCUMENTS ~~13,~~INCORPORATED ~~2022~~BY REFERENCE

~~, 60,950,000 Class A ordinary shares, par value $0~~None.~~0001~~ ~~per share, and 15,237,500 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.~~

DOCUMENTSTable INCORPORATEDof BY REFERENCE Contents

~~None.~~TABLE OF CONTENTS

Table of Contents


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY			1
PART I			2
ITEM 1. BUSINESS.			2
ITEM 1A. RISK FACTORS.			26
ITEM IB. UNRESOLVED STAFF COMMENTS.			62
ITEM 2. PROPERTIES.			62
ITEM 3. LEGAL PROCEEDINGS.			62
ITEM 4. MINE SAFETY DISCLOSURES.			62
PART II			63
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.			63
ITEM 6. SELECTED FINANCIAL DATA.			63
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.			64
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.			69
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.			69
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.			69
ITEM 9A. CONTROLS AND PROCEDURES.			69
ITEM 9B. OTHER INFORMATION.			70
PART III			71
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.			71
ITEM 11. EXECUTIVE COMPENSATION.			85
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.			86
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.			89
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.			91
PART IV			92
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.			92
SIGNATURES			94

TABLETable OFof CONTENTS Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY			1
PART I			2
ITEM 1. BUSINESS.			2
ITEM 1A. RISK FACTORS.			26
ITEM IB. UNRESOLVED STAFF COMMENTS.			61
ITEM 2. PROPERTIES.			61
ITEM 3. LEGAL PROCEEDINGS.			61
ITEM 4. MINE SAFETY DISCLOSURES.			61
PART II			62
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.			62
ITEM 6. SELECTED FINANCIAL DATA.			62
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.			63
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.			68
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.			68
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.			68
ITEM 9A. CONTROLS AND PROCEDURES.			68
ITEM 9B. OTHER INFORMATION.			69
PART III			70
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.			70
ITEM 11. EXECUTIVE COMPENSATION.			84
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.			85
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.			88
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.			90
PART IV			91
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.			91
SIGNATURES			93

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND SUMMARY RISK FACTORS

~~Table~~Some of ~~Contents~~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,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward- looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report on Form 10-K may include, for example, statements about:

~~CAUTIONARY~~• ~~NOTE~~our ~~REGARDING~~ability ~~FORWARD-LOOKING~~to ~~STATEMENTS~~select ~~AND~~an ~~SUMMARY~~appropriate ~~RISK~~target ~~FACTORS~~business or businesses;

~~10-K~~• our ability to complete our initial business combination;

• our ~~ability~~expectations toaround ~~select~~the anperformance ~~appropriate~~of a prospective target business or businesses;

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

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

• our ~~success~~potential inability ~~retaining~~to orobtain ~~recruiting,~~additional orfinancing ~~changes~~to ~~required~~complete ~~in,~~ our ~~officers, key employees or directors following our~~ initial business combination;

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

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

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

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

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

• ~~our~~the ~~public~~use ~~securities’~~of ~~potential~~proceeds ~~liquidity~~not ~~and~~held ~~trading~~in the Trust Account (as described herein) or available to us from interest income on the Trust Account balance;

• the ~~lack~~Trust ofAccount anot ~~market~~being ~~for~~subject ~~our~~to ~~securities~~claims of third parties; or

• ~~the~~our ~~use~~financial ~~of proceeds not held in the Trust Account (as described herein) or available to us from interest income on the Trust Account balance;~~performance.

•The ~~the~~forward-looking ~~Trust~~statements ~~Account~~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 ~~being~~limited ~~subject~~to, those factors described under the heading “Risk Factors” in this Annual Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to ~~claims~~update or revise any forward-looking statements, whether as a result of ~~third~~new ~~parties;~~information, future events or otherwise, except as may be required under applicable securities laws.

•1 ~~our financial performance.~~

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

1PART I

~~Table~~References in this report to “we,” “us” or the “Company” refer to Elliott Opportunity II Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Elliott Opportunity Sponsor II L.P., a Delaware limited partnership. References to our “initial shareholders” refer to the holders of ~~Contents~~Founder Shares.

~~PART~~ITEM 1. IBUSINESS.

~~References~~General in this report to “we,” “us” or the “Company” refer to Elliott Opportunity II Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Elliott Opportunity Sponsor II L.P., a Delaware limited partnership. References to our “initial shareholders” refer to the holders of Founder Shares.

~~ITEM~~We are a blank check company incorporated as a Cayman Islands exempted company on February 1, 2021. ~~BUSINESS~~The Company was incorporated for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets (the “Business Combination”). The Company’s sponsor is Elliott Opportunity Sponsor II L.P., a Delaware limited partnership (the “Sponsor”). Elliott Investment Management L.P., a global investment management firm that manages approximately $46 billion in assets as of April 1, 2021, is an affiliate of our sponsor.

~~General~~The registration statement for the Company’s initial public offering (the “IPO”) was declared effective on June 28, 2021 (the “Effective Date”). On July 1, 2021, the Company consummated the IPO of 60,950,000 units (the “Units”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 7,950,000 Units, at $10.00 per unit, generating gross proceeds of $609,500,000.

WeSimultaneously ~~are~~with athe ~~blank~~closing ~~check~~of ~~company~~the ~~incorporated as a Cayman Islands exempted company on February 1~~IPO, ~~2021.~~the ~~The~~ Company ~~was~~consummated ~~incorporated for~~ the ~~purpose~~sale of ~~effecting a merger~~10, ~~capital share exchange~~793,333 ~~asset~~warrants ~~acquisition,~~to ~~share~~the ~~purchase,~~Sponsor ~~reorganization or similar business combination with one or more businesses or assets~~ (the “~~Business~~Private ~~Combination~~Placement Warrants”)., ~~The~~at ~~Company’s~~a ~~sponsor~~price isof ~~Elliott~~$1.50 ~~Opportunity~~per ~~Sponsor~~Private IIPlacement ~~L.P.~~Warrant, agenerating ~~Delaware~~gross ~~limited~~proceeds ~~partnership~~of ~~(the “Sponsor”)~~$16,190,000. ~~Elliott~~Each ~~Investment~~Private ~~Management~~Placement ~~L.P.,~~Warrant ais ~~global~~exercisable ~~investment~~to ~~management~~purchase ~~firm~~one ~~that manages approximately $46~~Class ~~billion~~A inordinary ~~assets~~share asat of$11.50 ~~April 1,~~per ~~2021, is an affiliate of our sponsor~~share.

~~The~~Transaction ~~registration~~costs ~~statement~~of ~~for~~ the ~~Company’s initial public offering (the “~~IPO”) ~~was~~amounted ~~declared~~to ~~effective on June 28~~$34, ~~2021 (the “Effective Date”). On July 1~~844, ~~2021~~966, ~~the~~comprised ~~Company consummated the IPO~~ of 60$12,~~950~~190,000 ~~units~~of ~~(the~~underwriting ~~“Units”)~~discount, ~~which~~$21,332,500 ~~included~~of ~~the~~deferred ~~full~~underwriting ~~exercise~~discount, byand ~~the~~$1,322,466 ~~underwriters~~ of ~~the~~other ~~over-allotment~~offering ~~option~~costs, toand ~~purchase~~of anwhich ~~additional 7~~$1,~~950~~053,~~000~~837 ~~Units,~~were atallocated ~~$10.00~~to ~~per~~expense ~~unit,~~associated ~~generating~~with ~~gross~~the ~~proceeds~~warrant ~~of $609,500,000~~liability.

~~Simultaneously~~Following ~~with~~ the closing of the IPO on July 1, 2021, $609,500,000 (approximately $10.00 per Unit) from the ~~Company~~net ~~consummated~~proceeds of the sale of 10the Units in the IPO,~~793,333~~ ~~warrants~~including toa portion of the ~~Sponsor~~proceeds (from the “sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”), atlocated in the United States with Continental Stock Transfer & Trust Company acting as trustee, and is only invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) ~~price~~of the Investment Company Act, having a maturity of $1185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.50S. ~~per~~government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement ~~Warrant~~Warrants will not be released from the Trust Account (1) to the Company, ~~generating~~until ~~gross~~the ~~proceeds~~completion of ~~$16~~the initial Business Combination,~~190~~ or (2) to the public shareholders,~~000~~ until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend the amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the Initial public offering (the “Combination Period”), or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial business combination activity, and (c) the redemption of the public shares if the Company has not consummated the initial Business Combination within 24 months from the closing of the Initial public offering. ~~Each~~Public ~~Private~~shareholders ~~Placement~~who ~~Warrant~~redeem istheir ~~exercisable~~Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to ~~purchase~~funds ~~one~~from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary ~~share~~shares atso ~~$11~~redeemed.50 ~~per~~The ~~share~~proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.

~~Transaction~~2 costs of the IPO amounted to $34,844,966, comprised of $12,190,000 of underwriting discount, $21,332,500 of deferred underwriting discount, and $1,322,466 of other offering costs, and of which $1,053,837 were allocated to expense associated with the warrant liability.

2a-7Table of Contents

~~pre-~~The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

2The Company will have 24 months from July 1, 2021, the closing of the IPO, to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company 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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to consummate an initial Business Combination within 24 months from the closing of the Public Offering.

~~Table~~The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares they hold in connection with the completion of ~~Contents~~the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and any public shares purchased during or after the Public Offering in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Class A ordinary shares the right to have their shares redeemed in connection with its initial Business Combination or to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 24 months from the closing of the Public Offering, (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares or pre-initial business combination activity and, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares or private placement warrants they hold if the Company fails to consummate the Business Combination within 24 months from the closing of the Public Offering (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within 24 months from the closing of the Public Offering).

The ~~Company~~Sponsor ~~will~~has ~~provide~~agreed ~~its~~that ~~public~~it ~~shareholders~~will ~~with~~be liable to the ~~opportunity~~Company if and to ~~redeem~~the ~~all~~extent orany claims by a ~~portion~~third ofparty ~~their~~(excluding the Company’s independent registered public ~~shares~~accounting ~~upon~~firm) ~~the~~for ~~completion~~services ofrendered or products sold to the ~~initial~~Company, ~~Business~~or ~~Combination~~a ~~either~~prospective ~~(i) in~~target ~~connection~~business with which the Company has discussed entering into a ~~general~~transaction ~~meeting~~agreement, ~~called~~reduce the amounts in the Trust Account to ~~approve~~below the ~~initial~~lesser ~~Business~~of ~~Combination~~(i) or$10.00 per public share and (ii) bythe ~~means~~actual ofamount aper ~~tender~~public ~~offer.~~share ~~The~~held ~~decision~~in the Trust Account as toof ~~whether~~the date of the ~~Company~~liquidation ~~will~~of ~~seek~~the ~~shareholder~~Trust ~~approval~~Account, if less than $10.00 per share due to reductions in the value of athe ~~proposed~~trust ~~initial~~assets, ~~Business~~in ~~Combination~~each orcase ~~conduct~~net aof ~~tender~~the ~~offer~~interest ~~will~~that may be ~~made~~withdrawn byto pay the Company,’s ~~solely~~tax inobligations, ~~its~~provided ~~discretion.~~that ~~The~~such ~~shareholders~~liability will benot ~~entitled~~apply to ~~redeem~~any ~~their~~claims ~~shares~~by ~~for~~ a ~~pro~~third ~~rata~~party ~~portion~~or prospective target business who executed a waiver of ~~the~~any ~~amount~~and ~~then~~all onrights ~~deposit~~to inseek access to the Trust Account ~~(initially~~nor ~~approximately~~will ~~$10.00~~it ~~per~~apply ~~share,~~to ~~plus~~ any ~~pro~~claims ~~rata~~under ~~interest~~the ~~earned~~Company’s onindemnity of the ~~funds~~underwriters ~~held~~of the Initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the ~~Trust~~event ~~Account~~that ~~and~~an ~~not~~executed ~~previously~~waiver ~~released~~is deemed to be unenforceable against a third party, the Company’s sponsor will not be responsible to ~~pay~~the ~~its~~extent ~~tax~~of ~~obligations)~~any liability for such third-party claims. However, the Company has not asked the Sponsor to reserve

~~per-share~~3

pre-initialTable of Contents

~~The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm)~~ for ~~services~~such ~~rendered~~indemnification orobligations, ~~products~~nor ~~sold~~has to the Company, orindependently averified ~~prospective~~whether ~~target business with which~~ the ~~Company~~Sponsor has ~~discussed~~sufficient ~~entering~~funds ~~into a transaction agreement, reduce the amounts in the Trust Account~~ to ~~below~~satisfy ~~the~~its ~~lesser~~indemnity ofobligations ~~(i) $10.00 per public share~~ and ~~(ii)~~ the ~~actual~~Company ~~amount~~believes ~~per~~that ~~public share held in~~ the ~~Trust~~Sponsor’s ~~Account~~only asassets ofare ~~the~~securities ~~date~~ of the ~~liquidation~~Company. ~~of the Trust Account~~Therefore, ~~if less than $10.00 per share due to reductions in~~ the ~~value~~Company ofcannot ~~the~~assure ~~trust~~that ~~assets, in each case net of~~ the ~~interest~~Sponsor ~~that~~would ~~may~~ be ~~withdrawn~~able to ~~pay~~satisfy ~~the~~those ~~Company’s tax~~ obligations,. ~~provided~~None ~~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 the~~ Company’s ~~indemnity~~officers ofor ~~the~~directors ~~underwriters~~will ofindemnify the ~~Initial~~Company ~~public~~for ~~offering~~claims ~~against~~by ~~certain~~third ~~liabilities,~~parties including ~~liabilities under the Securities Act. Moreover~~, inwithout ~~the event that an executed waiver is deemed to be unenforceable against a third party~~limitation, ~~the~~claims ~~Company’s~~by ~~sponsor~~vendors ~~will~~and ~~not~~prospective betarget ~~responsible to the extent of any liability for such third-party claims~~businesses. ~~However, the Company has not asked the Sponsor to reserve~~

3Our Company

~~Table~~We are affiliated with Elliott. Launched in 1977 by Paul Singer, Elliott’s domestic fund is one of ~~Contents~~the oldest funds of its kind under continuous management. Elliott employs over 500 people worldwide as of December 31, 2022, with nearly half dedicated to identifying and managing investments, trading and research. The six most senior investment professionals have an average of 30 years of investment experience and an average tenure of 25 years at Elliott. One of the key elements of Elliott’s investment approach is its focus on the creation—not just identification—of value.

Elliott has invested across a range of industries with a demonstrated aptitude for ~~such~~technology ~~indemnification~~investments. ~~obligations~~Elliott’s technology team includes private equity and public equity investment professionals, ~~nor~~and works alongside an experienced team of operating executives and other consultants. Elliott’s private equity team has ~~the~~closed ~~Company~~more ~~independently~~than ~~verified~~$80 billion ~~whether~~in ~~the~~technology ~~Sponsor~~and technology-enabled private equity transactions in their careers across approximately 30 platform companies and approximately 30 add-on acquisitions. Elliott has ~~sufficient~~built ~~funds~~relationships towith ~~satisfy~~operating ~~its~~executives ~~indemnity~~and ~~obligations~~other consultants, including six technology operating executives who have extensive technology experience with more than 150 years of cumulative leadership and ~~the~~operational ~~Company~~roles ~~believes~~in ~~that~~technology ~~the~~companies. ~~Sponsor~~These executives also possess, cumulatively, decades of experience advising private equity firms and their portfolio companies. Elliott’s ~~only~~private ~~assets~~investments ~~are~~in ~~securities~~technology ofand ~~the~~technology-enabled ~~Company~~services include ASG Technologies, athenahealth, BMC Software, Coveo, Cubic, E2open, Gigamon, LogMeIn, Mitchell, MSC Software, Novell, Quest Software, SonicWall, Travelport and WorkForce Software. ~~Therefore~~Additionally, ~~the~~Elliott’s ~~Company~~public ~~cannot~~equity ~~assure~~team ~~that~~has ~~the~~invested ~~Sponsor~~in ~~would~~more bethan ~~able~~85 topublic ~~satisfy~~technology, ~~those~~media ~~obligations~~or telecommunications companies. ~~None~~As one of the ~~Company’s~~largest, ~~officers~~most orrecognized ~~directors~~and ~~will~~engaged ~~indemnify~~investors, Elliott has extensive experience collaborating with management teams and boards of public companies to create value. Examples of public equity investments in the ~~Company~~technology, ~~for~~media ~~claims~~and bytelecommunications ~~third~~sectors ~~parties~~include ~~including~~Akamai Technologies, ~~without~~ASM ~~limitation~~International, ~~claims~~AT&T, byCDK ~~vendors~~Global, ~~and~~Citrix, ~~prospective~~Dell, ~~target~~eBay, ~~businesses~~EMC, F5 Networks, Informatica, Juniper Networks, Mentor Graphics, NetApp, SAP, SoftBank, and Twitter.

Our ~~Company~~management expects to benefit from Elliott’s long history of investing in both public and private companies in the technology space, which has contributed to Elliott’s knowledge of the sector and a broad set of relationships, including with private equity sponsors, industry executives and board members, operating executives, bankers, and other advisors that it leverages to help source deals, conduct extensive due diligence on investment opportunities and work with companies to enhance value. Elliott’s network of relationships in the technology sector is unique and provides a distinct competitive advantage in completing an investment.

We are ~~affiliated~~a ~~with~~portfolio ~~Elliott.~~investment ~~Launched~~indirectly inowned ~~1977~~ by ~~Paul Singer,~~ Elliott’s domestic fund isand ~~one~~international offund (together, the ~~oldest~~“Funds”), ~~funds~~which have provided all of ~~its~~the ~~kind~~risk ~~under~~capital ~~continuous~~to ~~management~~fund our launch. ~~Elliott~~As ~~employs~~such, ~~480~~we ~~people~~will ~~worldwide~~have asaccess to Elliott’s platform of ~~December 31~~team members, ~~2021~~deal prospects, and network, along with ~~nearly~~any ~~half~~necessary ~~dedicated~~resources to ~~identifying~~aid ~~and~~in ~~managing~~our ~~investments~~identification, ~~trading~~diligence, and ~~research.~~operational ~~The~~support ~~six~~of ~~most~~a ~~senior~~target ~~investment~~for the initial business combination. Elliott’s professionals, ~~have~~including anour ~~average~~Co-Chief ofExecutive 30Officers, ~~years~~David Kerko and Isaac Kim, are required to dedicate substantially all of ~~investment~~their ~~experience~~business time to the affairs of Elliott and anits ~~average~~affiliates. ~~tenure~~As a portfolio investment of 25the ~~years~~Funds, atwe expect we will receive substantial time and support from the Elliott platform. ~~One~~In ofconnection with our initial public offering, we entered into an administrative services agreement with our sponsor providing for the ~~key~~reimbursement ~~elements~~for office space, secretarial and administrative services provided to us by our sponsor, in the amount of ~~Elliott’s~~up ~~investment~~to ~~approach~~$10,000 per month. Other than the administrative services agreement, there is ~~its~~no ~~focus~~other onagreement with the ~~creation—not~~Funds ~~just~~or ~~identification—~~Elliott in respect of ~~value~~any services.

~~add-on~~Our Team

Our management ~~expects~~team tois ~~benefit~~led ~~from~~by ~~Elliott’s~~Jesse ~~long~~Cohn, ~~history~~Co-Chairman of ~~investing~~the inBoard ~~both~~of ~~public~~Directors, ~~and~~Gordon ~~private companies in the technology space~~Singer, ~~which~~Co-Chairman ~~has contributed to Elliott’s knowledge~~ of the ~~sector~~Board ~~and a broad set~~ of ~~relationships~~Directors, ~~including~~David ~~with~~Kerko, ~~private~~Co-Chief ~~equity~~Executive ~~sponsors~~Officer, ~~industry~~Isaac ~~executives~~Kim, ~~and~~Co-Chief ~~board~~Executive ~~members~~Officer, ~~operating~~Nabeel ~~executives~~Bhanji, ~~bankers~~President, ~~and~~Steven ~~other~~Barg, ~~advisors~~Chief ~~that~~Financial ~~it leverages to help source deals~~Officer, ~~conduct extensive due diligence on investment opportunities~~ and ~~work~~Terry ~~with~~Kassel, ~~companies~~Chief toStrategy ~~enhance value~~Officer. ~~Elliott’s network of relationships in the technology sector is unique and provides a distinct competitive advantage in completing an investment.~~

~~Co-Chief~~4

OurTable Teamof Contents

Mr. Jesse Cohn (Co-Chairman of the Board of Directors) Jesse Cohn is an Equity Partner, and Managing Partner at Elliott Investment Management L.P., supporting Jon Pollock and Paul Singer in overseeing the global situational investment teams. Mr. Cohn is also a member of the Management and Global Situational Investment Committees. Mr. Cohn is a member of the Advisory Board at the Harvard Law School Program on Corporate Governance. Prior to joining Elliott in 2004, Mr. Cohn was an analyst in the mergers and acquisitions group at Morgan Stanley. Mr. Cohn earned his B.S. in Economics from the University of Pennsylvania’s Wharton School of Business, from which he graduated summa cum laude. Mr. Cohn currently serves as a member of the board of directors of several companies, including Cloud Software Group, Inc. since 2022, Ark Continuity since 2012, and Travelport Worldwide Ltd. since 2019. Among other public and private companies, Mr. Cohn has previously served as a member of the board of directors of Cloud Software Group, Inc., ASG Technologies, eBay, Inc., Athenahealth, Inc., Cardiopulmonary Corporation, BMC Software, Inc., LogMeIn Inc., E2Open LLC, MSC Software Corporation, Citrix Systems Inc., and Twitter, Inc.

Mr. Gordon Singer (Co-Chairman of the Board of Directors) Gordon Singer is an Equity Partner, and Managing Partner of Elliott Investment Management L.P., supporting Jon Pollock and Paul Singer in overseeing the global situational investing teams. Mr. Singer has also been Head of Elliott’s London office since 2009 and a member of Elliott Investment Management L.P.’s Management Committee since 2007. He is also a member of the Risk, Valuation, Compliance and Operational Risk, and Global Situational Investment Committees at Elliott Investment Management L.P. Prior to joining Elliott in 1998, Mr. Singer worked at Lehman Brothers in the Investment Banking Analyst Program. Mr. Singer graduated from Williams College. Mr. Singer currently serves as a member of the board of directors of Ember Alpha Ltd. since 2017 and both AC Milan and Barnes & Noble, Inc. since 2021.

Mr. David Kerko (Co-Chief Executive Officer) David Kerko is Head of North America Private Equity at Elliott Investment Management L.P. Prior to joining Elliott in 2021, Mr. Kerko was an Advisor to KKR & Co. Inc. (KKR) from 2015 through June 2020. From 2010 to 2015, Mr. Kerko was a Member at KKR and served as Co-head of the Technology Group from 2013 to 2015. Mr. Kerko joined KKR in 1998 and played an active role building the firm’s technology platform from 2006 to 2015. Prior to joining KKR, Mr. Kerko was with Gleacher NatWest Inc. where he was involved in mergers and acquisition transactions and financing work. He holds a B.S. from The Wharton School at the University of Pennsylvania and a B.S.E., summa cum laude, from the School of Engineering and Applied Science at the University of Pennsylvania.

Mr. Isaac Kim (Co-Chief Executive Officer) Isaac Kim is a Senior Managing Director at Evergreen Coast Capital, the private equity affiliate of Elliott Investment Management L.P. Prior to establishing Evergreen in 2015, Mr. Kim was a Principal at Golden Gate Capital where he led investments in software. Before that, he was a consultant at Bain & Company. Outside of his professional career, Mr. Kim serves on the board of YANA Ministry and ScholarMatch. Mr. Kim has an A.B. in Economics from Harvard University and an M.B.A. from the Stanford Graduate School of Business.

4Mr. Nabeel Bhanji (President) Nabeel Bhanji is a Senior Portfolio Manager in Elliott Investment Management L.P.’s London office. Prior to joining Elliott in 2012, Mr. Bhanji was a private equity investor at Apax Partners. Before that, he was an investment banker at Goldman Sachs. Mr. Bhanji has a B.A. in Philosophy, Politics and Economics from Oxford University and an M.B.A. from Harvard Business School. Mr Bhanji currently serves as member of the board of directors of Toshiba Corporation.

~~Table~~Mr. Steven Barg (Chief Financial Officer) Steven Barg is Global Head of ~~Contents~~Corporate Engagement at Elliott Investment Management L.P. Prior to joining Elliott in February of 2020, Mr. Barg was a Participating Managing Director at Goldman Sachs, from 2010 until 2019. From 2010 until 2012, Mr. Barg served as Co-head of Asian Equity Capital Markets in Hong Kong. In 2013, he returned to New York to establish what became the firm’s Activism and Shareholder Advisory practice, which he led globally until 2019. In addition, while at Goldman, Mr. Barg served on both the Asian and the Global Equity Commitments Committees and was Global Head of Diversity for the Investment Banking Division. Prior to joining Goldman Sachs, Mr. Barg ran first the Asian equity and then the integrated capital markets business for UBS in Hong Kong beginning in 2006. Prior to UBS, Mr. Barg also served as a managing director in Equity Capital Markets at Credit Suisse in New York and London. In total, Mr. Barg had a 30 year career in investment banking prior to joining Elliott. Mr. Barg currently serves as a member of the board of directors of Cardinal Health, Inc. since October 2022. Mr. Barg holds a B.A. from Wesleyan University and an M.B.A. from the Stanford Graduate School of Business. In addition, Mr. Barg was a Henry Luce Scholar in Hong Kong and a Coro Fellow in Public Affairs in New York.

~~Mr.~~5

JesseTable Cohnof Contents

Ms. Terry Kassel (Chief Strategy Officer) Terry Kassel is the Head of Strategic Human Resources at Elliott Investment Management L.P. and serves as Counsel on the Management Committee. Ms. Kassel is also a member of the Compliance and Operational Risk Committee. Previously, Ms. Kassel was Global Head of Human Resources and a member of the Operating Committee at Merrill Lynch & Co-., Inc. from 2001 to 2006, Counsel and Head of Human Resources for the Private Client Division at Merrill Lynch & Co., Inc. from 2000 to 2001, and Litigation Counsel at Merrill Lynch, Pierce, Fenner & Smith from 1985 to 2000. Ms. Kassel serves as Chairman of the Board of Start-Up Nation Central, a not-for-profit based in Israel and inspired by the book, Start-Up Nation. She also serves as Director of the Paul E. Singer Foundation, and as Board Member of the Jewish Funders Network and Jewish Food Society. Ms. Kassel earned a J.D. from Seton Hall University and a B.A. in Political Science from New York University.

~~Mr.~~Our Independent Directors(1)

~~Gordon~~Our ~~Singer~~efforts to seek a suitable business combination target will be complemented and augmented by the expertise and network of the relationships of our independent directors, Michael Capellas, Moira Kilcoyne and Val Rahmani, each of whom have extensive experience in business and financial matters.

~~(Co~~Mr. Michael Capellas serves as a director as of the consummation of our initial public offering. Mr. Capellas has served as founder and Chief Executive Officer of Capellas Strategic Partners since November 2012. He served as Chairman of the Board of VCE Company, LLC from January 2011 until November 2012 and as Chief Executive Officer of VCE from May 2010 to September 2011. Mr. Capellas was the Chairman and Chief Executive Officer of First Data Corporation from September 2007 to March 2010. From November 2002 to January 2006, he served as Chief Executive Officer of MCI, Inc., previously WorldCom. From November 2002 to March 2004, he was also Chairman of the Board of WorldCom, and he continued to serve as a member of the board of directors of MCI until January 2006. Mr. Capellas left MCI as planned in early January 2006 upon its acquisition by Verizon Communications Inc. Previously, Mr. Capellas was President of Hewlett-Packard Company from May 2002 to November 2002. Before the merger of Hewlett-Packard and Compaq Computer Corporation in May 2002, Mr. Capellas was President and Chief Executive Officer of Compaq, a position he had held since July 1999, and Chairman of the Board of Compaq, a position he had held since September 2000. Mr. Capellas held earlier positions as Chief Information Officer and Chief Operating Officer of Compaq. Mr. Capellas also currently serves as the chairman of the board of directors of Flex Ltd., the chairman of the board of directors of Blue Yonder Group, Inc., the lead independent director of Cisco and is on the board of directors of The Beauty Health Company and OnSolve. He previously served as lead independent director of MuleSoft, Inc., ending in 2018. Mr. Capellas holds a B.B.A. from Kent State University.

MrMs. Moira Kilcoyne serves as a director. Ms. Kilcoyne is a 30+ year technology and financial industry veteran. Moira retired from Morgan Stanley in early 2016 as the Co-Head of Global Technology and member of the Firm’s Management Committee. In her time with Morgan Stanley, Moira held a number of leadership positions. These included Global Co-CIO and Head of Technology for the Wealth and Investment Management organizations, where she was responsible for the overall Morgan Stanley Smith Barney Integration and Conversion efforts. She served as the COO of Global Operations, Technology and Data from 2008 to 2010 and International CIO based in London from 1996 to 2004. Her performance in mission critical roles eventually led to her serving as Global Co-CIO from 2013 to 2016. Kilcoyne began her career at IBM, where she served in multiple technical roles, before moving on to Morgan Stanley. She currently serves on the board of UK-based Quilter PLC., Arch Capital Group and is a member of the board of Governors of FINRA. Ms. Kilcoyne holds a B.S. from Manhattan College. We believe that Ms. Kilcoyne’s extensive global technology and operations experience, especially in the financial services industry make her well qualified to serve as a member of our board of directors.

(1) Charles Phillips resigned from his positions as an independent director of the Board of Directors, the chairman of the nominating and corporate governance committee, the co-chairman of the operating committee and a member of the audit committee, effective August ~~David~~26, ~~Kerko~~2022.

~~(Co-Chief~~6

Co-headTable of Contents

MrMs. Val Rahmani serves as a director as of the consummation of our initial public offering. Ms. Rahmani is a non-executive Director of the London Stock Exchange Group plc. She is also a non-executive Director of RenaissanceRe Holdings Ltd, a Bermuda-based reinsurance company. She is a non-executive Director of CTG Inc, a Nasdaq-listed Technology solutions company. Val is a non-executive Director of Entrust, a Minneapolis based private Trusted Identity company. From 2009-2012 Val served as Chief Executive Officer of Damballa, Inc., a venture capital-funded cybersecurity company headquartered in Atlanta, Georgia. Prior to this, Ms. Rahmani was with IBM in various managerial capacities for 28 years. Her last role with IBM was General Manager of IBM Internet Security Systems. Other IBM roles included General Manager of the $2.7 billion Global Technology Services business, head of the Sales and Services Strategy unit, General Manager of IBM’s $3.5 billion UNIX server business, General Manager of IBM’s Mobile business as well as serving as the Executive Assistant to Louis Gerstner, then Chairman and Chief Executive Officer, Ms. Rahmani holds an MA and a Doctor of Philosophy degree in Chemistry from Oxford University, England. We believe that Ms. Rahmani’s experience in executive roles and a background of leading global organizations in the technology industry make her well qualified to serve as a member of our board of directors.

~~Isaac~~Business ~~Kim~~Strategy

~~(Co~~Our business strategy is to identify and complete a business combination that creates long-~~Chief~~term value for our shareholders. We believe our investment team’s prior experience and track record of investing in public and private companies, along with our rigorous fundamental approach, will enable us to successfully identify and execute an initial business combination. We will leverage Elliott’s extensive network of relationships, ranging from senior management teams at public and private companies to investment partners and advisors, to assist in the identification of potential targets for the initial business combination.

~~Mr.~~We believe our management team will be able to execute on our business strategy by leveraging Elliott’s core competencies, including the following:

~~Nabeel~~• ~~Bhanji~~Sourcing capabilities: Given alignment with the Funds, we have direct access to Elliott’s global investment resources, which focus on developing proprietary investment opportunities. Our opportunity targeting is further enhanced by Elliott’s domain expertise in the technology sector, as Elliott has either invested in potential targets (either in the private or public markets), invested in direct competitors of potential targets or operated within potential targets through its operating executive network of consultants. Our management team has a relationship network built through our public investing activities as well as our private equity activities, which serves as a unique cross-section for deal sourcing. Given that a number of Elliott’s value-creation engagements at public companies have resulted in public-to-private opportunities for other private equity firms, our management team has strong private equity relationships. In addition, given Elliott’s flexible capital deployment mandate, Elliott has helped finance a number of other firms’ private equity transactions, which also has strengthened relationships in the private equity community. Finally, through Elliott’s Menlo Park, CA office and technology private equity team, Elliott has developed a number of important relationships with leading growth equity firms, venture capital firms, and relevant intermediaries across the industry from which we expect to benefit.

~~(President)~~• Fundamental analysis: We believe that Elliott’s professionals possess the skills, resources and experience to both identify and create value. Elliott’s investment team, which includes our management team, has more than 100 years of cumulative experience investing in and working with technology companies, and Elliott’s network of operating executives have more than 150 years’ experience cumulatively operating technology businesses. These executives also possess, cumulatively, decades of experience advising private equity firms and their portfolio companies. The investment team and operating executives spend significant time conducting primary due diligence as part of Elliott’s research process, and these professionals engage directly with portfolio companies to help identify and execute on valuation creation levers.

Mr• Strong public shareholding stewardship: Elliott’s history in public equity investing demonstrates its long-term value creation mindset. Elliott drives change in many of the public companies in which it invests, and the application of this capability and mindset should help drive performance post-business combination. Furthermore, our management’s experience in the public markets developed at Elliott will be a key selling point to potential targets that have various exit choices, as our management has a demonstrable track record creating value through Elliott’s public and private equity teams.

~~Steven~~7 ~~Barg~~

(ChiefTable Financialof Officer)Contents

Co• Expertise in technology: Both Elliott’s public equity and private equity teams have operational and investment experience in technology and technology-~~head~~enabled services businesses, which our management team believes gives us a differentiated view in sourcing investments and evaluating investment opportunities. This experience allows us to partner with management teams to drive shareholder value through strategic, growth-enhancing initiatives and other operational changes.

5Market Opportunity

~~Table~~We intend to identify and acquire a business within the technology and technology-enabled services industry. We believe that these sectors represent attractive target markets given the size, breadth and prospects for growth, with global information technology spending projected to be $4.1 trillion in 2021 and expected to continue to grow in the future. Today, software drives competitive advantage. Organizations are undergoing digital transformations to remain competitive and stay relevant to their customers. To meet the demands of ~~Contents~~this transformation, they are adopting more software and doing so at an increasing pace. While historically deploying software was a manual process that took place episodically, innovation and competitive advantage now hinge upon the ability of organizations to automate via software. As a result, global enterprise application software is expected to grow at an annualized rate of 13% from 2021 to 2025 with spending forecasted to increase from $235 billion to $380 billion. Infrastructure software is expected to grow at an annualized rate of 11% in the same period with spending forecasted to increase from $282 billion to $423 billion. Information technology (IT) services, which include fast-growing segments such as managed services and cloud infrastructure services, represent a $1.1 trillion market that is expected to grow at an annualized rate of 8% over the next four years. We believe that such an addressable market paired with the current environment that stresses the consequent need to adapt to remote access environments will result in accelerated digitization trends and highlight areas where enterprises will need to enhance their investments.

MsRemote work, the proliferation of cloud computing, and increasing network speeds (including the advent of 5G) have all accelerated this digital transformation. How well a business can build, deliver and manage IT drives its ability to offer differentiated services and compete effectively in the global and online business environment. This evolution has elevated the strategic importance of IT resources in many enterprises and increased the scope of the digital services that they are expected to deliver and manage. Across many industries, IT organizations are adopting multi-cloud and hybrid-cloud IT strategies to achieve cost savings, improve security, enhance agility and gain greater flexibility. Digital-first organizations are better able to capture data and analytics via artificial intelligence and machine learning embedded within business workflows to make faster strategic and operational decisions. Today, 90% of companies use cloud-based services and these investments are set to double as a percentage of IT budgets over the next three years. CIOs are looking to modernize their technology stacks and applications in order to better partner with their business counterparts to innovate and scale.

~~Terry~~As ~~Kassel~~businesses continue to adapt to current working environments centered around increasingly higher adoption rates of remote work and digital touchpoints, we believe businesses will need to expedite their digital transformation plans in order to maintain a competitive advantage. The IT weaknesses exposed as a result of the COVID-19 pandemic helped businesses better appreciate the full benefit of “cloud”-based computing and heightened their focus on digitization. As a result, we believe on-premises enterprise applications will be evaluated with greater urgency, spurring businesses to rationalize their enterprise application portfolio and retire, replace or rebuild software products. These market trends also lead to an evolving landscape around cybersecurity and cyber-readiness for enterprises that need to be addressed by newer technologies.

~~(Chief~~Initial ~~Strategy~~Business ~~Officer)~~Combination Criteria

~~Start-Up~~We have identified the following attributes and guidelines to evaluate prospective target businesses. We may decide, however, to enter into our initial business combination with one or more businesses that do not meet these criteria and guidelines. We intend to pursue an initial business combination with companies that have the following characteristics:

~~not-~~• Strong and proven management team: We believe that management continuity can reduce the risk associated with an investment. We will look for~~-profit~~ a management team with a track record of delivering consistent performance, one with whom we can partner to drive growth and operational improvements.

~~Start-Up~~8

OurTable Independentof Directors Contents

~~Our~~• ~~efforts~~Leading tomarket ~~seek~~position: aWe ~~suitable~~will prioritize an initial business combination ~~target~~with ~~will~~a bemarket-leading ~~complemented~~platform ~~and~~on ~~augmented~~which bywe ~~the~~can ~~expertise~~partner ~~and~~with ~~network~~management ofto ~~the~~build ~~relationships~~and ofinnovate. ~~our~~We ~~independent~~believe ~~directors,~~a ~~Michael~~leadership ~~Capellas,~~position ~~Moira~~affords ~~Kilcoyne,~~a ~~Charles~~company ~~Phillips~~the ~~and~~opportunity ~~Val~~to ~~Rahmani,~~drive ~~each~~outcomes offor ~~whom~~its ~~have~~market ~~extensive~~and ~~experience~~more ineasily ~~business~~capture ~~and~~the ~~financial~~mindshare ~~matters.~~of customers.

Mr• Large and growing TAM: We will seek to partner with a company that operates in a market with robust tailwinds to capitalize on natural growth opportunities. The technology sector is home to many growth companies benefitting from the increasing pace of digital transformations.

~~Michael~~• ~~Capellas~~Track record of sustainable growth with numerous, identifiable upside opportunities that can be enhanced with our oversight: We will seek to make operational improvements at, or shortly after, the initial business combination based on our expertise and strong track record of enhancing public companies, private portfolio companies and other investments across industries. By leveraging the experience of our management team, the broader Elliott investment professional network and our operating resources, we can move quickly to implement operational changes, which will create immediate and lasting benefits for the business in which we invest.

MsThese criteria are not intended to be exhaustive and may exist in different proportions to each other. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in the prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the Securities and Exchange Commission.

~~Moira~~Acquisition ~~Kilcoyne~~Process

CoIn evaluating a potential target business, we intend to determine its quality and intrinsic value by drawing upon the full resources of the existing Elliott platform. That due diligence review may include, among other things, in-~~Head~~depth market studies, evaluation of product strategy, efficiency of the target’s current go-to-market functions, financial statement analysis, detailed document reviews, numerous meetings with management, consultations with relevant industry experts, competitors, customers and suppliers, as well as a review of additional information that we will seek to obtain as part of our diligence of a target company. Our search for a business combination, 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 by the COVID-19 pandemic. (See “Risk Factors—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 COVID-19 pandemic and the status of debt and equity markets.”)

CoWe will draw on Elliott’s expertise and experience to evaluate the potential partner’s strengths, weaknesses, and opportunities to identify the relative risk and return profile. Given the breadth of Elliott’s investing experience, we will likely be familiar with the prospective partner’ send-~~CIO~~market, competitive landscape and business model.

~~Co-CIO~~Initial Business Combination

MrThe NYSE rules and our amended and restated memorandum and articles of association require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We refer to this as the 80% net assets test. If our board 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 an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion.

~~Charles~~9 ~~Phillips~~

6Table of Contents

~~Table~~While we consider it unlikely that our board will not be able to make an independent determination of ~~Contents~~the fair market value of a target business or businesses, our board may be unable to do so if our board is less familiar or experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.

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

~~Val~~Other ~~Rahmani~~Considerations

~~non-executive~~We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with 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 an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view.

~~non-executive~~Members of our board of directors will directly or indirectly own founder shares and private placement warrants 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. Our sponsor and members of our board of directors acquired founder shares for approximately $0.002 per share and we offered units at a price of $10.00 per unit in our initial public offering; as a result, our sponsor and members of our board of directors could make a substantial profit after the initial business combination even if public investors experience substantial losses 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. (See “Risk Factors—Our sponsor paid an aggregate of $25,000 for the founder shares, or approximately $0.002 per founder

~~non-executive~~10

non-executiveTable of Contents

~~Business~~share. ~~Strategy~~As a result of this low initial price, our sponsor and members of our board of directors stand to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our public shareholders.” and “—Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or 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.”) 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.

~~Our~~We currently do not have any specific business ~~strategy~~combination isunder toconsideration. ~~identify~~Our officers and ~~complete~~directors have neither individually selected nor considered a target business ~~combination~~nor ~~that~~have ~~creates~~they ~~long-term~~had ~~value~~any ~~for~~substantive discussions regarding possible target businesses among themselves or with our ~~shareholders~~underwriters or other advisors. We ~~believe~~are ~~our~~continuously ~~investment~~made ~~team’s~~aware ~~prior~~of ~~experience~~potential ~~and~~business ~~track~~opportunities, ~~record~~one or more of ~~investing~~which inwe ~~public~~may ~~and~~desire ~~private~~to ~~companies~~pursue for a business combination, ~~along~~but ~~with~~we have not (nor has anyone on our ~~rigorous~~behalf) ~~fundamental~~contacted ~~approach,~~any ~~will~~prospective ~~enable~~target usbusiness toor ~~successfully~~had ~~identify~~any ~~and~~substantive ~~execute~~discussions, anformal ~~initial~~or otherwise, with respect to a business combination. Wetransaction ~~will~~with ~~leverage~~our ~~Elliott’s~~company. ~~extensive~~Additionally, ~~network~~we ofhave ~~relationships~~not, ~~ranging~~nor ~~from~~has ~~senior~~anyone ~~management~~on ~~teams~~our atbehalf, ~~public~~taken ~~and~~any ~~private~~substantive ~~companies~~measure, directly or indirectly, to ~~investment~~select ~~partners~~or ~~and~~locate ~~advisors~~any suitable acquisition candidate for us, tonor ~~assist~~have inwe ~~the~~engaged ~~identification~~or ofretained ~~potential~~any ~~targets~~agent ~~for~~or ~~the~~other ~~initial~~representative ~~business~~to ~~combination~~select or locate any such acquisition candidate.

WeIn ~~believe~~addition, our ~~management~~sponsor ~~team~~and our directors and officers are, and may in the future become affiliated with other public blank check companies that may have acquisition objectives that are similar to ours. For example, our sponsor has also incorporated Elliott Opportunity I Corp., a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting its own initial business combination. Jesse Cohn and Gordon Singer are co-Chairmen of the Board of Directors, David Kerko and Isaac Kim are co-Chief Executive Officers, and Steven Barg is the Chief Financial Officer of Elliott Opportunity I Corp. Each of our other officers is an officer of Elliott Opportunity I Corp., and each of the foregoing owe fiduciary duties under Cayman Islands law to Elliott Opportunity I Corp. While we expect that the determination of whether to present a particular business opportunity to us or to another blank check company affiliated with our sponsor will be ~~able~~made based on the amount of capital needed to ~~execute~~consummate onsuch business opportunity and the size of the relevant blank check company, such determination will be made by our sponsor and our directors and officers in their sole discretion, subject to their applicable fiduciary duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business ~~strategy~~opportunity byshould ~~leveraging~~be ~~Elliott~~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’s ~~core~~and ~~competencies~~directors’ fiduciary duties under Cayman Islands law. Our sponsor and directors and officers and their respective affiliates are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Moreover, certain of our directors and officers have time and attention requirements for investment funds of which affiliates of our sponsor are the ~~following:~~investment managers.

•In ~~Sourcing~~addition, ~~capabilities:~~certain ~~Given~~of ~~alignment~~our ~~with the Funds~~founders, weofficers ~~have~~and ~~direct~~directors ~~access~~presently ~~to Elliott’s global investment resources~~have, ~~which~~and ~~focus~~any onof ~~developing~~them ~~proprietary~~in ~~investment~~the ~~opportunities.~~future ~~Our~~may ~~opportunity~~have ~~targeting~~additional, isfiduciary ~~further~~and ~~enhanced~~contractual byduties ~~Elliott’s~~to ~~domain~~other ~~expertise~~entities, inincluding ~~the~~without ~~technology sector~~limitation, as Elliott ~~has~~Opportunity ~~either~~I ~~invested~~Corp., ininvestment ~~potential~~funds, ~~targets~~accounts ~~(either~~and inco-investment ~~the~~vehicles. ~~private~~As ora ~~public markets)~~result, ~~invested~~if inany ~~direct competitors~~ of ~~potential~~our ~~targets~~founders, officers or ~~operated~~directors ~~within~~becomes ~~potential~~aware ~~targets through its operating executive network~~ of ~~consultants. Our management team has~~ a ~~relationship~~business ~~network~~combination ~~built through our public investing activities as well as our private equity activities~~opportunity, which ~~serves~~is assuitable ~~a unique cross-section~~ for ~~deal~~an ~~sourcing.~~entity ~~Given that a number of Elliott’s value-creation engagements at public companies have resulted in public-~~to~~-private~~ ~~opportunities~~which ~~for other private equity firms~~he, ~~our~~she ~~management~~or ~~team~~it has ~~strong~~then-current ~~private~~fiduciary ~~equity~~or ~~relationships.~~contractual ~~In addition~~obligations, ~~given Elliott’s flexible capital deployment mandate~~then, ~~Elliott~~subject ~~has~~to ~~helped~~their ~~finance~~fiduciary aduties ~~number~~under ofapplicable ~~other firms’ private equity transactions~~law, ~~which~~he ~~also~~or ~~has~~she ~~strengthened~~will ~~relationships~~need into ~~the~~honor ~~private~~such ~~equity~~fiduciary ~~community.~~or ~~Finally,~~contractual ~~through~~obligations ~~Elliott’s~~to ~~Menlo~~present ~~Park,~~such CAbusiness ~~office~~combination ~~and~~opportunity ~~technology~~to ~~private~~such ~~equity team~~entity, ~~Elliott~~before ~~has~~we ~~developed~~can apursue ~~number~~such ofopportunity. ~~important~~If ~~relationships~~these ~~with~~funds ~~leading~~or ~~growth~~investment ~~equity~~entities ~~firms,~~decide ~~venture~~to ~~capital~~pursue ~~firms,~~any ~~and~~such ~~relevant~~opportunity, ~~intermediaries~~we ~~across~~may ~~the~~be ~~industry~~precluded from ~~which~~pursuing wethe ~~expect to benefit~~same.

•In ~~Fundamental~~addition, ~~analysis:~~our Wefounders, ~~believe~~officers ~~that~~and ~~Elliott’s professionals possess the skills~~directors, ~~resources~~are ~~and~~not ~~experience~~required to ~~both~~commit ~~identify~~any ~~and~~specified ~~create~~amount ~~value.~~of ~~Elliott’s~~time ~~investment~~to ~~team, which includes~~ our ~~management~~affairs ~~team~~and, ~~has~~accordingly, ~~more~~will ~~than~~have ~~100~~conflicts ~~years~~ of ~~cumulative~~interest ~~experience~~in ~~investing~~allocating inmanagement ~~and~~time ~~working~~among ~~with~~various ~~technology~~business ~~companies~~activities, ~~and~~including ~~Elliott’s~~identifying ~~network~~potential ofbusiness ~~operating~~combinations ~~executives~~and ~~have~~monitoring ~~more~~the ~~than~~related ~~150~~due ~~years’ experience cumulatively operating technology businesses~~diligence. ~~These~~Moreover, ~~executives~~our ~~also possess~~founders, ~~cumulatively,~~officers ~~decades~~and ofdirectors ~~experience~~have, ~~advising private equity firms~~ and ~~their~~will ~~portfolio~~have ~~companies.~~in ~~The~~the ~~investment~~future, ~~team~~time and ~~operating~~attention ~~executives~~requirements ~~spend~~for ~~significant~~current ~~time~~and ~~conducting~~future ~~primary~~investment ~~due diligence as part of Elliott’s research process~~funds, ~~and~~accounts ~~these professionals engage directly with portfolio companies to help identify~~ and ~~execute~~co-investment ~~on valuation creation levers~~vehicles.

•11 Strong public shareholding stewardship: Elliott’s history in public equity investing demonstrates its long-term value creation mindset. Elliott drives change in many of the public companies in which it invests, and the application of this capability and mindset should help drive performance post-business combination. Furthermore, our management’s experience in the public markets developed at Elliott will be a key selling point to potential targets that have various exit choices, as our management has a demonstrable track record creating value through Elliott’s public and private equity teams.

7Table of Contents

~~Table~~Corporate ofInformation ~~Contents~~

•Our ~~Expertise~~executive inoffices ~~technology:~~are ~~Both~~located ~~Elliott’s~~at ~~public~~360 ~~equity~~S ~~and~~Rosemary ~~private~~Ave, ~~equity~~18th ~~teams~~Floor, ~~have~~West ~~operational~~Palm ~~and~~Beach, ~~investment~~FL ~~experience~~33401. inWe ~~technology~~maintain a corporate website at www.ElliottOpportunity.com. Our website and ~~technology-enabled~~the ~~services~~information ~~businesses~~contained on, ~~which~~or ~~our~~that ~~management~~can ~~team~~be ~~believes~~accessed ~~gives~~through, usthe awebsite ~~differentiated~~is ~~view~~not indeemed ~~sourcing~~to ~~investments~~be incorporated by reference in, and ~~evaluating~~is ~~investment~~not ~~opportunities.~~considered ~~This~~part ~~experience~~of, ~~allows~~the usprospectus toor ~~partner~~the ~~with~~registration ~~management~~statement ~~teams~~of towhich ~~drive~~the ~~shareholder~~prospectus ~~value~~is ~~through~~a ~~strategic,~~part. ~~growth-enhancing~~You ~~initiatives~~should ~~and~~not ~~other~~rely ~~operational~~on ~~changes~~any such information in making your decision whether to invest in our securities.

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

We ~~intend~~are toan ~~identify~~“emerging ~~and~~growth ~~acquire~~company,” aas ~~business~~defined ~~within~~in ~~the~~Section 2(a) ~~technology~~of ~~and technology-enabled services industry. We believe that these sectors represent attractive target markets given~~ the ~~size,~~Securities ~~breadth~~Act ~~and~~of ~~prospects for growth~~1933, ~~with~~as ~~global~~amended ~~information technology spending projected to be $4.1 trillion in 2021 and expected to continue to grow in~~ (the ~~future.~~“Securities ~~Today~~Act”), ~~software~~as ~~drives~~modified ~~competitive~~by ~~advantage.~~the ~~Organizations~~Jumpstart ~~are~~Our ~~undergoing~~Business ~~digital~~Startups ~~transformations~~Act toof ~~remain~~2012 ~~competitive~~(the ~~and~~“JOBS ~~stay relevant to their customers~~Act”). ToAs ~~meet the demands of this transformation~~such, ~~they~~we are ~~adopting~~eligible ~~more~~to ~~software~~take ~~and~~advantage ~~doing~~of socertain atexemptions anfrom ~~increasing~~various ~~pace.~~reporting ~~While~~requirements ~~historically~~that ~~deploying~~are ~~software~~applicable ~~was~~to aother ~~manual~~public ~~process~~companies that ~~took~~are ~~place~~not ~~episodically,~~“emerging ~~innovation~~growth ~~and~~companies” ~~competitive~~including, ~~advantage~~but ~~now~~not ~~hinge~~limited ~~upon the ability of organizations~~ to ~~automate via software. As a result~~, ~~global~~not ~~enterprise~~being ~~application~~required ~~software is expected~~ to ~~grow~~comply ~~at an annualized rate of 13% from 2021 to 2025~~ with ~~spending~~the ~~forecasted~~auditor toattestation ~~increase~~requirements ~~from~~of ~~$235~~Section ~~billion~~404 toof ~~$380 billion.~~the ~~Infrastructure~~Sarbanes-Oxley ~~software~~Act ~~is expected to grow at an annualized rate~~ of ~~11%~~2002 in (the ~~same~~“Sarbanes-Oxley ~~period~~Act”), ~~with~~reduced ~~spending~~disclosure ~~forecasted~~obligations toregarding ~~increase~~executive ~~from~~compensation ~~$282 billion~~in toour ~~$423 billion.~~periodic ~~Information~~reports ~~technology~~and ~~(IT)~~proxy ~~services~~statements, ~~which~~and ~~include~~exemptions ~~fast-growing~~from ~~segments~~the ~~such~~requirements asof ~~managed~~holding ~~services and cloud infrastructure services, represent~~ a ~~$1.1~~non-binding ~~trillion~~advisory ~~market~~vote ~~that~~on isexecutive ~~expected~~compensation toand ~~grow~~shareholder atapproval ~~an annualized rate~~ of 8%any ~~over~~golden ~~the~~parachute ~~next~~payments ~~four~~not ~~years~~previously approved. WeIf ~~believe~~some ~~that~~investors ~~such~~find anour ~~addressable~~securities ~~market~~less ~~paired~~attractive ~~with~~as ~~the~~a ~~current~~result, ~~environment~~there ~~that~~may ~~stresses~~be ~~the~~a ~~consequent~~less ~~need~~active totrading ~~adapt~~market tofor ~~remote~~our ~~access~~securities ~~environments will result in accelerated digitization trends~~ and ~~highlight~~the ~~areas~~prices ~~where~~of ~~enterprises~~our ~~will~~securities ~~need~~may tobe ~~enhance~~more ~~their investments~~volatile.

~~Remote~~In ~~work~~addition, ~~the~~Section 107 ~~proliferation~~ of ~~cloud~~the ~~computing,~~JOBS ~~and~~Act ~~increasing~~also ~~network~~provides ~~speeds~~that ~~(including~~an ~~the~~“emerging ~~advent~~growth ofcompany” ~~5G)~~can ~~have~~take ~~all~~advantage ~~accelerated~~of ~~this~~the ~~digital~~extended ~~transformation.~~transition ~~How~~period ~~well~~provided in Section 7(a)(2)(B) ~~business~~of ~~can~~the ~~build,~~Securities ~~deliver~~Act ~~and~~for ~~manage~~complying ITwith ~~drives~~new ~~its~~or ~~ability~~revised toaccounting ~~offer~~standards. ~~differentiated~~In ~~services~~other ~~and~~words, ~~compete~~an ~~effectively~~“emerging ingrowth ~~the~~company” ~~global~~can ~~and~~delay ~~online~~the ~~business~~adoption ~~environment.~~of ~~This~~certain ~~evolution~~accounting ~~has~~standards ~~elevated~~until ~~the~~those ~~strategic~~standards ~~importance~~would ofotherwise ITapply ~~resources~~to inprivate ~~many~~companies. ~~enterprises~~We ~~and~~intend ~~increased~~to ~~the~~take ~~scope~~advantage of the ~~digital~~benefits ~~services~~of ~~that~~this ~~they~~extended ~~are~~transition ~~expected~~period. toWe ~~deliver~~will ~~and~~remain ~~manage.~~an ~~Across~~emerging ~~many~~growth ~~industries,~~company ITuntil ~~organizations~~the ~~are~~earlier ~~adopting~~of ~~multi-cloud~~(1) the ~~and~~last ~~hybrid-cloud~~day ITof ~~strategies~~the tofiscal ~~achieve~~year ~~cost~~(a) following ~~savings,~~the ~~improve~~fifth ~~security,~~anniversary ~~enhance~~of ~~agility~~the ~~and~~completion ~~gain~~of ~~greater~~our ~~flexibility.~~initial ~~Digital-first~~public ~~organizations~~offering, ~~are~~(b) in ~~better~~which ~~able~~we tohave ~~capture~~total ~~data~~annual ~~and~~gross ~~analytics~~revenue ~~via~~of ~~artificial~~at ~~intelligence~~least ~~and~~$1.07 billion, ~~machine~~or ~~learning~~(c) in ~~embedded~~which ~~within~~we ~~business~~are ~~workflows~~deemed to ~~make~~be ~~faster~~a ~~strategic~~large ~~and~~accelerated ~~operational~~filer, ~~decisions.~~which ~~Today,~~means ~~90%~~the ofmarket ~~companies~~value ~~use~~of ~~cloud-based~~our ~~services~~Class A ~~and~~ordinary ~~these~~shares ~~investments~~that are ~~set~~held toby ~~double~~non-affiliates asexceeds a$700 million ~~percentage~~as of ITthe ~~budgets~~last ~~over~~date of the ~~next~~prior ~~three~~fiscal ~~years.~~year’s ~~CIOs~~second ~~are~~quarter, ~~looking~~and to(2) the ~~modernize~~date ~~their~~on ~~technology~~which ~~stacks~~we ~~and~~have ~~applications~~issued more than $1.0 billion in ~~order~~non-convertible todebt ~~better~~during ~~partner~~the ~~with~~prior ~~their~~three-year ~~business~~period. ~~counterparts~~References herein to ~~innovate~~“emerging ~~and~~growth ~~scale~~company” have the meaning associated with it in the JOBS Act.

~~COVID~~Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-19K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

~~on-premises~~Status as a Public Company

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

We12 have identified the following attributes and guidelines to evaluate prospective target businesses. We may decide, however, to enter into our initial business combination with one or more businesses that do not meet these criteria and guidelines. We intend to pursue an initial business combination with companies that have the following characteristics:

•Table Strong and proven management team: We believe that management continuity can reduce the risk associated with an investment. We will look for a management team with a track record of delivering consistent performance, one with whom we can partner to drive growth and operational improvements.Contents

8Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring 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.

~~Table~~Being ofa ~~Contents~~public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

•While ~~Leading~~we ~~market~~believe ~~position:~~that Weour ~~will~~structure ~~prioritize~~and anour ~~initial~~founding ~~business~~team’s ~~combination~~backgrounds ~~with~~will amake ~~market-leading~~us ~~platform~~an onattractive ~~which~~business wetarget, ~~can~~some ~~partner~~potential ~~with~~target ~~management~~businesses tomay ~~build~~view ~~and~~our ~~innovate.~~status Weas ~~believe~~ a ~~leadership~~blank ~~position~~check ~~affords a~~ company, ~~the~~such ~~opportunity~~as toour ~~drive~~lack ~~outcomes~~of ~~for~~an ~~its~~operating ~~market~~history and ~~more~~our ~~easily~~ability ~~capture~~to ~~the~~seek ~~mindshare~~shareholder approval of ~~customers~~any proposed initial business combination, negatively.

•Financial ~~Large~~Position and growing TAM: We will seek to partner with a company that operates in a market with robust tailwinds to capitalize on natural growth opportunities. The technology sector is home to many growth companies benefitting from the increasing pace of digital transformations.

•With ~~Track~~funds ~~record~~available offor ~~sustainable~~a ~~growth~~business ~~with~~combination ~~numerous,~~initially ~~identifiable~~in ~~upside~~the ~~opportunities~~amount ~~that~~of ~~can~~$590,167,500 beafter ~~enhanced~~payment ~~with~~of ~~our~~the ~~oversight:~~estimated Weexpenses ~~will~~of ~~seek~~the toinitial ~~make~~public ~~operational~~offering ~~improvements~~and at$21,332,500 orof ~~shortly~~deferred ~~after~~underwriting fees, ~~the~~we ~~initial~~offer a target business ~~combination~~a ~~based~~variety onof ~~our~~options ~~expertise~~such ~~and~~as ~~strong~~creating ~~track~~a ~~record~~liquidity ofevent ~~enhancing~~for ~~public~~its ~~companies~~owners, ~~private~~providing ~~portfolio~~capital ~~companies~~for the potential growth and ~~other~~expansion ~~investments~~of ~~across~~its ~~industries~~operations or strengthening its balance sheet by reducing its debt ratio. ByBecause ~~leveraging~~we ~~the~~are ~~experience~~able ofto complete our ~~management~~initial ~~team~~business combination using our cash, ~~the~~debt ~~broader~~or ~~Elliott~~equity ~~investment~~securities, ~~professional~~or ~~network~~a ~~and~~combination ~~our~~of ~~operating~~the ~~resources~~foregoing, we ~~can~~have ~~move~~the ~~quickly~~flexibility to ~~implement~~use ~~operational~~the ~~changes,~~most ~~which~~efficient combination that will ~~create~~allow ~~immediate~~us ~~and~~to ~~lasting~~tailor ~~benefits~~the ~~for~~consideration to be paid to the target business into ~~which~~fit its needs and desires. However, we ~~invest~~have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

~~These~~Effecting ~~criteria~~Our ~~are~~Initial ~~not~~Business ~~intended~~Combination to be exhaustive and may exist in different proportions to each other. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in the prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the Securities and Exchange Commission.

~~Acquisition~~General ~~Process~~

We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering, the sale of the private placements warrants, our equity, debt or a combination of these as the consideration to be paid in~~-depth~~ 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.

~~go-~~If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial 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-~~market~~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.

~~COVID-19~~We have not selected any business combination target. Accordingly, there is no current basis for investors in our initial public offering to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination.

~~COVID-19~~Although our founding team will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

~~end-market~~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.

~~Initial~~13 ~~Business Combination~~

TheTable NYSE rules and our amended and restated memorandum and articles of association require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We refer to this as the 80% net assets test. If our board 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 an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. Contents

9Sources of Target Businesses

~~Table~~Our process of ~~Contents~~identifying acquisition targets will leverage our founding 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. We expect that the collective experience, capability and network of our founders, directors and officers, combined with their individual and collective reputations in the investment community, will help to create prospective business combination opportunities.

~~While~~In addition, we ~~consider~~anticipate ~~it unlikely~~ that ~~our~~target ~~board~~business ~~will~~candidates ~~not~~may be ~~able~~brought to ~~make~~our anattention ~~independent~~from ~~determination~~various ofunaffiliated ~~the~~sources, ~~fair~~including ~~market~~investment ~~value~~bankers ofand aprivate ~~target~~investment ~~business~~funds. orTarget businesses, ~~our board~~ may be ~~unable~~brought to ~~do so if~~ our ~~board~~attention isby ~~less~~such ~~familiar~~unaffiliated orsources ~~experienced~~as ~~with the target company’s business, there is~~ a ~~significant~~result ~~amount~~ of ~~uncertainty~~being assolicited toby ~~the~~us ~~value~~through ofcalls ~~the company’s assets~~ or ~~prospects,~~mailings. ~~including~~These ifsources ~~such~~may ~~company~~also isintroduce atus anto ~~early~~target ~~stage~~businesses ofin ~~development,~~which ~~operations~~they orthink ~~growth,~~we ormay ifbe ~~the~~interested ~~anticipated~~on ~~transaction~~an ~~involves~~unsolicited abasis, ~~complex~~since ~~financial~~many ~~analysis~~of orthese ~~other~~sources ~~specialized~~will ~~skills~~have ~~and~~read the ~~board~~prospectus ~~determines~~and ~~that~~know ~~outside~~what ~~expertise~~types ~~would~~of bebusinesses ~~helpful~~we orare ~~necessary in conducting such analysis~~pursuing. ~~Since~~Our ~~any~~officers ~~opinion,~~and ~~if obtained~~directors, ~~would~~as ~~merely~~well ~~state~~as ~~that~~their ~~the~~affiliates, ~~fair~~may ~~market~~also ~~value~~bring ofto ~~the~~our attention target business ~~meets~~candidates ~~the 80%~~ of ~~net~~which ~~assets~~they ~~test,~~become ~~unless~~aware ~~such~~through ~~opinion~~their ~~includes~~business ~~material~~contacts ~~information~~as ~~regarding~~a ~~the~~result ~~valuation~~ of aformal ~~target business~~ or ~~the~~informal ~~consideration~~inquiries toor bediscussions ~~provided,~~they itmay ~~is not anticipated that copies of such opinion would be distributed to our shareholders. However~~have, ifas ~~required~~well ~~under~~as ~~applicable~~attending ~~law,~~trade ~~any~~shows ~~proxy~~or ~~statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion~~conventions.

WeWhile ~~currently~~we ~~anticipate~~do ~~structuring~~not ~~our~~presently ~~initial~~anticipate ~~business~~engaging ~~combination so that~~ the ~~post-business~~services ~~combination~~of ~~company~~professional infirms ~~which our public shareholders own shares will own~~ or ~~acquire~~other ~~100%~~individuals ofthat ~~the~~specialize ~~equity~~in ~~interests~~business oracquisitions ~~assets~~on ofany ~~the~~formal ~~target~~basis, ~~business~~we ~~or businesses. We~~ may, ~~however,~~engage ~~structure~~these ~~our~~firms ~~initial~~or ~~business~~other ~~combination~~individuals ~~such~~in ~~that~~ the ~~post-business~~future, ~~combination~~in ~~company~~which ~~owns~~event orwe ~~acquires~~may ~~less~~pay ~~than~~a ~~100%~~finder’s offee, ~~such~~consulting ~~interests~~fee or ~~assets~~other ofcompensation ~~the~~to ~~target~~be ~~business~~determined in ~~order~~an toarm’s ~~meet~~length ~~certain~~negotiation ~~objectives~~based ofon the ~~target~~terms ~~management~~of ~~team~~the ortransaction. ~~shareholders~~We orwill ~~for~~engage ~~other~~a ~~reasons,~~finder ~~as described above, but we will~~ only ~~complete~~to ~~such business combination if~~ the ~~post-business~~extent ~~combination~~our ~~company~~founding ~~owns~~team ordetermines ~~acquires~~that ~~50% or more of~~ the ~~outstanding~~use ~~voting securities~~ of ~~the target or otherwise acquires~~ a ~~controlling~~finder ~~interest~~may inbring ~~the~~opportunities ~~target~~to ~~sufficient~~us ~~for~~that itmay not tootherwise be ~~required~~available to ~~register~~us asor anif ~~investment~~finders ~~company~~approach ~~under~~us ~~the~~on ~~Investment~~an ~~Company~~unsolicited ~~Act~~basis ofwith ~~1940,~~a aspotential ~~amended~~transaction ~~(the~~that ~~“Investment~~our ~~Company~~founding ~~Act”).~~team ~~Even~~determines ifis ~~the~~in ~~post-business~~our ~~combination~~best ~~company~~interest ~~owns~~to orpursue. ~~acquires~~Payment ~~50% or more~~ of ~~the~~a ~~voting~~finder’s ~~securities~~fee ofis ~~the~~customarily ~~target,~~tied ~~our shareholders prior~~ to ~~the~~completion ~~business~~of ~~combination may collectively own~~ a ~~minority~~transaction, ~~interest~~ in ~~the~~which ~~post-business~~case ~~combination~~any ~~company,~~such ~~depending~~fee onwill ~~valuations~~be ~~ascribed~~paid toout of the ~~target~~funds ~~and~~held us in the ~~business~~trust ~~combination transaction~~account. ~~For~~In ~~example~~no event, wehowever, ~~could~~will ~~pursue~~our asponsor ~~transaction~~or inany ~~which we issue a substantial number~~ of ~~new~~our ~~shares~~existing inofficers ~~exchange~~or ~~for all of the outstanding capital stock~~directors, ~~shares~~ or ~~other~~any ~~equity~~entity ~~interests~~with ofwhich athey ~~target.~~are ~~In this case~~affiliated, webe ~~would~~paid ~~acquire~~any afinder’s ~~100%~~fee, ~~controlling~~consulting ~~interest~~fee inor ~~the~~other ~~target.~~compensation ~~However,~~by ~~as a result of~~ the ~~issuance~~company ofprior ato, ~~substantial~~or ~~number~~for ofany ~~new~~services ~~shares,~~they ~~our~~render ~~shareholders~~in ~~immediately~~order ~~prior~~ to effectuate, the completion of our initial business combination ~~could~~(regardless ~~own~~of ~~less~~the ~~than~~type ~~a majority~~ of ~~our~~transaction ~~issued~~that ~~and~~it ~~outstanding~~is). ~~shares~~None ~~subsequent~~of to our ~~initial~~sponsor, ~~business~~executive ~~combination.~~officers Ifor ~~less~~directors, ~~than~~or ~~100%~~any of ~~the~~their ~~equity~~respective ~~interests~~affiliates, orwill ~~assets~~be ofallowed ato ~~target~~receive ~~business~~any orcompensation, ~~businesses~~finder’s ~~are~~fees ~~owned~~ or ~~acquired~~consulting byfees ~~the~~from ~~post-~~a prospective business combination ~~company,~~target ~~the~~in ~~portion~~connection ofwith ~~such~~a ~~business~~contemplated oracquisition ~~businesses~~of ~~that~~such istarget ~~owned~~by orus. ~~acquired~~We ishave ~~what~~agreed ~~will~~to bepay ~~valued~~our ~~for~~sponsor ~~purposes~~a total of ~~the~~up ~~80%~~to of$10,000 ~~net~~per ~~assets~~month ~~test.~~for Ifoffice ~~the~~space, ~~business~~secretarial ~~combination~~and ~~involves~~administrative ~~more~~support ~~than~~and ~~one~~to ~~target~~reimburse ~~business,~~our ~~the~~sponsor ~~80%~~for any out-of-pocket ~~net~~expenses ~~assets~~related ~~test~~to ~~will~~identifying, beinvestigating ~~based~~and oncompleting ~~the~~an ~~aggregate~~initial ~~value~~business ofcombination. ~~all~~Some of ~~the~~our ~~target~~officers ~~businesses~~ and wedirectors ~~will~~may ~~treat~~enter ~~the~~into ~~target~~employment ~~businesses~~or ~~together~~consulting asagreements with the ~~initial~~ post-business combination ~~for~~company ~~purposes~~following ofour ainitial ~~tender~~business ~~offer or for seeking shareholder approval, as applicable~~combination.

~~Other~~We ~~Considerations~~are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with 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 an independent valuation or accounting firm 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.

We ~~are~~may ~~not~~pursue ~~prohibited~~an ~~from~~acquisition ~~pursuing~~opportunity anjointly with one or more entities affiliated with Elliott and/or one or more investors in the Funds. Any such parties may co-invest with us in the target business at the time of our initial business combination, or ~~subsequent~~we ~~transaction~~could ~~with~~raise additional proceeds to complete the acquisition by issuing to such parties a ~~company~~class ~~that~~of isequity ~~affiliated~~or ~~with~~equity-linked ~~our~~securities. ~~sponsor~~We refer to this potential future issuance, ~~founders~~or a similar issuance to other specified purchasers, ~~officers~~as ora ~~directors~~“specified future issuance” throughout the prospectus. InThe amount and other terms and conditions of any such specified future issuance would be determined at the ~~event~~time wethereof. ~~seek~~We are not obligated to ~~complete~~make ~~our~~any ~~initial~~specified ~~business~~future ~~combination~~issuance ~~with~~and amay ~~company~~determine ~~that~~not isto ~~affiliated~~do ~~with~~so. ~~our~~This ~~sponsor~~is ornot an offer for any specified future issuance. Pursuant to the anti-dilution provisions of our ~~founders~~Class B ordinary shares, ~~officers~~any orsuch ~~directors~~specified future issuance (including the forward purchase shares) would result in an adjustment to the conversion ratio such that our initial shareholders and their permitted transferees, weif any, orwould aretain ~~committee~~their ofaggregate ~~independent~~percentage ~~directors,~~ownership ~~will~~at ~~obtain~~20% anof ~~opinion~~the ~~from~~sum anof ~~independent~~the ~~investment~~total ~~banking~~number ~~firm~~of orall anordinary ~~independent~~shares ~~valuation~~issued orand ~~accounting~~outstanding ~~firm~~upon ~~that~~completion ~~such~~of our initial ~~business~~public ~~combination~~offering orplus ~~transaction~~all isshares ~~fair~~issued toin ~~our~~the ~~company~~specified ~~from~~future aissuance ~~financial~~(including ~~point~~the forward purchase shares), unless the holders of ~~view.~~a

~~Members~~14 of our board of directors will directly or indirectly own founder shares and private placement warrants 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. Our sponsor and members of our board of directors acquired founder shares for approximately $0.002 per share and we offered units at a price of $10.00 per unit in our initial public offering; as a result, our sponsor and members of our board of directors could make a substantial profit after the initial business combination even if public investors experience substantial losses 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. (See “Risk Factors—Our sponsor paid an aggregate of $25,000 for the founder shares, or approximately $0.002 per founder

10Table of Contents

~~Table~~majority of ~~Contents~~the then-issued and outstanding Class B ordinary shares agreed to waive such adjustment with respect to the specified future issuance at the time thereof. They may waive such specified future issuance due to (but not limited to) the following: (i) closing conditions which are part of the initial business combination; (ii) during negotiations with Class A shareholders on structuring an initial business combination; (iii) during negotiations with parties providing financing which would trigger the anti-dilution provisions of the Class B ordinary shares; or (iv) as part of the Affiliated Joint Acquisition. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our ordinary shares.

~~share.~~Each Asof aour ~~result~~officers and directors presently has, and any of ~~this~~them ~~low~~in ~~initial~~the ~~price~~future may have additional, ~~our~~fiduciary ~~sponsor~~or contractual obligations to other entities, including Elliott Opportunity I Corp., any future special purpose acquisition companies we expect they may be involved in and ~~members~~entities ofthat ~~our~~are ~~board~~affiliates of ~~directors~~our ~~stand~~sponsor, pursuant to ~~make~~which asuch ~~substantial~~officer ~~profit~~or ~~even~~director ifis anor ~~initial~~will be required to present a business combination ~~subsequently~~opportunity ~~declines~~to insuch ~~value~~entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is ~~unprofitable~~suitable for ~~our~~an ~~public~~entity ~~shareholders.”~~to ~~and~~which ~~“—Since~~he ~~our~~or ~~sponsor,~~she ~~executive~~has ~~officers~~then-current ~~and~~fiduciary ~~directors~~or contractual obligations, he or she will ~~lose~~honor ~~their~~his ~~entire~~or ~~investment~~her infiduciary usor ifcontractual ~~our~~obligations ~~initial~~to present such business combination isopportunity ~~not~~to ~~completed~~such ~~(other~~entity, ~~than~~subject ~~with~~to ~~respect~~their tofiduciary ~~public~~duties ~~shares~~under ~~they~~Cayman ~~may~~Islands ~~acquire~~law. ~~during~~All of our executive officers currently have certain relevant fiduciary duties or ~~after~~contractual ~~our~~obligations ~~initial~~that ~~public~~may ~~offering),~~take apriority ~~conflict~~over oftheir ~~interest~~duties to us. In addition, we may ~~arise~~pursue inan ~~determining~~acquisition ~~whether~~opportunity with an entity to which an officer or director has a ~~particular~~fiduciary ~~business~~or ~~combination~~contractual obligation. Any such entity may co-invest with us in the target isbusiness ~~appropriate~~at ~~for~~the time of our initial business combination~~.”) Further~~, ~~each~~or ofwe ~~our~~could ~~officers~~raise ~~and~~additional ~~directors~~proceeds ~~may~~to ~~have~~complete the acquisition by issuing to such entity a ~~conflict~~class of ~~interest~~equity ~~with~~or ~~respect~~equity-linked securities. Our amended and restated memorandum and articles of association provide that, to ~~evaluating~~the fullest extent permitted by applicable law: (i) no individual serving as a ~~particular~~director ~~business~~or ~~combination~~an ifofficer shall have any duty, except and to the ~~retention~~extent expressly assumed by contract, to refrain from engaging directly or ~~resignation~~indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any ~~such~~interest ~~officers~~or expectancy in, or ~~directors~~in ~~were~~being offered an opportunity to beparticipate ~~included~~in, byany apotential ~~target~~transaction ~~business~~or asmatter which may be a ~~condition~~corporate toopportunity for any ~~agreement~~director ~~with~~or ~~respect~~officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. See “Item 10. Directors, Executive Officers and Corporate Governance.” and “Item 13. Certain Relationships and Related Transactions, and Director Independence.”

WeEvaluation ~~currently~~of doa ~~not~~Target ~~have~~Business ~~any specific business combination under consideration. Our officers~~ and ~~directors~~Structuring have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. We are continuously made aware of ~~potential~~Our ~~business~~Initial ~~opportunities,~~Business ~~one~~Combination or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to select or locate any such acquisition candidate.

~~co-Chairmen~~In 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.

~~co-Chief~~The time required to identify and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our founding team, or 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.

~~co-investment~~Lack of Business Diversification

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

1115

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

~~Our~~• ~~executive~~cause ~~offices~~us ~~are~~to ~~located~~depend ~~at Phillips Point, East Tower, 777 S. Flagler Drive, Suite 1000, West Palm Beach, FL 33401. We maintain a corporate website at www.ElliottOpportunity.com. Our website and the information contained~~ on, ~~or that can be accessed through,~~ the ~~website~~marketing ~~is not deemed to be incorporated by reference in,~~ and issale ~~not considered part~~ of, ~~the~~a ~~prospectus~~single product or ~~the~~limited ~~registration~~number ~~statement~~ of ~~which~~products ~~the~~or ~~prospectus is a part~~services. ~~You should not rely on any such information in making your decision whether to invest in our securities.~~

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

~~non-binding~~Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our founding 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 founding 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 founding team will have significant experience or knowledge relating to the operations of the particular target business.

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

~~non-convertible~~Following 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.

~~S-K.~~Shareholders May Not Have the Ability to Approve Our Initial Business Combination

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

~~non-affiliates~~Under the rules of NYSE and our amended and restated memorandum and articles of association, shareholder approval would be required for our initial business combination if, for example:

~~Status~~• aswe issue (other than in a ~~Public~~public ~~Company~~offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of ordinary shares then issued and outstanding or (b) have voting power equal to or in excess of 20% of the voting power then issued and outstanding;

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

12The Companies Act and Cayman Islands law do not currently require, and we are not aware of any other applicable law that will require, shareholder approval of our initial business combination.

~~Table~~The decision as to whether we will seek shareholder approval of ~~Contents~~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:

~~Furthermore,~~• ~~once~~the atiming ~~proposed~~of ~~business~~the ~~combination~~transaction, isincluding ~~completed,~~in the ~~target~~event ~~business~~we ~~will~~determine ~~have~~shareholder ~~effectively~~approval ~~become~~would ~~public,~~require ~~whereas~~additional antime ~~initial~~and ~~public~~there ~~offering~~ is ~~always~~either ~~subject~~not toenough ~~the~~time ~~underwriters’ ability~~ to ~~complete~~seek ~~the~~shareholder ~~offering,~~approval asor ~~well~~doing asso ~~general~~would ~~market~~place ~~conditions,~~the ~~which~~company ~~could~~at ~~delay~~a ordisadvantage ~~prevent~~in the ~~offering~~transaction ~~from occurring~~ or ~~have~~result ~~negative~~in ~~valuation~~other ~~consequences. Once public, we believe the target business would then have greater access to capital, an~~ additional ~~means~~burdens ofon ~~providing management incentives consistent with shareholders’ interests and~~ the ~~ability to use its shares as currency for acquisitions.~~ company;

~~Being~~• athe ~~public~~expected ~~company~~cost ~~can~~of ~~offer~~holding ~~further benefits by augmenting~~ a ~~company’s~~shareholder ~~profile among potential new customers and vendors and aid in attracting talented employees.~~ vote;

~~While~~• wethe ~~believe~~risk that ~~our~~the ~~structure~~shareholders ~~and~~would ~~our~~fail founding team’s backgrounds will make us an attractive business target, 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~~approve ~~shareholder~~the ~~approval of any~~ proposed ~~initial~~ business combination~~, negatively.~~ ;

~~Financial~~• ~~Position~~other time and budget constraints of the company; and

~~With~~16 funds available for a business combination initially in the amount of $590,167,500 after payment of the estimated expenses of the initial public offering and $21,332,500 of deferred underwriting fees, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

EffectingTable Ourof Initial Business Combination Contents

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

WeRedemption ~~intend~~Rights tofor ~~effectuate~~Public ~~our~~Shareholders ~~initial~~upon ~~business~~Completion ~~combination using cash from the proceeds~~ of ~~our~~Our ~~initial~~Initial ~~public~~Business ~~offering,~~Combination the sale of the private placements warrants, 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.

IfWe 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 isat ~~paid~~a ~~for~~per-share ~~using~~price, ~~equity~~payable orin ~~debt~~cash, orequal ~~not~~to ~~all~~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 ~~released~~held ~~from~~in the trust account ~~are~~and ~~used~~not ~~for~~previously ~~payment~~released to us to pay our income taxes, if any, divided by the number of the ~~consideration~~then-outstanding public shares, subject to the limitations described herein. The amount in ~~connection~~the ~~with~~trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination orwith ~~used~~respect ~~for~~to ~~redemptions~~our ofwarrants. Further, we will not proceed with redeeming our ~~Class A~~public ~~ordinary~~shares, even if a public shareholder has properly elected to redeem its shares, weif ~~may~~a ~~apply~~business ~~the~~combination ~~balance~~does ofnot ~~the~~close. ~~cash~~Our ~~released~~sponsor toand our founding team have entered into an agreement with us, ~~from~~pursuant ~~the~~to ~~trust~~which ~~account~~they ~~for~~have ~~general~~agreed ~~corporate~~to ~~purposes~~waive their redemption rights with respect to their founder shares, ~~including~~private ~~for~~placement ~~maintenance~~warrants and any public shares purchased during or ~~expansion~~after ofour ~~operations~~initial ofpublic offering in connection with (i) the ~~post-~~completion of our initial business combination ~~company,~~and ~~the~~(ii) a ~~payment~~shareholder vote to approve an amendment to our amended and restated memorandum and articles of ~~principal~~association (A) that would modify the substance or ~~interest~~timing ~~due~~of onour ~~indebtedness~~obligation ~~incurred~~to provide holders of our Class A ordinary shares the right to have their shares redeemed in ~~completing~~connection with our initial business combination, or to ~~fund~~redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the ~~purchase~~closing of our initial public offering, or (B) with respect to any other ~~companies~~provision relating to the rights of holders of our Class A ordinary shares or ~~for~~pre-initial ~~working~~business ~~capital~~combination activity.

WeLimitations ~~have~~on ~~not~~Redemptions selected any business combination target. Accordingly, there is no current basis for investors in our initial public offering to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination.

~~Although~~Our ~~our~~amended ~~founding~~and ~~team~~restated memorandum and articles of association provide that in no event will ~~assess~~we ~~the~~redeem ~~risks~~our ~~inherent~~public shares in aan ~~particular~~amount ~~target~~that ~~business~~would ~~with~~cause ~~which~~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 ~~combine~~require: (i) cash consideration to be paid to the target or its owners, we(ii) cash ~~cannot~~to ~~assure~~be ~~you~~transferred ~~that~~to ~~this~~the ~~assessment~~target ~~will~~for ~~result~~working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in ~~our~~accordance ~~identifying~~with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ~~risks~~Class A ordinary shares that aare ~~target~~validly ~~business~~submitted ~~may~~for ~~encounter.~~redemption ~~Furthermore,~~plus ~~some~~any amount required to satisfy cash conditions pursuant to the terms of ~~those~~the ~~risks~~proposed ~~may~~business becombination ~~outside~~exceed the aggregate amount of ~~our~~cash ~~control,~~available ~~meaning~~to ~~that~~us, we ~~can~~will donot ~~nothing~~complete tothe ~~control~~business combination or ~~reduce~~redeem ~~the~~any ~~chances~~shares, ~~that~~and ~~those~~all ~~risks~~Class A ordinary shares submitted for redemption will ~~adversely~~be ~~affect~~returned ato ~~target~~the ~~business~~holders thereof.

WeManner 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~~Conducting ~~public~~Redemptions 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.

13We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer.

~~Table~~The decision as to whether we will seek shareholder approval of ~~Contents~~a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.

~~Sources~~17 ~~of Target Businesses~~

OurTable process of identifying acquisition targets will leverage our founding 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. We expect that the collective experience, capability and network of our founders, directors and officers, combined with their individual and collective reputations in the investment community, will help to create prospective business combination opportunities. Contents

InThe ~~addition,~~requirement that we ~~anticipate~~provide ~~that~~our ~~target~~public ~~business~~shareholders ~~candidates~~with ~~may~~the beopportunity ~~brought~~ to ~~our~~redeem ~~attention~~their ~~from~~public ~~various~~shares ~~unaffiliated~~by ~~sources,~~one ~~including~~of ~~investment~~the ~~bankers~~two ~~and~~methods ~~private~~listed ~~investment~~above ~~funds.~~will ~~Target~~be ~~businesses~~contained ~~may~~in beprovisions ~~brought~~of to our ~~attention~~amended byand ~~such~~restated ~~unaffiliated~~memorandum ~~sources~~and asarticles ~~a result~~ of ~~being~~association ~~solicited~~and bywill usapply ~~through~~whether ~~calls~~ or ~~mailings.~~not ~~These~~we ~~sources~~maintain ~~may~~our ~~also~~registration ~~introduce~~under usthe toExchange ~~target~~Act ~~businesses~~or inour ~~which~~listing ~~they~~on ~~think~~the weNYSE. Such provisions may be ~~interested~~amended onif anapproved ~~unsolicited~~by ~~basis,~~holders ~~since~~of ~~many~~two thirds of ~~these~~our ~~sources~~ordinary ~~will~~shares ~~have~~who ~~read~~attend ~~the~~and ~~prospectus~~vote ~~and~~at ~~know~~a ~~what~~general ~~types~~meeting of ~~businesses~~the ~~we are pursuing. Our officers and directors~~company, asso ~~well~~long as ~~their~~we ~~affiliates,~~offer ~~may~~redemption ~~also~~in ~~bring~~connection towith ~~our~~such ~~attention~~amendment. ~~target~~If ~~business~~we ~~candidates~~held ofa ~~which~~shareholder ~~they~~vote ~~become~~to ~~aware~~approve ~~through~~our ~~their~~initial business ~~contacts~~combination, aswe awill, ~~result~~pursuant ofto ~~formal~~our oramended ~~informal~~and ~~inquiries~~restated ormemorandum ~~discussions~~and ~~they~~articles ~~may~~of ~~have,~~association: ~~as well as attending trade shows or conventions.~~

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

We• ~~are~~file ~~not~~proxy ~~prohibited~~materials ~~from pursuing an initial business combination or subsequent transaction~~ with ~~a company that is affiliated with our sponsor, founders, officers or directors. In~~ the event we seek to complete our initial business combination with a company that is affiliated with 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 an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of viewSEC. ~~We are not required to obtain such an opinion in any other context.~~

~~co-invest~~In 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.

14If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our founding team have agreed to vote their founder shares and public shares purchased during or after our initial public offering in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 21,456,251, or 35.2%, of the 60,950,000 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 over-allotment option is not exercised). Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our sponsor and our founding 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 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 or pre-initial business combination activity.

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

~~majority~~• ofconduct the ~~then-issued~~redemptions ~~and~~pursuant ~~outstanding Class B ordinary shares agreed~~ to ~~waive~~Rule ~~such~~13e-4 ~~adjustment~~and ~~with~~Regulation ~~respect~~14E ~~to the specified future issuance at the time thereof. They may waive such specified future issuance due to (but not limited to) the following: (i) closing conditions which are part~~ of the ~~initial~~Exchange ~~business~~Act, ~~combination; (ii) during negotiations with Class A shareholders on structuring an initial business combination; (iii) during negotiations with parties providing financing~~ which ~~would~~regulate ~~trigger~~issuer ~~the~~tender ~~anti-dilution provisions of the Class B ordinary shares~~offers; or (iv) as part of the Affiliated Joint Acquisition. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our ordinary shares. and

~~co-invest~~• 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.

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

In18 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.

TheTable time required to identify and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our founding team, or 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. Contents

~~Lack~~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 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of ~~Business~~the ~~Diversification~~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.

~~For~~Limitation ~~an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely~~ on ~~the~~Redemption ~~future~~upon ~~performance~~Completion of aOur ~~single~~Initial ~~business.~~Business ~~Unlike~~Combination ~~other~~If ~~entities~~We ~~that~~Seek ~~have~~Shareholder ~~the~~Approval resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under 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 founding 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 founding 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.

•Tendering ~~subject~~Share usCertificates toin ~~negative~~Connection ~~economic,~~with ~~competitive~~a ~~and~~Tender ~~regulatory~~Offer ~~developments, any~~ or ~~all~~Redemption ofRights ~~which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and~~

•Public ~~cause~~shareholders usseeking to ~~depend~~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 ~~marketing~~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. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, ~~sale~~in the case of a ~~single~~shareholder ~~product~~vote, ora ~~limited~~final ~~number~~proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of ~~products~~such ortime, ~~services~~providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.

~~Limited~~There ~~Ability~~is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to ~~Evaluate~~the broker whether or not to pass this cost on to the ~~Target’s~~redeeming ~~Management~~holder. ~~Team~~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.

~~Although~~19 we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our founding 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 founding 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 founding team will have significant experience or knowledge relating to the operations of the particular target business.

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

~~Following~~The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, wethe ~~may~~company ~~seek~~would contact such shareholder to ~~recruit~~arrange ~~additional~~for ~~managers~~him or her to ~~supplement~~deliver his or her certificate to verify ownership. As a result, the ~~incumbent~~shareholder ~~management~~then ofhad an “option window” after the ~~target~~completion of the business combination during which he or she could monitor the price of the company’s shares in the market. WeIf ~~cannot~~the ~~assure~~price ~~you~~rose ~~that~~above wethe ~~will~~redemption ~~have~~price, he or she could sell his or her shares in the ~~ability~~open market before actually delivering his or her shares to ~~recruit~~the ~~additional~~company ~~managers~~for cancellation. As a result, orthe ~~that~~redemption ~~additional~~rights, ~~managers~~to ~~will~~which ~~have~~shareholders were aware they needed to commit before the ~~requisite~~general ~~skills~~meeting, ~~knowledge~~would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or ~~experience~~electronic ~~necessary~~delivery prior to ~~enhance~~the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the ~~incumbent~~business ~~management~~combination is approved.

~~Shareholders~~Any ~~May~~request ~~Not~~to ~~Have~~redeem such shares, once made, may be withdrawn at any time up to two business days prior to the ~~Ability~~initially scheduled vote on the proposal to ~~Approve~~approve ~~Our~~the ~~Initial~~business ~~Business~~combination, ~~Combination~~unless otherwise agreed to by us.

WeFurthermore, ~~may~~if ~~conduct~~a ~~redemptions~~holder ~~without~~of a ~~shareholder~~public ~~vote~~share ~~pursuant~~delivered toits ~~the~~certificate ~~tender~~in ~~offer~~connection ~~rules~~with an election of ~~the~~redemption ~~SEC~~rights ~~subject~~and subsequently decides prior to the ~~provisions~~applicable ofdate ~~our~~not ~~amended~~to ~~and~~elect ~~restated~~to ~~memorandum~~exercise ~~and~~such ~~articles~~rights, ofsuch ~~association.~~holder ~~However,~~may wesimply ~~will~~request ~~seek~~that ~~shareholder~~the ~~approval~~transfer ifagent itreturn the certificate (physically or electronically). It is ~~required~~anticipated bythat ~~applicable~~the ~~law~~funds orto ~~stock~~be ~~exchange~~distributed ~~rule,~~to orholders weof ~~may~~our ~~decide~~public shares electing to ~~seek~~redeem ~~shareholder~~their ~~approval~~shares ~~for~~will ~~business~~be ordistributed ~~other~~promptly ~~reasons~~after the completion of our initial business combination.

~~Under~~If ~~the~~our ~~rules~~initial ofbusiness ~~NYSE~~combination ~~and~~is ~~our~~not ~~amended~~approved ~~and~~or ~~restated~~completed ~~memorandum~~for ~~and~~any ~~articles~~reason, ofthen ~~association,~~our ~~shareholder~~public ~~approval~~shareholders who elected to exercise their redemption rights would not be ~~required~~entitled to redeem their shares for ~~our~~the ~~initial~~applicable ~~business~~pro ~~combination~~rata ifshare of the trust account. In such case, ~~for~~we ~~example:~~will promptly return any certificates delivered by public holders who elected to redeem their shares.

•If weour ~~issue~~initial ~~(other~~proposed ~~than~~business incombination ais ~~public~~not ~~offering~~completed, ~~for~~we ~~cash)~~may ~~ordinary~~continue ~~shares~~to ~~that~~try ~~will~~to ~~either~~complete (a) bebusiness ~~equal~~combination towith ora indifferent ~~excess~~target ofuntil ~~20%~~24 ofmonths from the ~~number~~closing of ~~ordinary~~our ~~shares~~initial ~~then~~public ~~issued~~offering. ~~and outstanding or (b) have voting power equal to or in excess of 20% of the voting power then issued and outstanding;~~

•Redemption ~~the issuance or potential issuance~~ of ~~ordinary~~Public ~~shares~~Shares ~~will~~and ~~result~~Liquidation inIf ~~our~~No ~~undergoing~~Initial aBusiness ~~change~~Combination ~~of control.~~

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

~~The~~Our ~~decision~~sponsor asand each member of our founding team have entered into an agreement with us, pursuant to ~~whether~~which wethey ~~will~~have ~~seek~~agreed ~~shareholder~~to ~~approval~~waive oftheir arights ~~proposed~~to ~~business~~liquidating ~~combination~~distributions infrom ~~those~~the ~~instances~~trust inaccount ~~which~~with ~~shareholder~~respect ~~approval~~to isany ~~not~~founder ~~required~~shares bythey ~~law~~hold ~~will~~if bewe ~~made~~fail byto ~~us,~~consummate ~~solely~~an ininitial business combination within 24 months from the closing of our ~~discretion,~~initial ~~and~~public offering (although they will be ~~based~~entitled onto ~~business~~liquidating ~~and~~distributions ~~legal~~from ~~reasons,~~the ~~which~~trust ~~include~~account awith ~~variety~~respect ofto ~~factors,~~any ~~including,~~public ~~but~~shares ~~not~~they ~~limited~~hold if we fail to: complete our initial business combination within 24 months from the closing of our initial public offering).

•20 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;

•Table the expected cost of holding a shareholder vote;Contents

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

16We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $2,000,000 of proceeds held outside the trust account 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.

~~Table~~If we were to expend all of ~~Contents~~the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the 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 ~~additional~~we ~~legal~~will ~~complexities~~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 ~~proposed~~claim ~~business~~against ~~combination~~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 founding team 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 our founding team believes that such third party’s engagement would be ~~time-consuming~~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 our founding team to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where our founding team is unable to find a service provider willing to execute a waiver. The underwriters will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and ~~burdensome~~will not seek recourse against the trust account for any reason. In order to ~~present~~protect the amounts held in the trust account, our sponsor has agreed that it will be liable to ~~shareholders~~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

~~Redemption~~21 ~~Rights for Public Shareholders upon Completion of Our Initial Business Combination~~

per-shareTable of Contents

~~pre-~~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. 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.

~~Limitations~~In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and 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 it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on ~~Redemptions~~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.

~~Our~~We ~~amended~~will ~~and~~seek ~~restated~~to ~~memorandum~~reduce ~~and~~the ~~articles~~possibility that our sponsor will have to indemnify the trust account due to claims of ~~association~~creditors ~~provide~~by ~~that~~endeavoring into nohave ~~event~~all ~~will~~vendors, weservice ~~redeem~~providers (excluding our independent registered public ~~shares~~accounting infirm), anprospective ~~amount~~target ~~that~~businesses ~~would~~or ~~cause~~other ~~our~~entities ~~net~~with ~~tangible~~which ~~assets~~we todo bebusiness ~~less~~execute ~~than~~agreements $5with us waiving any right,~~000~~ title,~~001~~ ~~(so~~interest ~~that~~or weclaim doof ~~not~~any ~~then~~kind ~~become~~in ~~subject~~or to ~~the~~monies ~~SEC’s~~held ~~“penny~~in ~~stock”~~the ~~rules)~~trust account. ~~However,~~Our ~~the~~sponsor ~~proposed~~will ~~business~~also ~~combination~~not ~~may~~be ~~require:~~liable ~~(i) cash~~as ~~consideration~~ to beany ~~paid~~claims tounder our indemnity of the ~~target~~underwriters orof ~~its~~our ~~owners~~initial public offering against certain liabilities, ~~(ii) cash~~including toliabilities beunder ~~transferred~~the Securities Act. We will have access to ~~the~~up ~~target~~to ~~for~~$2,000,000 ~~working~~from ~~capital~~the orproceeds ~~other~~of ~~general~~our ~~corporate~~initial ~~purposes~~public oroffering ~~(iii)~~ and the ~~retention~~sale of ~~cash~~the private placement warrants with which to ~~satisfy~~pay ~~other~~any ~~conditions~~such potential claims (including costs and expenses incurred in ~~accordance~~connection with ~~the~~our ~~terms~~liquidation, ofcurrently ~~the~~estimated ~~proposed~~to ~~business~~be ~~combination~~no more than approximately $100,000). In the event ~~the~~that ~~aggregate~~we ~~cash~~liquidate ~~consideration~~and weit ~~would~~is besubsequently ~~required~~determined tothat ~~pay~~the reserve for ~~all~~claims ~~Class A~~and ~~ordinary~~liabilities ~~shares~~is ~~that~~insufficient, ~~are~~shareholders ~~validly~~who ~~submitted~~received funds from our trust account could be liable for ~~redemption~~claims ~~plus~~made ~~any~~by ~~amount~~creditors; ~~required~~however tosuch ~~satisfy~~liability ~~cash~~will ~~conditions~~not ~~pursuant~~be togreater than the ~~terms~~amount of ~~the~~funds ~~proposed~~from ~~business~~our ~~combination~~trust ~~exceed~~account received by any such shareholder. In the ~~aggregate~~event ~~amount~~that our offering expenses and other operating expenses exceed our estimate of ~~cash~~$2,000,000, ~~available~~we may fund such excess with funds from the funds not to usbe held in the trust account. In such case, the amount of funds we ~~will~~intend ~~not~~to ~~complete~~be held outside the ~~business~~trust ~~combination~~account orwould ~~redeem~~decrease ~~any~~by ~~shares~~a corresponding amount. Conversely, in the event that the offering expenses and ~~all~~other ~~Class A~~operating ~~ordinary~~expenses ~~shares~~are ~~submitted~~less ~~for~~than ~~redemption~~our ~~will~~estimate beof ~~returned~~$2,000,000, the amount of funds we intend to be held outside the ~~holders~~trust ~~thereof~~account would increase by a corresponding amount.

~~Manner~~If we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency 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 ~~Conducting~~third ~~Redemptions~~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 insolvency petition or an involuntary bankruptcy or insolvency 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.”

WeAs ~~will~~a ~~provide~~result, ~~our~~a ~~public~~bankruptcy ~~shareholders~~or ~~with~~insolvency ~~the~~court ~~opportunity~~could seek to ~~redeem~~recover ~~all~~some or aall ~~portion~~amounts received by our shareholders. Furthermore, our board of ~~their~~directors ~~Class A~~may ~~ordinary~~be ~~shares~~viewed ~~upon~~as ~~the~~having ~~completion~~breached ofits fiduciary duty to our ~~initial~~creditors ~~business~~and/or ~~combination~~may ~~either~~have ~~(i)~~ acted in ~~connection~~bad ~~with~~faith, aand ~~general~~thereby ~~meeting~~exposing ~~called~~itself and our company to ~~approve~~claims of punitive damages, by paying public shareholders from the ~~business~~trust ~~combination~~account orprior ~~(ii) by~~to ~~means~~addressing the claims of acreditors. ~~tender~~We ~~offer~~cannot assure you that claims will not be brought against us for these reasons.

~~The~~22 decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.

17Table of Contents

~~Table~~Our public shareholders will be 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 or pre-initial business combination activity, 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 shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.

~~The~~Competition requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by holders of two thirds of our ordinary shares who attend and vote at a general meeting of the company, so long as we offer redemption in connection with such amendment. 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:

•In ~~conduct~~identifying, ~~the~~evaluating ~~redemptions~~and inselecting ~~conjunction~~a ~~with~~target business for our initial business combination, we may encounter intense competition from other entities having a ~~proxy~~business ~~solicitation~~objective ~~pursuant~~similar to ~~Regulation~~ours, ~~14A~~including ofother ~~the~~blank ~~Exchange~~check ~~Act~~companies, ~~which~~private ~~regulates~~equity ~~the~~groups ~~solicitation~~and leveraged buyout funds, public companies, operating businesses seeking strategic acquisitions. Many of ~~proxies~~these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and ~~not~~other ~~pursuant~~resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the ~~tender~~acquisition ~~offer~~of ~~rules;~~a target business. Furthermore, our obligation to 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 combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

•Indemnity ~~file proxy materials with the SEC.~~

InOur ~~the~~sponsor ~~event~~has agreed that weit ~~seek~~will ~~shareholder~~be ~~approval~~liable ofto us if and to the extent any claims by a third party (other than our ~~initial~~independent ~~business~~auditors) ~~combination~~for services rendered or products sold to us, or a prospective target business with which we ~~will~~have ~~distribute~~discussed ~~proxy~~entering ~~materials~~into ~~and~~a transaction agreement, reduce the amount of funds in ~~connection~~the ~~therewith,~~trust ~~provide~~account ~~our~~to below (1) $10.00 per public ~~shareholders~~share ~~with~~or (2) such lesser amount per public share held in the ~~redemption~~trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights ~~described~~to ~~above~~seek ~~upon~~access ~~completion~~to the trust account and except as to any claims under our indemnity of the underwriters of our initial ~~business~~public ~~combination~~offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations.

~~pre-initial~~Facilities

IfWe wecurrently ~~conduct~~maintain ~~redemptions~~our ~~pursuant~~executive tooffices ~~the~~at ~~tender~~360 ~~offer~~S ~~rules~~Rosemary Ave, 18th Floor, West Palm Beach, FL 33401. The cost for our use of this space is included in the ~~SEC,~~fee weof ~~will~~up to $10,000 ~~pursuant~~per month that we pay to our ~~amended~~sponsor ~~and~~for ~~restated~~office ~~memorandum~~space, administrative and ~~articles~~support ofservices. ~~association:~~We consider our current office space adequate for our current operations.

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

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

~~10b5-1~~Employees

~~14e-5~~We currently have five 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.

18Periodic Reporting and Financial Information

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

~~14e-1(~~We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders. These financial statements may 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.

~~Limitation~~We have filed a Registration Statement on ~~Redemption~~Form ~~upon~~8-A ~~Completion~~with the SEC to voluntarily register our securities under Section 12 of ~~Our~~the ~~Initial~~Exchange ~~Business~~Act. ~~Combination~~As Ifa result, we are subject to the rules and regulations promulgated under the Exchange Act. We ~~Seek~~have ~~Shareholder~~no ~~Approval~~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.

IfWe weare ~~seek~~a ~~shareholder~~Cayman ~~approval~~Islands ofexempted ~~our~~company. ~~initial~~Exempted ~~business~~companies ~~combination~~are ~~and~~Cayman weIslands docompanies ~~not~~conducting ~~conduct redemptions in connection with our initial~~ business ~~combination~~mainly ~~pursuant~~outside to the ~~tender~~Cayman ~~offer~~Islands ~~rules~~and, ~~our~~as ~~amended~~such, ~~and~~are ~~restated~~exempted ~~memorandum~~from ~~and~~complying ~~articles~~with ofcertain ~~association~~provisions ~~provides~~of ~~that~~the aCompanies ~~public~~Act. ~~shareholder,~~As ~~together~~an ~~with~~exempted ~~any~~company, ~~affiliate~~we ofhave ~~such~~received ~~shareholder~~a ortax ~~any~~exemption ~~other~~undertaking ~~person~~from ~~with~~the ~~whom~~Cayman ~~such~~Islands ~~shareholder~~government isthat, ~~acting~~ in ~~concert~~accordance orwith ~~as a “group” (as defined under~~ Section 136 of the ~~Exchange~~Tax Concessions Act), ~~will~~(As beRevised) ~~restricted~~of ~~from~~the ~~seeking~~Cayman ~~redemption rights with respect to Excess Shares~~Islands, ~~without~~for ~~our~~a ~~prior~~period ~~consent.~~of We20 ~~believe~~years ~~this restriction will discourage shareholders~~ from ~~accumulating~~the ~~large~~date ~~blocks~~ of ~~shares~~the undertaking, ~~and~~no ~~subsequent~~law ~~attempts~~which byis ~~such~~enacted ~~holders~~in tothe ~~use~~Cayman ~~their~~Islands ~~ability~~imposing toany ~~exercise~~tax ~~their~~to ~~redemption~~be ~~rights~~levied ~~against~~on aprofits, ~~proposed~~income, ~~business~~gains ~~combination~~or asappreciations awill ~~means~~apply to ~~force~~ us or our ~~founding~~operations toand, ~~purchase~~in ~~their~~addition, ~~shares~~that atno atax ~~significant premium~~ to ~~the~~be ~~then-current~~levied ~~market price or~~ on ~~other~~profits, ~~undesirable terms. Absent this provision~~income, agains ~~public~~or ~~shareholder~~appreciations ~~holding~~or ~~more~~which ~~than~~is anin ~~aggregate~~the ofnature ~~15%~~ of ~~the~~estate ~~shares~~duty ~~sold~~or ininheritance ~~our~~tax ~~initial~~will ~~public~~be ~~offering~~payable ~~could~~(i) on ~~threaten~~or toin ~~exercise~~respect ~~its~~of ~~redemption~~our ~~rights if such holder’s~~ shares ~~are not purchased by us~~, ~~our~~debentures ~~sponsor~~ or ~~our~~other ~~founding~~obligations ~~team at a premium to the then-current market price~~ or on(ii) by ~~other~~way ~~undesirable terms. By limiting our shareholders’ ability to redeem no more than 15%~~ of the ~~shares~~withholding ~~sold~~ in ~~our~~whole ~~initial~~or ~~public~~in ~~offering~~part ~~without~~of ~~our~~a ~~prior~~payment ~~consent,~~of wedividend ~~believe~~or weother ~~will~~distribution ~~limit the ability~~ of aincome ~~small~~or ~~group~~capital ofby ~~shareholders~~us to ~~unreasonably attempt to block~~ our ~~ability~~shareholders toor ~~complete our initial business combination, particularly in connection with~~ a ~~business~~payment ~~combination~~of ~~with~~principal aor ~~target~~interest ~~that~~or ~~requires~~other assums adue ~~closing~~under ~~condition that we have~~ a ~~minimum~~debenture ~~net worth~~ or aother ~~certain~~obligation ~~amount~~ of ~~cash~~us.

~~However~~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 ~~would~~are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not be“emerging ~~restricting~~growth ~~our~~companies” ~~shareholders’~~including, ~~ability~~but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote ~~all~~on executive compensation and shareholder approval of ~~their~~any ~~shares~~golden ~~(including~~parachute ~~Excess~~payments ~~Shares)~~not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for orour ~~against~~securities and the prices of our ~~initial~~securities ~~business~~may ~~combination~~be more volatile.

~~Tendering~~24 ~~Share Certificates in Connection with a Tender Offer or Redemption Rights~~

PublicTable 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. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares. Contents

~~There~~In isaddition, aSection 107 ~~nominal~~of ~~cost associated with~~ the ~~above-referenced~~JOBS ~~tendering~~Act ~~process~~also ~~and~~provides ~~the~~that ~~act~~an of“emerging ~~certificating~~growth ~~the~~company” ~~shares~~can ortake ~~delivering~~advantage ~~them~~of ~~through~~ the ~~DWAC~~extended ~~System.~~transition ~~The~~period ~~transfer~~provided ~~agent~~in ~~will typically charge the tendering broker~~ Section 7(a)(2)(B) ~~fee~~ of ~~approximately~~the ~~$80.00~~Securities ~~and~~Act itfor ~~would~~complying bewith upnew ~~to the broker whether~~ or ~~not~~revised toaccounting ~~pass~~standards. ~~this~~In ~~cost~~other onwords, toan ~~the~~“emerging ~~redeeming~~growth ~~holder.~~company” ~~However,~~can ~~this~~delay ~~fee~~the ~~would~~adoption ~~be incurred regardless~~ of ~~whether~~certain oraccounting ~~not~~standards weuntil ~~require~~those ~~holders~~standards ~~seeking~~would tootherwise ~~exercise~~apply ~~redemption rights~~ to ~~tender~~private ~~their shares~~companies. ~~The~~We ~~need~~intend to ~~deliver~~take ~~shares~~advantage ~~is a requirement~~ of ~~exercising redemption rights regardless of~~ the ~~timing~~benefits of ~~when~~this ~~such~~extended ~~delivery~~transition ~~must be effectuated~~period.

19We 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 non-affiliates exceeds $700 million as of the last date of the prior fiscal year’s second quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

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

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

~~Any~~There ~~request~~is tono ~~redeem~~material ~~such shares~~litigation, ~~once~~arbitration ~~made,~~or ~~may~~governmental beproceeding ~~withdrawn~~currently atpending ~~any~~against ~~time~~us upor toany ~~two~~members ~~business~~of ~~days~~our ~~prior~~founding toteam ~~the~~in ~~initially~~their ~~scheduled~~capacity ~~vote~~as ~~on the proposal to approve the business combination, unless otherwise agreed to by us~~such.

~~Furthermore,~~25 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.

IfTable our initial business combination 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 pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares. Contents

IfITEM 1A. ~~our~~RISK initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 24 months from the closing of our initial public offeringFACTORS.

~~Redemption~~An investment in our securities involves a high degree of ~~Public~~risk. ~~Shares~~You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form 10-K, the IPO prospectus associated with our public offering and ~~Liquidation~~the Registration Statement, before making a decision to invest in our securities. If Noany ~~Initial~~of ~~Business~~the ~~Combination~~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.

~~per-share~~Risks Relating to Searching for and Consummating a Business Combination

Our ~~sponsor~~shareholders ~~and~~may ~~each~~not ~~member~~be ofafforded ~~our founding team have entered into~~ an ~~agreement~~opportunity ~~with us, pursuant~~ to ~~which~~vote ~~they~~on ~~have~~our ~~agreed~~proposed ~~to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an~~ initial business combination, ~~within~~which 24means ~~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~~may to complete our initial business combination ~~within~~even 24though ~~months~~a ~~from~~majority ~~the closing~~ of our ~~initial~~shareholders ~~public~~do ~~offering)~~not support such a combination.

We 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 NYSE rules currently allow us to engage in a tender offer in lieu of a general meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares to a target business as consideration in any business combination.

~~Table~~Therefore, if we were structuring a business combination that required us to issue more than 20% of ~~Contents~~our issued and outstanding ordinary 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.

~~pre-~~If we seek shareholder approval of our initial business combination, our initial shareholders, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

~~per-share~~Our initial shareholders, directors and officers have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 21,456,251, or 35.2%, of the 60,950,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have such initial business combination approved. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any. We expect that our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares at the time of any such shareholder vote. Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.

We26 expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $2,000,000 of proceeds held outside the trust account 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.

per-shareTable of Contents

~~per-share~~Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

~~Although~~At wethe ~~will~~time 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~~your ~~kind~~investment in ~~or to any monies held in the trust account for the benefit of our public shareholders~~us, ~~there~~you ~~is no guarantee that they~~ will ~~execute~~not ~~such agreements or even if they execute such agreements that they would~~ be ~~prevented~~provided ~~from~~with ~~bringing~~an ~~claims~~opportunity ~~against the trust account including but not limited~~ to ~~fraudulent~~evaluate ~~inducement,~~the ~~breach~~specific ofmerits ~~fiduciary responsibility~~ or ~~other~~risks ~~similar claims, as well as claims challenging the enforceability~~ of ~~the~~any ~~waiver,~~target ~~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~~businesses. IfSince ~~any third party refuses to execute an agreement waiving such claims to the monies held in the trust account,~~ our ~~founding~~board ~~team will perform an analysis~~ of ~~the~~directors ~~alternatives~~may ~~available~~complete ~~to it and will only enter into an agreement with~~ a ~~third~~business ~~party~~combination ~~that~~without ~~has~~seeking ~~not~~shareholder ~~executed~~approval, apublic ~~waiver~~shareholders ~~if our founding team 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~~not ahave ~~third party that refuses to execute a waiver include~~ the ~~engagement~~right ~~of a third party consultant whose particular expertise~~ or ~~skills~~opportunity ~~are believed by our founding team~~ to bevote ~~significantly~~on ~~superior~~the tobusiness ~~those~~combination, ofunless ~~other~~we ~~consultants~~seek ~~that would agree to execute a waiver or in cases where our founding team is unable to find a service provider willing to execute a waiver. The underwriters will not execute agreements with us waiving~~ such ~~claims~~shareholder ~~to the monies held in the trust account~~approval. ~~In addition~~Accordingly, ~~there~~your isonly noopportunity ~~guarantee that such entities will agree~~ to ~~waive~~affect ~~any claims they may have in~~ the ~~future~~investment asdecision regarding a ~~result~~potential ~~of,~~business orcombination ~~arising~~may ~~out~~be ~~of,~~limited ~~any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order~~ to ~~protect~~exercising ~~the~~your ~~amounts~~redemption ~~held~~rights inwithin the ~~trust~~period ~~account,~~of ~~our~~time ~~sponsor~~(which ~~has agreed that it~~ will be ~~liable~~at toleast us20 ~~if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target~~ business ~~with~~days) ~~which~~set weforth ~~have~~in ~~discussed~~our ~~entering~~tender ~~into~~offer adocuments ~~transaction~~mailed ~~agreement, reduce the amounts in the trust account~~ to ~~below~~our ~~the lesser of (i) $10.00 per~~ public ~~share~~shareholders ~~and (ii) the actual amount per public share held~~ in ~~the~~which ~~trust~~we ~~account~~describe asour ofinitial ~~the~~business ~~date of the liquidation of the trust account if less than $10~~combination.00 ~~per public share due to reductions in the value of the trust~~

21If we seek shareholder approval of our initial business combination, our sponsor and members of our founding team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

~~Table~~Our sponsor owned, on an as-converted basis, 20% of ~~Contents~~our issued and outstanding ordinary shares immediately following the completion of our initial public offering. Our sponsor and members of our founding 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 provides that, if we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to 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, we would need 21,456,251, or 35.2%, of the 60,950,000 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 over-allotment option is not exercised). Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our sponsor and our founding 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.

~~assets,~~The inability ~~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~~shareholders ~~against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed~~ to beredeem ~~unenforceable~~their ~~against~~shares ~~a third party, our sponsor will not be responsible to the extent of any liability~~ for ~~such~~cash ~~third~~may ~~party~~make ~~claims.~~our ~~However,~~financial wecondition ~~have~~unattractive ~~not asked our sponsor~~ to ~~reserve~~potential ~~for~~business ~~such~~combination ~~indemnification obligations~~targets, ~~nor~~which ~~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~~make beit ~~able~~difficult tofor ~~satisfy those obligations. None of our officers or directors will indemnify~~ us ~~for~~to ~~claims~~enter byinto ~~third~~a ~~parties~~business ~~including,~~combination ~~without~~with ~~limitation,~~a ~~claims by vendors and prospective~~ target ~~businesses~~.

We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with a business combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial business combination. If we are able to consummate an initial business combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay and the payment of the deferred underwriting commissions.

WeFurthermore, ~~will~~in ~~seek~~no toevent ~~reduce~~will ~~the~~we ~~possibility~~redeem ~~that~~ our ~~sponsor~~public ~~will~~shares ~~have~~in toan ~~indemnify~~amount ~~the~~that ~~trust~~would ~~account~~cause ~~due~~our tonet ~~claims~~tangible ofassets ~~creditors by endeavoring~~ to ~~have~~be ~~all~~less ~~vendors~~than $5,000,001 ~~service providers~~ (~~excluding~~so ~~our~~that ~~independent registered public accounting firm), prospective target businesses or other entities with which~~ we do ~~business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also~~ not bethen ~~liable~~become assubject to ~~any claims under our indemnity of~~ the ~~underwriters~~SEC’s of“penny ~~our~~stock” ~~initial public offering against certain liabilities, including liabilities under the Securities Act~~rules). ~~We will have access to up to $2~~Consequently,~~000,000~~ ~~from~~if ~~the~~accepting ~~proceeds~~all ofproperly ~~our~~submitted ~~initial~~redemption ~~public~~requests ~~offering~~would ~~and~~cause ~~the sale of the private placement warrants with which to pay any such potential claims (including costs and expenses incurred in connection with~~ our ~~liquidation,~~net ~~currently~~tangible ~~estimated~~assets to be noless ~~more~~ than ~~approximately~~ $~~100~~5,000~~). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient~~,001 ~~shareholders~~or ~~who received funds from our trust account could be liable for claims made by creditors; however~~ such ~~liability will not be~~ greater ~~than the~~ amount ofnecessary ~~funds~~to ~~from~~satisfy ~~our~~a ~~trust~~closing ~~account~~condition ~~received~~as bydescribed ~~any such shareholder. In the event that our offering expenses and other operating expenses exceed our estimate of $2~~above,~~000,000,~~ we ~~may~~would ~~fund~~not ~~such~~proceed ~~excess~~ with ~~funds~~such ~~from~~redemption ~~the~~and ~~funds not to be held in~~ the ~~trust~~related ~~account.~~business Incombination ~~such~~and ~~case,~~may ~~the~~instead ~~amount~~search offor ~~funds~~an wealternate ~~intend~~business ~~to be held outside the trust account would decrease by a corresponding amount~~combination. ~~Conversely,~~Prospective intargets ~~the~~will ~~event~~be ~~that~~aware ~~the~~of ~~offering~~these ~~expenses~~risks and, ~~other operating expenses are less than our estimate of $2~~thus,~~000,000,~~ ~~the~~may ~~amount~~be ofreluctant ~~funds we intend~~ to beenter ~~held~~into ~~outside~~a ~~the~~business ~~trust~~combination ~~account~~transaction ~~would~~with ~~increase by a corresponding amount~~us.

IfThe weability ~~file~~of a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency 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~~public ~~estate~~shareholders ~~and subject~~ to ~~the~~exercise ~~claims~~redemption ofrights ~~third parties~~ with ~~priority~~respect ~~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~~a ~~$10.00~~large ~~per~~number ~~public~~of ~~share to~~ our ~~public~~shares ~~shareholders.~~may ~~Additionally,~~not ifallow ~~we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against~~ us ~~that~~to iscomplete ~~not~~the ~~dismissed,~~most ~~any~~desirable ~~distributions~~business ~~received~~combination ~~by shareholders could be viewed under applicable debtor/creditor and/~~or ~~bankruptcy~~optimize ~~laws~~our ascapital ~~either a “preferential transfer” or a “fraudulent conveyance~~structure.”

AsAt athe ~~result,~~time awe ~~bankruptcy~~enter orinto ~~insolvency~~an ~~court~~agreement ~~could~~for ~~seek~~our toinitial ~~recover~~business ~~some~~combination, orwe ~~all~~will ~~amounts~~not ~~received~~know byhow ~~our~~many shareholders. ~~Furthermore, our board of directors~~ may beexercise ~~viewed~~their asredemption ~~having breached its fiduciary duty to our creditors and/or may have acted in bad faith~~rights, and ~~thereby~~therefore ~~exposing~~will ~~itself~~need ~~and our company~~ to ~~claims~~structure ofthe ~~punitive~~transaction ~~damages,~~based byon ~~paying~~our ~~public~~expectations ~~shareholders~~as ~~from the trust account prior~~ to ~~addressing~~ the ~~claims~~number of ~~creditors.~~shares ~~We cannot assure you~~ that ~~claims~~ will ~~not~~ be ~~brought~~submitted ~~against us~~ for ~~these reasons~~redemption.

2227

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

~~Competition~~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 shares.

InIf ~~identifying, evaluating and selecting a target business for~~ our initial business combination, weagreement ~~may~~requires ~~encounter~~us ~~intense~~to ~~competition~~use ~~from~~a ~~other~~portion ~~entities~~of ~~having~~the acash ~~business~~in ~~objective~~the ~~similar~~trust account to ~~ours,~~pay ~~including~~the ~~other~~purchase ~~blank check companies~~price, ~~private~~or ~~equity~~requires ~~groups~~us ~~and~~to ~~leveraged~~have ~~buyout~~a ~~funds,~~minimum ~~public~~amount ~~companies,~~of ~~operating~~cash ~~businesses~~at ~~seeking~~closing, ~~strategic~~the ~~acquisitions.~~probability ~~Many~~that ofour ~~these~~initial ~~entities~~business ~~are~~combination ~~well~~would ~~established~~be ~~and~~unsuccessful ~~have~~is ~~extensive~~increased. ~~experience~~If ~~identifying~~our ~~and~~initial ~~effecting~~ business ~~combinations~~combination ~~directly~~is ~~or through affiliates. Moreover~~unsuccessful, ~~many~~you ofwould ~~these~~not ~~competitors~~receive ~~possess~~your ~~greater~~pro ~~financial,~~rata ~~technical,~~portion ~~human~~of ~~and~~the ~~other~~funds ~~resources~~in ~~than~~the ~~us.~~trust ~~Our~~account ~~ability~~until towe ~~acquire~~liquidate ~~larger~~the ~~target~~trust ~~businesses~~account. ~~will~~If beyou ~~limited~~are byin ~~our~~need ~~available~~of ~~financial~~immediate ~~resources.~~liquidity, ~~This~~you ~~inherent~~could ~~limitation~~attempt ~~gives~~to ~~others~~sell anyour ~~advantage~~shares in ~~pursuing~~ the ~~acquisition~~open ofmarket; ahowever, ~~target~~at ~~business.~~such ~~Furthermore,~~time our ~~obligation~~shares tomay ~~pay~~trade ~~cash~~at ina ~~connection~~discount ~~with~~to ~~our~~the ~~public~~pro ~~shareholders~~rata ~~who~~amount ~~properly~~per ~~exercise~~share ~~their~~in ~~redemption~~the ~~rights~~trust ~~may~~account. ~~reduce~~In ~~the~~either ~~resources~~situation, ~~available~~you tomay ussuffer ~~for~~a ~~our~~material ~~initial~~loss ~~business~~on ~~combination~~your ~~and~~investment ~~our~~or ~~outstanding~~lose ~~warrants, and~~ the ~~future~~benefit ~~dilution~~of ~~they~~funds ~~potentially~~expected ~~represent,~~in ~~may~~connection ~~not~~with beour ~~viewed~~redemption ~~favorably~~until bywe ~~certain~~liquidate ~~target~~or ~~businesses.~~you ~~Either~~are ofable ~~these~~to ~~factors~~sell ~~may~~your ~~place~~shares ~~us at a competitive disadvantage~~ in ~~successfully~~the ~~negotiating~~open ~~an initial business combination~~market.

~~Indemnity~~The 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.

~~Our~~Any ~~sponsor~~potential ~~has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective~~ target business with which we ~~have~~enter ~~discussed~~into ~~entering~~negotiations ~~into~~concerning a ~~transaction~~business ~~agreement,~~combination ~~reduce~~will the amount of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be ~~withdrawn~~aware tothat ~~pay~~we ~~taxes,~~must ~~except~~consummate asan toinitial ~~any~~business ~~claims~~combination bywithin a24 ~~third~~months ~~party~~from ~~who executed a waiver of any and all rights to seek access to~~ the ~~trust~~closing ~~account and except as to any claims under our indemnity~~ of ~~the underwriters of~~ our initial public offering ~~against certain liabilities, including liabilities under the Securities Act~~. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations.

~~Facilities~~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.

WeOur ~~currently~~search ~~maintain~~for ~~our~~a ~~executive~~business ~~offices at Phillips Point~~combination, ~~East~~and ~~Tower,~~any ~~777~~target S.business ~~Flagler~~with ~~Drive,~~which ~~Suite~~we ~~1000,~~ultimately ~~West~~consummate ~~Palm~~a ~~Beach~~business combination, FLmay ~~33401.~~be ~~The~~materially ~~cost~~adversely ~~for~~affected ~~our~~by ~~use~~the ofcoronavirus ~~this~~(COVID-19) ~~space~~pandemic isand ~~included in~~ the ~~fee~~status of updebt ~~to $10,000 per month that we pay to our sponsor for office space, administrative~~ and ~~support~~equity ~~services~~markets. ~~We consider our current office space adequate for our current operations.~~

23In March 2020, the World Health Organization declared novel coronavirus disease 2019 (COVID-19) a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels, all of which may become heightened concerns upon a second wave of infection or future developments. In addition, the pandemic has resulted in temporary closures of many businesses and the institution of social distancing and sheltering in place requirements in many states and communities. In addition to the COVID-19 pandemic, a significant outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected.

~~Table~~Furthermore, we may be unable to complete a business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or the target business’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 ~~Contents~~COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected. 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 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.

~~Employees~~Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by negative impacts on the global economy, capital markets or other geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities.

WeUnited ~~currently~~States ~~have~~and ~~five~~global ~~executive~~markets ~~officers.~~are ~~These~~experiencing ~~individuals~~volatility ~~are~~and ~~not~~disruption ~~obligated~~following tothe ~~devote~~escalation ~~any~~of ~~specific~~geopolitical ~~number~~tensions and the recent invasion of ~~hours~~Ukraine by Russia in February 2022. In response to ~~our~~such ~~matters~~invasion, ~~but~~the ~~they~~North ~~intend~~Atlantic Treaty Organization (“NATO”) deployed additional military forces to ~~devote~~eastern asEurope, ~~much~~and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of ~~their~~certain ~~time~~financial asinstitutions ~~they~~from ~~deem~~the ~~necessary~~Society tofor ~~our~~Worldwide ~~affairs~~Interbank ~~until~~Financial weTelecommunication (SWIFT) payment system. Certain countries, including the United States, have ~~completed~~also ~~our~~provided ~~initial~~and ~~business~~may ~~combination~~continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The ~~amount~~invasion of ~~time~~Ukraine ~~they~~by ~~will~~Russia ~~devote~~and the resulting measures that have been taken, and could be taken in ~~any~~the ~~time~~future, ~~period~~by ~~will~~NATO, ~~vary~~the ~~based~~United onStates, ~~whether~~the aUnited ~~target~~Kingdom, ~~business~~the ~~has~~European ~~been~~Union ~~selected~~and ~~for~~other ~~our~~countries ~~initial~~have ~~business~~created ~~combination~~global security concerns that could have a lasting impact on regional and global economies. Although the ~~stage~~length and impact of the ~~business~~ongoing ~~combination~~military ~~process~~conflict wein ~~are~~Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. WeAdditionally, doRussian ~~not~~military ~~intend~~actions toand ~~have~~the ~~any~~resulting ~~full~~sanctions ~~time~~could ~~employees~~adversely ~~prior~~affect the global economy and financial markets and lead to ~~the~~instability ~~completion~~and lack of ~~our~~liquidity ~~initial~~in ~~business~~capital ~~combination~~markets.

~~Periodic~~28 ~~Reporting and Financial Information~~

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

WeAny ~~will provide shareholders with audited financial statements~~ of the ~~prospective~~abovementioned ~~target~~factors, ~~business~~or asany ~~part~~other ofnegative ~~the~~impact ~~proxy~~on ~~solicitation~~the orglobal ~~tender offer materials~~economy, ascapital ~~applicable,~~markets ~~sent~~or toother ~~shareholders.~~geopolitical ~~These~~conditions ~~financial~~resulting ~~statements~~from ~~may~~the beRussian ~~required~~invasion toof beUkraine ~~prepared~~and insubsequent ~~accordance with~~sanctions, orcould ~~reconciled~~adversely ~~to,~~affect ~~GAAP,~~our orsearch ~~IFRS,~~for ~~depending~~a onbusiness ~~the~~combination ~~circumstances,~~ and ~~the~~any ~~historical~~target ~~financial~~business ~~statements~~with ~~may~~which bewe ~~required~~ultimately toconsummate bea ~~audited~~business incombination. ~~accordance~~The ~~with~~extent ~~the~~and ~~standards~~duration of the ~~PCAOB.~~Russian ~~These~~invasion ~~financial~~of ~~statement~~Ukraine, ~~requirements~~resulting ~~may~~sanctions ~~limit~~and ~~the~~any ~~pool~~related ofmarket ~~potential~~disruptions ~~target~~are ~~businesses~~impossible weto ~~may~~predict, ~~acquire~~but ~~because~~could ~~some~~be ~~targets~~substantial, ~~may~~particularly beif ~~unable~~current toor ~~provide~~new ~~such~~sanctions ~~statements~~continue infor ~~time~~an ~~for~~extended usperiod toof ~~disclose~~time ~~such~~or ~~statements~~if ingeopolitical ~~accordance~~tensions ~~with~~result ~~federal~~in ~~proxy~~expanded ~~rules~~military ~~and~~operations ~~complete~~on ~~our~~a ~~initial~~global ~~business~~scale. ~~combination~~Any ~~within~~such 24disruptions ~~months~~may ~~from~~also have the ~~closing~~effect of ~~our~~heightening ~~initial~~many ~~public~~of ~~offering.~~the Weother ~~cannot~~risks ~~assure~~described ~~you~~in ~~that~~this ~~any~~“Risk ~~particular~~Factors” ~~target~~section, ~~business~~such ~~identified by us~~ as athose ~~potential~~related ~~acquisition~~to ~~candidate~~the ~~will~~market ~~have~~for ~~financial~~our ~~statements~~securities, ~~prepared~~cross-border intransactions ~~accordance~~or ~~with~~our ~~the~~ability ~~requirements~~to ~~outlined~~raise ~~above,~~equity or ~~that~~debt ~~the~~financing ~~potential~~in ~~target~~connection ~~business~~with ~~will~~any beparticular ~~able~~business tocombination. ~~prepare~~If ~~its~~these ~~financial~~disruptions ~~statements~~or inother ~~accordance~~matters ~~with~~of ~~the~~global ~~requirements~~concern ~~outlined~~continue ~~above.~~for Toan ~~the~~extensive ~~extent~~period ~~that~~of ~~these requirements cannot be met~~time, weour ~~may~~ability ~~not be able~~ to ~~acquire~~consummate ~~the~~a ~~proposed target~~ business. ~~While~~combination, ~~this~~or ~~may limit~~ the ~~pool~~operations of ~~potential~~a ~~acquisition~~target ~~candidates,~~business wewith dowhich ~~not~~we ~~believe~~ultimately ~~that~~consummate ~~this~~a ~~limitation~~business ~~will~~combination, may be ~~material~~materially adversely affected.

~~8-A~~29

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

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

24In 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.

~~Table~~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 (including the recent invasion of ~~Contents~~Ukraine by Russia in February 2022), inflation or other changes in general economic conditions, 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.

InWe ~~addition,~~may ~~Section 107~~not ofbe ~~the~~able ~~JOBS~~to ~~Act~~consummate ~~also provides that~~ an ~~“emerging~~initial ~~growth~~business ~~company”~~combination ~~can~~within ~~take~~24 ~~advantage~~months ofafter the ~~extended~~closing ~~transition period provided in Section 7(a)(2)(B)~~ of ~~the~~our ~~Securities~~initial ~~Act~~public ~~for~~offering, ~~complying~~in ~~with~~which ~~new~~case orwe ~~revised~~would ~~accounting~~cease ~~standards.~~all Inoperations ~~other~~except ~~words,~~for ~~an “emerging growth company” can delay~~ the ~~adoption~~purpose of ~~certain~~winding ~~accounting~~up ~~standards~~and ~~until~~we ~~those standards~~ would ~~otherwise~~redeem ~~apply~~our topublic ~~private~~shares ~~companies.~~and ~~We intend to take advantage of the benefits of this extended transition period~~liquidate.

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

~~non-convertible~~30

S-K.Table of Contents

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

~~non-affiliates~~We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, 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 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.

~~Legal~~If ~~Proceedings~~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 to wait beyond such 24 months before redemption from our trust account.

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

25Because 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.

~~Table~~We may pursue business combination opportunities in any sector, except that we will not, under our amended and restated memorandum and articles of ~~Contents~~association, be permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected or approached 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 units 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.

~~ITEM 1A.~~31 ~~RISK FACTORS.~~

10-K,Table of Contents

~~Risks~~We ~~Relating~~may toseek ~~Searching~~acquisition ~~for~~opportunities ~~and~~with ~~Consummating~~an early stage company, a ~~Business~~financially ~~Combination~~unstable business or an entity lacking an established record of revenue or earnings.

~~Our~~To ~~shareholders~~the ~~may~~extent ~~not~~we becomplete ~~afforded~~our aninitial ~~opportunity~~business tocombination ~~vote~~with onan ~~our~~early ~~proposed~~stage ~~initial~~company, a financially unstable business ~~combination~~or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which ~~means~~we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete ~~our~~due ~~initial~~diligence. ~~business~~Furthermore, ~~combination~~some ~~even~~of ~~though~~these arisks ~~majority~~may be outside of our ~~shareholders~~control doand ~~not~~leave ~~support~~us ~~such~~with no ability to control or reduce the chances that those risks will adversely impact a ~~combination~~target business.

We may ~~not~~seek ~~hold~~acquisition aopportunities ~~shareholder~~in ~~vote~~industries ~~to approve our initial business combination unless the business combination would require shareholder approval under applicable Cayman Islands law~~ or ~~stock~~sectors ~~exchange~~which ~~listing~~may ~~requirements~~ or ifmay wenot ~~decide~~be tooutside ~~hold a shareholder vote for business or other reasons. For instance, the NYSE rules currently allow us to engage in a tender offer in lieu~~ of aour ~~general~~founders’ ~~meeting~~area ~~but would still require us to obtain shareholder approval if we were seeking to issue more than 20%~~ of ~~our issued and outstanding shares to a target business as consideration in any business combination~~expertise.

~~Therefore,~~We ifwill weconsider ~~were~~a ~~structuring~~business combination outside of our founders’ area of expertise if a business combination ~~that~~target ~~required~~is uspresented to ~~issue~~us ~~more~~and ~~than~~we ~~20%~~determine ofthat such candidate offers an attractive acquisition opportunity for our ~~issued~~company. ~~and~~Although ~~outstanding~~our ~~ordinary~~founding ~~shares,~~team wewill ~~would~~endeavor ~~seek~~to ~~shareholder~~evaluate ~~approval~~the ofrisks ~~such~~inherent in any particular business combination. ~~However~~target, ~~except~~we asmay ~~required~~not byadequately ~~applicable~~ascertain ~~law~~ or ~~stock~~assess ~~exchange~~all ~~rule,~~of the ~~decision~~significant asrisk tofactors. ~~whether~~We wealso ~~will~~cannot ~~seek~~assure ~~shareholder~~you ~~approval~~that ofan ainvestment ~~proposed~~in ~~business~~our ~~combination~~units or will ~~allow~~not ~~shareholders~~ultimately prove to ~~sell~~be ~~their~~less ~~shares~~favorable to usinvestors in aour ~~tender~~initial ~~offer~~public ~~will~~offering bethan ~~made~~a bydirect usinvestment, ~~solely~~if an opportunity were available, in a business combination target. In the event we elect to pursue an acquisition outside of the areas of our ~~discretion~~founders’ expertise, ~~and~~our ~~will~~founders’ expertise may not be ~~based~~directly onapplicable ato ~~variety~~its ofevaluation ~~factors~~or operation, ~~such~~and asthe information contained in the ~~timing~~prospectus ofregarding the ~~transaction~~areas ~~and~~of ~~whether~~our ~~the~~founders’ ~~terms~~expertise would not be relevant to an understanding of the ~~transaction~~business ~~would~~that ~~otherwise~~we ~~require~~elect usto acquire. As a result, our founding team may not be able to ~~seek~~adequately ~~shareholder~~ascertain ~~approval~~or assess all of the significant risk factors. Accordingly, weany ~~may~~holders ~~consummate~~who choose to retain their securities following our initial business combination ~~even~~could ifsuffer 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 ~~majority~~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 ~~outstanding~~proxy ~~ordinary~~solicitation ~~shares~~or dotender ~~not~~offer ~~approve~~materials, ofas applicable, relating to the business combination wecontained ~~consummate~~an actionable material misstatement or material omission.

IfAlthough we ~~seek~~have ~~shareholder~~identified ~~approval~~general ofcriteria that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination, ~~our~~with ~~initial~~a ~~shareholders,~~target ~~directors~~that does not meet such criteria, and ~~officers~~as ~~have~~a ~~agreed~~result, tothe ~~vote~~target inbusiness ~~favor~~with ofwhich ~~such~~we enter into our initial business combination, ~~regardless~~may ofnot ~~how~~have ~~our~~attributes ~~public~~entirely ~~shareholders~~consistent ~~vote~~with our general criteria.

~~Our~~Although ~~initial~~we ~~shareholders, directors and officers~~ have ~~agreed~~identified ~~(and~~general ~~their~~criteria ~~permitted~~for ~~transferees~~evaluating ~~will~~prospective ~~agree)~~target businesses, ~~pursuant~~it tois ~~the~~possible ~~terms~~that of a ~~letter~~target ~~agreement~~business ~~entered~~with ~~into~~which ~~with~~we ~~us,~~enter tointo ~~vote~~our ~~their~~initial ~~founder~~business ~~shares~~combination ~~and~~will ~~any~~not ~~public~~have ~~shares~~all ~~held~~of bythese ~~them~~positive inattributes. ~~favor~~If ofwe complete our initial business combination. Aswith a ~~result,~~target inthat ~~addition~~does tonot ~~our~~meet ~~initial~~some ~~shareholders’~~or ~~founder~~all ~~shares~~of these criteria, wesuch ~~would~~combination ~~need~~may ~~21,456,251,~~not orbe ~~35.2%,~~as ofsuccessful ~~the~~as ~~60,950,000~~a ~~public~~combination ~~shares~~with ~~sold~~a inbusiness ~~our~~that ~~initial~~does ~~public~~meet ~~offering~~all toof beour ~~voted~~general incriteria. ~~favor~~In ofaddition, anif ~~initial~~we announce a prospective business combination inwith ~~order~~a totarget ~~have~~that ~~such~~does ~~initial~~not ~~business~~meet ~~combination~~our ~~approved.~~general ~~Our~~criteria, ~~directors~~a ~~and~~greater ~~officers~~number ~~have~~of ~~also~~shareholders ~~entered~~may ~~into~~exercise ~~the~~their ~~letter~~redemption ~~agreement~~rights, ~~imposing~~which ~~similar~~may ~~obligations~~make onit ~~them~~difficult ~~with~~for ~~respect~~us to ~~public~~meet ~~shares~~any ~~acquired~~closing bycondition ~~them,~~with ifa ~~any.~~target Webusiness ~~expect~~ that ~~our~~requires ~~initial~~us ~~shareholders~~to ~~and~~have ~~their~~a ~~permitted~~minimum ~~transferees~~net ~~will~~worth ~~own~~or ata ~~least~~certain ~~20%~~amount of ~~our~~cash. ~~issued~~In ~~and~~addition, ~~outstanding~~if ~~ordinary~~shareholder ~~shares~~approval atof the ~~time~~transaction ofis ~~any~~required ~~such~~by ~~shareholder~~applicable ~~vote.~~law ~~Accordingly~~or stock exchange rule, ifor we ~~seek~~decide to obtain shareholder approval offor ~~our~~business ~~initial~~or ~~business~~other ~~combination~~reasons, it ismay be more ~~likely~~difficult ~~that~~for ~~the~~us ~~necessary~~to attain shareholder approval ~~will~~of beour ~~received~~initial ~~than~~business ~~would~~combination beif the ~~case~~target ifbusiness ~~such~~does ~~persons~~not ~~agreed~~meet toour ~~vote~~general ~~their~~criteria. ~~founder~~If ~~shares~~we indo ~~accordance~~not ~~with~~complete ~~the~~our ~~majority~~initial ofbusiness combination within the ~~votes~~required ~~cast~~time byperiod, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

26We 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 accounting firm or valuation firm or independent investment banking firm 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.

~~Your~~32 ~~only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.~~

AtTable the time of your 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. Contents

IfWe wemay ~~seek~~only ~~shareholder~~be ~~approval~~able ofto ~~our~~complete ~~initial~~one business combination, with the proceeds of our ~~sponsor~~initial public offering and ~~members~~the sale of ~~our~~the ~~founding~~private ~~team~~placement ~~have~~warrants, ~~agreed~~which will cause us to ~~vote~~be insolely ~~favor~~dependent ofon ~~such~~a ~~initial~~single business ~~combination,~~which ~~regardless~~may have a limited number of ~~how~~products or services. This lack of diversification may negatively impact our ~~public~~operations ~~shareholders~~and ~~vote~~profitability.

~~as-converted~~The net proceeds from our initial public offering and the sale of the private placement warrants will provide us with up to $590,167,500 that we may use to complete our initial business combination (after taking into account the $21,332,500 of deferred underwriting commissions being held in the trust account and the estimated expenses of our initial public offering).

~~The~~We ~~ability~~may ofeffectuate our ~~public~~initial ~~shareholders~~business tocombination ~~redeem~~with ~~their~~a ~~shares~~single ~~for~~target ~~cash~~business or multiple target businesses simultaneously or within a short period of time. However, we may ~~make~~not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition ~~unattractive~~of toseveral ~~potential~~target businesses as if they had been operated on a combined basis. By completing our initial business combination ~~targets~~with only a single entity, ~~which~~our ~~may~~lack ~~make~~of itdiversification ~~difficult~~may ~~for~~subject us to ~~enter~~numerous ~~into~~economic, acompetitive 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 ~~combination~~combinations ~~with~~in different industries or different areas of a ~~target~~single industry. Accordingly, the prospects for our success may be:

~~per-share~~• solely dependent upon the performance of a single business, property or asset; or

~~non-redeeming~~• dependent upon the development or market acceptance of a single or limited number of products, processes or services.

~~Furthermore,~~This inlack noof ~~event~~diversification ~~will~~may wesubject ~~redeem~~us ~~our public shares in an amount that would cause our net tangible assets~~ to benumerous ~~less than $5~~economic,~~000,001~~ ~~(so~~competitive ~~that~~and weregulatory ~~do not then become subject to the SEC’s “penny stock” rules). Consequently~~risks, ifany ~~accepting~~or all ~~properly~~of ~~submitted~~which ~~redemption~~may ~~requests~~have ~~would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy~~ a ~~closing~~substantial ~~condition~~adverse asimpact ~~described~~upon ~~above, we would not proceed with such redemption and~~ the ~~related~~particular ~~business~~industry ~~combination~~in ~~and~~which ~~may~~we ~~instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus,~~ may beoperate ~~reluctant~~subsequent to ~~enter~~our ~~into~~initial a business combination ~~transaction with us~~.

~~The~~We ~~ability~~may ofattempt ~~our~~to ~~public~~simultaneously ~~shareholders~~complete tobusiness ~~exercise~~combinations ~~redemption~~with ~~rights~~multiple ~~with~~prospective ~~respect~~targets, towhich amay ~~large~~hinder ~~number~~our ofability to complete our ~~shares~~initial ~~may~~business ~~not~~combination ~~allow~~and usgive rise to ~~complete~~increased ~~the~~costs ~~most~~and ~~desirable~~risks ~~business~~that ~~combination~~could ornegatively ~~optimize~~impact our ~~capital~~operations ~~structure~~and profitability.

AtIf ~~the~~we ~~time~~determine to simultaneously acquire several businesses that are owned by different sellers, we ~~enter~~will ~~into~~need anfor ~~agreement~~each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we ~~will~~could ~~not~~also ~~know~~face ~~how~~additional ~~many~~risks, ~~shareholders~~including ~~may~~additional ~~exercise~~burdens ~~their~~and ~~redemption~~costs ~~rights,~~with respect to possible multiple negotiations and ~~therefore~~due ~~will~~diligence ~~need~~(if tothere ~~structure~~are multiple sellers) and the ~~transaction~~additional ~~based~~risks onassociated ~~our~~with ~~expectations~~the assubsequent toassimilation of the ~~number~~operations and services or products of ~~shares~~the ~~that~~acquired ~~will~~companies bein ~~submitted~~a ~~for~~single ~~redemption~~operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

27We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

~~Table~~In 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 ~~Contents~~limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

~~per-share~~Because we 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.

The ~~ability~~federal ofproxy ~~our~~rules ~~public~~require ~~shareholders~~that toa ~~exercise~~proxy ~~redemption~~statement ~~rights~~ with respect to a ~~large~~vote ~~number~~on of our ~~shares~~proposed ~~could~~business ~~increase~~combination include historical and/or pro forma financial statement disclosure. We will include the ~~probability~~same ~~that~~financial statement disclosure in connection with our ~~initial~~tender ~~business~~offer ~~combination~~documents, ~~would~~whether or not they are required under the tender offer rules. These financial statements may be ~~unsuccessful~~required ~~and~~to ~~that~~be ~~you~~prepared ~~would~~in ~~have~~accordance with, or be reconciled to, ~~wait~~accounting ~~for~~principles ~~liquidation~~generally accepted in ~~order~~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 historical financial statements may be required to ~~redeem~~be ~~your~~audited ~~shares.~~in accordance with the standards of the Public

If33 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.

TheTable 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. Contents

~~Any~~Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target ~~business~~businesses ~~with~~we ~~which~~may weacquire ~~enter~~because ~~into~~some ~~negotiations~~targets ~~concerning~~may abe ~~business~~unable ~~combination~~to ~~will~~provide besuch ~~aware~~statements ~~that~~in wetime ~~must~~for ~~consummate~~us anto 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.

~~Consequently,~~We ~~such target business~~ may ~~obtain~~seek ~~leverage over us in negotiating a~~ business combination, ~~knowing~~opportunities ~~that~~with ifa wehigh dodegree ~~not~~of ~~complete~~complexity ~~our initial business combination within the required time period with~~ that ~~particular~~require ~~target~~significant ~~business,~~operational ~~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~~improvements, wewhich ~~may~~could ~~have~~delay ~~limited~~or ~~time~~prevent tous ~~conduct~~from ~~due~~achieving ~~diligence and may enter into~~ our ~~initial~~desired ~~business combination on terms that we would have rejected upon a more comprehensive investigation~~results.

~~(COVID-19)~~We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.

~~(COVID-19)~~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 founding 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~~Risks Relating to Our Securities

~~COVID-19~~In connection with the recent restatement of our financial statements, our management has concluded that our disclosure controls and procedures were not effective as of September 30, 2021 due to a material weakness in internal control over financial reporting solely related to our accounting for complex financial instruments. If we are unable to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and financial results.

~~COVID~~After consultation with our independent registered public accounting firm and our management team, our audit committee concluded that it was appropriate to restate our previously issued audited balance sheet as of July 1, 2021 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-19K filed with the SEC on July 8, 2021. As part of such process, we identified a material weakness in our internal control over financial reporting, solely related to our accounting for complex financial instruments.

~~COVID-19~~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 and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We expect to take steps to remediate the material weakness, but there is no assurance that any remediation efforts will ultimately have the intended effects.

~~COVID-19~~If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

~~COVID-19~~We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

~~COVID-19~~We are a recently incorporated company established under the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through our initial public offering. 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 initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

~~COVID-19~~34

OurTable search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by negative impacts on the global economy, capital markets or other geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities. Contents

~~United~~You ~~States~~will ~~and~~not ~~global~~have ~~markets~~any ~~are~~rights ~~experiencing~~or ~~volatility~~interests ~~and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia~~ in ~~February~~funds ~~2022.~~from ~~In response to such invasion,~~ the ~~North~~trust ~~Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe~~account, ~~and~~except ~~the~~under United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain ~~financial~~limited ~~institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system~~circumstances. ~~Certain countries~~Therefore, ~~including~~to ~~the~~liquidate ~~United~~your ~~States~~investment, ~~have~~you ~~also provided and~~ may ~~continue~~be toforced ~~provide military aid or other assistance~~ to ~~Ukraine~~sell ~~during~~your ~~the~~public ~~ongoing~~shares ~~military~~or ~~conflict~~warrants, ~~increasing~~potentially ~~geopolitical~~at tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a ~~lasting impact on regional and global economies~~loss. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

~~Any~~Our ofpublic ~~the~~shareholders ~~abovementioned~~will ~~factors,~~be orentitled ~~any~~to ~~other~~receive ~~negative~~funds ~~impact~~from onthe trust account only upon the ~~global~~earlier ~~economy~~to occur of: (i) our completion of an initial business combination, ~~capital~~and ~~markets~~then oronly ~~other~~in ~~geopolitical~~connection ~~conditions~~with ~~resulting~~those ~~from~~Class A ~~the~~ordinary ~~Russian~~shares ~~invasion~~that ofsuch ~~Ukraine~~shareholder ~~and~~properly ~~subsequent~~elected ~~sanctions~~to redeem, ~~could~~subject ~~adversely~~to ~~affect~~the ~~our~~limitations ~~search~~described ~~for~~herein, a(ii) the ~~business~~redemption ~~combination~~of ~~and~~ any ~~target~~public ~~business~~shares ~~with~~properly ~~which~~tendered wein ~~ultimately~~connection ~~consummate~~with a ~~business~~shareholder ~~combination.~~vote ~~The~~to ~~extent~~amend our amended and ~~duration~~restated memorandum and articles of association (A) to modify the ~~Russian~~substance ~~invasion~~or timing of ~~Ukraine,~~our ~~resulting~~obligation ~~sanctions~~to ~~and~~provide ~~any~~holders ~~related~~of ~~market~~our ~~disruptions~~Class A ~~are~~ordinary ~~impossible~~shares tothe ~~predict,~~right ~~but~~to ~~could~~have betheir ~~substantial,~~shares ~~particularly~~redeemed ifin ~~current~~connection orwith ~~new~~our ~~sanctions~~initial ~~continue~~business ~~for~~combination anor ~~extended~~to ~~period~~redeem 100% of ~~time~~our orpublic shares if ~~geopolitical~~we ~~tensions~~do ~~result~~not incomplete ~~expanded~~our ~~military~~initial ~~operations~~business oncombination awithin ~~global~~24 ~~scale.~~months ~~Any~~from ~~such~~the ~~disruptions~~closing ~~may~~of ~~also~~our ~~have~~initial ~~the~~public ~~effect~~offering, ofor ~~heightening~~(B) with ~~many~~respect ofto ~~the~~any other ~~risks~~provision ~~described~~relating into ~~this~~the ~~“Risk~~rights ~~Factors”~~of ~~section,~~holders ~~such~~of asour ~~those~~Class A ~~related~~ordinary toshares or pre-initial business combination activity, and (iii) the ~~market~~redemption ~~for~~of our ~~securities,~~public ~~cross-border~~shares ~~transactions~~if orwe have not consummated an initial business within 24 months from the closing of our ~~ability~~initial topublic ~~raise~~offering. ~~equity~~Public orshareholders ~~debt~~who ~~financing~~redeem their Class A ordinary shares in connection with ~~any~~a ~~particular~~shareholder ~~business~~vote ~~combination.~~described Ifin ~~these~~clause ~~disruptions~~(ii) in orthe ~~other~~preceding ~~matters~~sentence shall not be entitled to funds from the trust account upon the subsequent completion of ~~global~~an ~~concern~~initial ~~continue~~business ~~for~~combination or liquidation if we have not consummated an ~~extensive~~initial ~~period~~business combination within 24 months from the closing of ~~time~~our initial public offering, ~~our~~with ~~ability~~respect to ~~consummate~~such Class A ordinary shares so redeemed. In no other circumstances will a ~~business~~shareholder ~~combination,~~have any right or interest of any kind to or in the ~~operations~~trust account. Holders of awarrants ~~target~~will ~~business~~not have any right to the proceeds held in the trust account with ~~which~~respect weto ~~ultimately~~the ~~consummate~~warrants. aAccordingly, ~~business~~to ~~combination~~liquidate your investment, you may be ~~materially~~forced ~~adversely~~to ~~affected~~sell your public shares or warrants, potentially at a loss.

28NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

~~Table~~Our Class A ordinary shares and warrants are listed on the NYSE. Although we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in NYSE’s listing standards, our securities may not be, or may not continue to be, listed on NYSE in the future or prior to the completion of ~~Contents~~our initial business combination. In order to continue listing our securities on NYSE 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 $1,100,000) and a minimum number of holders of our securities (generally 400 public holders). Additionally, our units will not be traded after completion of our initial business combination and, in connection with our initial business combination, we will be required to demonstrate compliance with NYSE’s initial listing requirements, which are more rigorous than NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities on NYSE. 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 400 round-lot holders. We may not be able to meet those initial listing requirements at that time.

AsIf ~~the~~NYSE ~~number~~delists ofour ~~special~~securities ~~purpose~~from ~~acquisition~~trading ~~companies~~on ~~evaluating~~its ~~targets~~exchange ~~increases, attractive targets may become scarcer~~ and ~~there~~we ~~may~~are benot ~~more~~able ~~competition~~to ~~for~~list ~~attractive~~our ~~targets.~~securities ~~This~~on ~~could~~another ~~increase~~national ~~the~~securities ~~cost~~exchange, ofwe expect our ~~initial~~securities ~~business~~could ~~combination~~be ~~and~~quoted ~~could~~on ~~even~~an ~~result~~over-the-counter inmarket. ~~our~~If ~~inability~~this were to ~~find~~occur, awe ~~target~~could orface tosignificant ~~consummate~~material anadverse ~~initial~~consequences, ~~business~~including: ~~combination.~~

In• ~~recent~~a ~~years,~~limited ~~the~~availability ~~number~~ of ~~special~~market ~~purpose~~quotations ~~acquisition companies that have been formed has increased substantially. Many potential targets~~ for ~~special~~our ~~purpose~~securities; ~~acquisition~~reduced ~~companies~~liquidity ~~have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets~~ for ~~their~~our 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. securities;

In• ~~addition,~~a ~~because~~determination ~~there~~that ~~are~~our ~~more~~Class ~~special~~A ~~purpose~~ordinary ~~acquisition~~shares ~~companies~~are ~~seeking~~a to“penny ~~enter~~stock” ~~into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase,~~ which ~~could~~will ~~cause~~require ~~target~~brokers ~~companies~~trading to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions (including the recent invasion of Ukraine by Russia in ~~February~~our ~~2022),~~Class ~~inflation~~A orordinary ~~other~~shares ~~changes in general economic conditions, or increases in the cost of additional capital needed~~ to ~~close~~adhere ~~business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability~~ to ~~find~~more ~~and~~stringent ~~consummate~~rules ~~an initial business combination,~~ and ~~may~~possibly result in ~~our~~a ~~inability~~reduced tolevel ~~consummate~~of antrading ~~initial~~activity ~~business~~in ~~combination~~the onsecondary ~~terms~~trading ~~favorable~~market tofor our ~~investors altogether.~~ securities;

We• ~~may~~a ~~not~~limited beamount ~~able to consummate an initial business combination within 24 months after the closing~~ of ~~our~~news ~~initial public offering, in which case we would cease all operations except for the purpose of winding up~~ and weanalyst ~~would~~coverage; ~~redeem our public shares~~ and ~~liquidate.~~

~~COVID-19~~• a decreased ability to issue additional securities or obtain additional financing in the future.

~~COVID-19~~The National Securities 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 as “covered securities.” Because our Class A ordinary shares and warrants are listed on NYSE, our Class A ordinary shares and warrants will 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 of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on NYSE, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

~~per-share~~35

per-shareTable of Contents

29You will not be entitled to protections normally afforded to investors of many other blank check companies.

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

If awe seek shareholder ~~fails~~approval ~~to receive notice~~ of our ~~offer~~initial tobusiness ~~redeem~~combination ~~our~~and ~~public~~we ~~shares~~do innot ~~connection~~conduct ~~with~~redemptions ~~our~~pursuant ~~initial~~to ~~business~~the ~~combination~~tender offer rules, and if you or ~~fails~~a “group” of shareholders are deemed to ~~comply~~hold ~~with~~in ~~the~~excess ~~procedures~~of ~~for~~15% ~~tendering~~of ~~its~~our Class A ordinary shares, you will lose the ability to redeem all such shares ~~may~~in ~~not~~excess beof ~~redeemed~~15% of our Class A ordinary shares.

WeIf ~~will~~we ~~comply~~seek ~~with~~shareholder ~~the~~approval ~~proxy~~of ~~rules~~our orinitial ~~tender~~business ~~offer~~combination ~~rules,~~and aswe ~~applicable,~~do ~~when~~not ~~conducting~~conduct redemptions in connection with our initial business combination. ~~Despite~~pursuant ~~our~~to ~~compliance~~the ~~with~~tender ~~these~~offer rules, ifour amended and restated memorandum and articles of association provides that a public shareholder, ~~fails~~together towith ~~receive~~any ~~our~~affiliate ~~proxy~~of ~~solicitation~~such shareholder or ~~tender~~any ~~offer~~other ~~materials,~~person aswith ~~applicable,~~whom such shareholder ~~may~~is ~~not~~acting ~~become~~in ~~aware~~concert or as a “group” (as defined under Section 13 of the ~~opportunity~~Exchange Act), will be restricted from seeking redemption rights with respect to ~~redeem~~more ~~its~~than ~~shares.~~an Inaggregate ~~addition,~~of 15% of the ~~proxy~~shares ~~solicitation~~sold orin ~~tender~~our ~~offer~~initial ~~materials~~public offering, which we refer to as ~~applicable~~the “Excess Shares,” ~~that~~without our prior consent. However, we ~~will~~would ~~furnish~~not be restricting our shareholders’ ability to ~~holders~~vote all of ~~our~~their ~~public~~ shares in(including ~~connection~~Excess ~~with~~Shares) for or against our initial business combination. ~~will~~Your ~~describe~~inability to redeem the ~~various~~Excess ~~procedures~~Shares ~~that~~will ~~must~~reduce beyour ~~complied~~influence ~~with~~over inour ~~order~~ability to ~~validly~~complete ~~redeem~~our orinitial ~~tender~~business ~~public~~combination ~~shares~~and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. InAdditionally, you will not receive redemption distributions with respect to the ~~event~~Excess ~~that~~Shares if we complete our initial business combination. And as a ~~shareholder~~result, ~~fails~~you will continue to ~~comply~~hold ~~with~~that ~~these~~number ~~procedures~~of shares exceeding 15% and, ~~its~~in ~~shares~~order ~~may~~to ~~not~~dispose of such shares, would be ~~redeemed~~required to sell your shares in open market transactions, potentially at a loss.

IfBecause weof doour ~~not~~limited ~~consummate~~resources anand ~~initial~~the significant competition for business combination ~~within~~opportunities, 24it ~~months~~may ~~from~~be ~~the~~more ~~closing~~difficult offor us to complete our initial ~~public~~business ~~offering~~combination. If we do not complete our initial business combination within the required time period, our public shareholders may bereceive ~~forced~~only toapproximately ~~wait~~$10.00 ~~beyond~~per ~~such~~public 24share, ~~months~~or ~~before~~less ~~redemption~~in ~~from~~certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

IfWe weexpect doto ~~not~~encounter ~~consummate~~intense ancompetition ~~initial business combination within 24 months~~ from ~~the~~other ~~closing~~entities ofhaving ~~our~~a ~~initial~~business ~~public~~objective ~~offering,~~similar ~~the~~to ~~proceeds then on deposit in the trust account~~ours, including ~~interest~~private ~~earned~~investors on(which ~~the~~may ~~funds~~be ~~held~~individuals inor ~~the~~investment ~~trust~~partnerships), ~~account~~other ~~and~~blank ~~not~~check ~~previously~~companies ~~released~~and toother usentities, todomestic ~~pay~~and ~~our income taxes~~international, ifcompeting ~~any~~for ~~(less~~the uptypes ~~to $100,000~~ of ~~interest~~businesses towe ~~pay~~intend ~~dissolution expenses), will be used~~ to ~~fund~~acquire. ~~the~~Many ~~redemption~~ of ~~our~~these ~~public~~individuals ~~shares,~~and asentities ~~further~~are ~~described~~well-established ~~herein.~~and ~~Any~~have ~~redemption~~extensive ofexperience ~~public~~in ~~shareholders~~identifying ~~from~~and ~~the~~effecting, ~~trust~~directly ~~account~~or ~~will~~indirectly, beacquisitions ~~effected automatically by function~~ of ~~our~~companies ~~amended~~operating ~~and~~in ~~restated~~or ~~memorandum~~providing ~~and~~services ~~articles of association prior~~ to ~~any~~various ~~voluntary winding up~~industries. IfMany weof ~~are~~these ~~required~~competitors topossess ~~wind~~greater uptechnical, ~~liquidate~~human ~~the trust account~~ and ~~distribute~~other ~~such~~resources ~~amount~~or ~~therein,~~more ~~pro~~local ~~rata,~~industry toknowledge ~~our~~than ~~public~~we ~~shareholders,~~do asand ~~part~~our offinancial ~~any~~resources ~~liquidation~~will ~~process,~~be ~~such~~relatively ~~winding~~limited ~~up,~~when ~~liquidation~~contrasted ~~and distribution must comply~~ with ~~the~~those ~~applicable~~of ~~provisions~~many of ~~the~~these ~~Companies Act~~competitors. InWhile ~~that~~we ~~case,~~believe ~~investors~~there ~~may~~are benumerous ~~forced~~target tobusinesses ~~wait~~we ~~beyond~~could 24potentially ~~months~~acquire ~~from~~with the ~~closing~~net proceeds of our initial public offering, ~~before~~and the ~~redemption~~sale ~~proceeds~~ of ~~our~~the ~~trust~~private ~~account~~placement ~~become~~warrants, ~~available~~our ability to ~~them,~~compete ~~and~~with ~~they~~respect ~~receive~~to the ~~return~~acquisition of ~~their~~certain ~~pro~~target ~~rata~~businesses ~~portion~~that ofare ~~the~~sizable ~~proceeds~~will ~~from~~be limited by our ~~trust~~available ~~account~~financial resources. WeThis ~~have~~inherent nocompetitive ~~obligation~~limitation togives ~~return~~others ~~funds~~an toadvantage ~~investors~~in ~~prior~~pursuing to the ~~date~~acquisition of ~~our~~certain ~~redemption~~target orbusinesses. ~~liquidation unless~~Furthermore, ~~prior thereto,~~ we ~~consummate~~are ~~our~~obligated ~~initial~~to ~~business~~offer ~~combination~~holders ~~or amend certain provisions~~ of our ~~amended~~public ~~and~~shares ~~restated~~the ~~memorandum~~right ~~and articles of association, and only then in cases where investors have sought~~ to redeem their ~~Class A ordinary~~ shares. ~~Only~~for ~~upon~~cash ~~our~~at ~~redemption~~the ortime ~~any~~of ~~liquidation will public shareholders be entitled to distributions if we do not complete~~ our initial business combination ~~and~~in doconjunction ~~not~~with ~~amend~~a ~~certain~~shareholder ~~provisions~~vote ofor ~~our~~via ~~amended~~a ~~and~~tender ~~restated memorandum and articles of association~~offer. ~~Our~~Target ~~amended~~companies ~~and~~will ~~restated~~be ~~memorandum~~aware ~~and articles of association provides~~ that, ifthis wemay ~~wind~~reduce upthe ~~for~~resources ~~any~~available ~~other reason prior~~ to ~~the~~us ~~consummation~~for 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. Any

~~Because~~36 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 will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected or approached 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 units 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

30of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.

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

WeThe funds available to us outside of the trust account may ~~seek~~not ~~acquisition~~be ~~opportunities~~sufficient ~~with~~to anallow ~~early~~us ~~stage~~to ~~company~~operate for at least the 24 months following the closing of our initial public offering, aassuming ~~financially~~that ~~unstable~~our initial business orcombination anis ~~entity~~not ~~lacking~~completed anduring ~~established~~that ~~record~~time. We expect to incur significant costs in pursuit of ~~revenue~~our oracquisition ~~earnings~~plans. Management’s plans to address this need for capital through our initial public offering and potential loans from certain of our affiliates are discussed in the section of the prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” However, our affiliates are not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

ToOf the ~~extent~~net weproceeds ~~complete~~of our initial ~~business~~public ~~combination~~offering and the sale of the private placement warrants, only $2,000,000 will be available to us initially outside the trust account to fund our working capital requirements. We believe that, upon the closing of our initial public offering, the funds available to us outside of the trust account, together with anfunds ~~early~~available ~~stage~~from ~~company~~loans from our sponsor, amembers ~~financially~~of ~~unstable~~our ~~business~~founding team or anany ~~entity~~of ~~lacking~~their anaffiliates ~~established~~will ~~record~~be sufficient to allow us to operate for at least the 24 months following the closing of ~~sales~~our orinitial ~~earnings~~public offering; however, weour estimate may not be ~~affected~~accurate, byand ~~numerous~~our ~~risks~~sponsor, ~~inherent~~members of our founding team or any of their affiliates are under no obligation to advance funds to us in such circumstances. Of the ~~operations~~funds available to us, we expect to use a portion of the ~~business~~funds ~~with~~available ~~which~~to weus ~~combine.~~to ~~These~~pay ~~risks~~fees ~~include~~to ~~investing~~consultants into aassist ~~business~~us ~~without~~with our search for a ~~proven~~target business. ~~model~~We ~~and~~could ~~with~~also ~~limited~~use ~~historical~~a ~~financial~~portion ~~data,~~of ~~volatile~~the ~~revenues~~funds as a down payment or ~~earnings,~~to ~~intense~~fund ~~competition~~a ~~and~~“no-shop” ~~difficulties~~provision (a provision in ~~obtaining~~letters ~~and~~of ~~retaining~~intent ~~key~~designed ~~personnel.~~to ~~Although~~keep ~~our~~target ~~directors~~businesses ~~and~~from ~~officers~~“shopping” ~~will~~around ~~endeavor~~for transactions with other companies or investors on terms more favorable to ~~evaluate~~such ~~the~~target ~~risks~~businesses) ~~inherent~~with inrespect to a particular ~~target~~proposed business combination, although we ~~may~~do not behave ~~able~~any current intention to ~~properly~~do ~~ascertain~~so. orIf ~~assess~~we ~~all~~entered ofinto ~~the~~a ~~significant~~letter ~~risk~~of ~~factors~~intent ~~and~~where we ~~may~~paid ~~not~~for ~~have~~the ~~adequate~~right ~~time~~ to ~~complete~~receive ~~due~~exclusivity ~~diligence.~~from ~~Furthermore,~~a ~~some~~target ofbusiness ~~these~~and ~~risks~~were ~~may~~subsequently berequired ~~outside~~to forfeit such funds (whether as a result of our ~~control~~breach ~~and~~or ~~leave~~otherwise), uswe ~~with~~might nonot ~~ability~~have tosufficient ~~control~~funds orto ~~reduce~~continue ~~the~~searching ~~chances~~for, ~~that~~or ~~those~~conduct ~~risks~~due ~~will~~diligence ~~adversely~~with ~~impact~~respect to, a target business.

WeIn ~~may~~the ~~seek~~event ~~acquisition~~that ~~opportunities~~our inoffering ~~industries~~expenses orand ~~sectors~~other ~~which~~operating ~~may~~expenses orexceed our estimate of $2,000,000, we may fund such excess with funds not to be ~~outside~~held in the trust account. In such case, unless funded by the proceeds of loans available from our ~~founders’~~sponsor, ~~area~~members of ~~expertise~~our founding team or any of their affiliates, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount.

WeConversely, will consider a business combination outside of our founders’ 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 founding team will endeavor to evaluate the risks inherent in ~~any particular business combination target, we may not adequately ascertain or assess all of~~ the ~~significant~~event ~~risk factors. We also cannot assure you~~ that anthe ~~investment~~offering inexpenses ~~our~~and ~~units~~other ~~will~~operating ~~not~~expenses ~~ultimately~~are ~~prove to be~~ less ~~favorable~~than ~~to investors in~~ our ~~initial~~estimate ~~public~~of ~~offering than a direct investment~~$2, ~~if an opportunity were available~~000,000, inthe aamount ~~business~~of ~~combination~~funds ~~target. In the event~~ we ~~elect~~intend to ~~pursue~~be anheld ~~acquisition~~ outside of the ~~areas~~trust ofaccount ~~our~~would ~~founders’~~increase ~~expertise,~~by ~~our~~a ~~founders’~~corresponding ~~expertise~~amount. ~~may~~The ~~not~~amount beheld ~~directly applicable to its evaluation or operation, and the information contained~~ in the ~~prospectus~~trust ~~regarding~~account ~~the~~will ~~areas of our founders’ expertise would~~ not be ~~relevant~~impacted toas ana ~~understanding~~result of ~~the~~such ~~business~~increase ~~that~~or ~~we elect to acquire~~decrease. AsIf awe ~~result,~~are ~~our~~required ~~founding team may not be able~~ to ~~adequately~~seek ~~ascertain~~additional ~~or assess all of the significant risk factors. Accordingly~~capital, ~~any~~we ~~holders~~would ~~who~~need ~~choose~~ to ~~retain~~borrow ~~their~~funds ~~securities~~from ~~following~~ our ~~initial~~sponsor, ~~business~~members ~~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~~founding team or ~~directors~~any of atheir ~~duty~~affiliates ~~of care~~ or other ~~fiduciary~~third ~~duty~~parties ~~owed~~ to ~~them,~~operate or ifmay ~~they~~be ~~are~~forced ~~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 omissionliquidate.

~~Although~~Neither weour ~~have~~sponsor, ~~identified~~members ~~general~~of ~~criteria~~our ~~that~~founding weteam ~~believe~~nor ~~are~~any ~~important~~of their affiliates is under any obligation to advance funds to us in ~~evaluating~~such ~~prospective~~circumstances. ~~target~~Any ~~businesses~~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 weof such loans may ~~enter~~be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, ~~with~~we ado ~~target~~not ~~that~~expect ~~does~~to seek loans from parties other than our sponsor, members of our founding team or any of their affiliates as we do not ~~meet~~believe third parties will be willing to loan such ~~criteria,~~funds and asprovide a ~~result,~~waiver ~~the~~against ~~target~~any ~~business~~and ~~with~~all ~~which~~rights to seek access to funds in our trust account. If we ~~enter~~do ~~into~~not complete our initial business combination ~~may~~within the required time period because we do not have ~~attributes~~sufficient ~~entirely~~funds ~~consistent~~available ~~with~~to us, we will be forced to cease operations and liquidate the trust account. Consequently, our ~~general~~public ~~criteria~~shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.

~~Although~~37 we have identified 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 target that does not meet some or all of these criteria, such combination may not be 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 target that does not meet our general criteria, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange rule, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria. 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 and our warrants will expire worthless.

WeTable 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. Contents

~~Unless~~Subsequent weto ~~complete~~our completion of our initial business combination ~~with an affiliated entity~~, we ~~are~~may ~~not~~be required to ~~obtain~~take anwrite-downs ~~opinion~~or ~~from~~write-offs, anrestructuring ~~independent~~and ~~accounting~~impairment ~~firm~~ or ~~valuation~~other ~~firm~~charges ~~or independent investment banking firm~~ that ~~the~~could ~~price~~have wea ~~are~~significant ~~paying~~negative iseffect ~~fair~~on to our ~~shareholders from a~~ financial ~~point of view. If no opinion is obtained~~condition, ~~our~~results ~~shareholders~~of ~~will~~operations beand ~~relying on~~ the ~~judgment~~share price of our ~~board of directors~~securities, ~~who~~which ~~will~~could ~~determine~~cause ~~fair~~you ~~market~~to ~~value~~lose ~~based~~some ~~on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation~~ or ~~tender~~all ~~offer~~of ~~materials,~~your ~~as applicable, related to our initial business combination~~investment.

31Even 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.

~~Table~~Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of ~~Contents~~their securities.

WeSuch ~~may~~holders ~~only~~are beunlikely to have a remedy for such reduction in value unless they are able to ~~complete~~successfully ~~one~~claim ~~business~~that ~~combination~~the ~~with~~reduction was due to the ~~proceeds~~breach ofby our ~~initial~~officers ~~public~~or ~~offering~~directors ~~and~~of ~~the~~a ~~sale~~duty of ~~the~~care ~~private~~or ~~placement~~other ~~warrants~~fiduciary duty owed to them, ~~which~~or ~~will~~if ~~cause~~they usare able to besuccessfully ~~solely~~bring ~~dependent~~a onprivate aclaim ~~single~~under ~~business~~securities ~~which~~laws ~~may~~that ~~have~~the aproxy ~~limited~~solicitation ~~number~~or oftender ~~products~~offer ormaterials, ~~services.~~as ~~This~~applicable, ~~lack~~relating ofto ~~diversification~~the ~~may~~business ~~negatively~~combination ~~impact~~contained ~~our~~an ~~operations~~actionable ~~and~~material ~~profitability~~misstatement or material omission.

~~The~~If ~~net~~third ~~proceeds~~parties ~~from~~bring ~~our~~claims ~~initial~~against ~~public offering and the sale of the private placement warrants will provide~~ us ~~with up to $590~~,~~167,500~~ ~~that~~the weproceeds ~~may~~held ~~use~~in tothe ~~complete~~trust ~~our~~account ~~initial~~could ~~business~~be ~~combination~~reduced ~~(after~~and ~~taking into account~~ the ~~$21,332,500~~per-share ofredemption ~~deferred~~amount ~~underwriting~~received ~~commissions~~by ~~being~~shareholders ~~held~~may inbe ~~the~~less ~~trust~~than ~~account~~$10.00 ~~and~~per ~~the estimated expenses of our initial~~ public ~~offering)~~share.

WeOur ~~may~~placing ~~effectuate~~of ~~our~~funds ~~initial~~in ~~business~~the ~~combination~~trust ~~with~~account amay ~~single~~not ~~target~~protect ~~business~~those orfunds ~~multiple~~from ~~target~~third ~~businesses~~party ~~simultaneously~~claims oragainst ~~within~~us. aAlthough ~~short~~we ~~period~~will ofseek ~~time.~~to ~~However~~have all vendors, weservice ~~may~~providers ~~not~~(excluding beour ~~able~~independent toregistered ~~effectuate~~public ~~our~~accounting ~~initial~~firm), ~~business~~prospective ~~combination~~target ~~with~~businesses ~~more~~and ~~than~~other ~~one~~entities ~~target~~with which we do business ~~because~~execute ofagreements ~~various~~with ~~factors,~~us ~~including~~waiving ~~the~~any ~~existence~~right, oftitle, ~~complex~~interest ~~accounting~~or ~~issues~~claim ~~and~~of ~~the~~any ~~requirement~~kind ~~that~~in weor ~~prepare~~to ~~and~~any ~~file~~monies ~~pro~~held ~~forma~~in ~~financial~~the ~~statements~~trust ~~with~~account for the ~~SEC~~benefit ~~that~~of ~~present~~our ~~operating~~public ~~results~~shareholders, ~~and~~such ~~the~~parties ~~financial~~may ~~condition~~not ofexecute ~~several~~such ~~target~~agreements, ~~businesses~~or aseven if they ~~had~~execute ~~been~~such ~~operated~~agreements, onthey amay ~~combined~~not ~~basis.~~be Byprevented ~~completing~~from ~~our~~bringing ~~initial~~claims ~~business~~against ~~combination~~the ~~with~~trust ~~only~~account, aincluding, ~~single~~but ~~entity~~not limited to, ~~our~~fraudulent ~~lack~~inducement, breach of ~~diversification~~fiduciary ~~may~~responsibility ~~subject~~or usother tosimilar ~~numerous economic~~claims, ~~competitive~~as ~~and~~well ~~regulatory~~as ~~developments.~~claims ~~Further~~challenging the enforceability of the waiver, wein ~~would~~each ~~not~~case bein ~~able~~order to ~~diversify~~gain advantage with respect to a claim against our ~~operations~~assets, orincluding ~~benefit~~the ~~from~~funds held in the ~~possible~~trust ~~spreading~~account. ofIf ~~risks~~any orthird ~~offsetting~~party ofrefuses ~~losses,~~to ~~unlike~~execute ~~other~~an ~~entities~~agreement ~~which~~waiving ~~may~~such ~~have~~claims to the ~~resources~~monies toheld ~~complete~~in ~~several~~the ~~business~~trust ~~combinations~~account, inour ~~different~~founders ~~industries~~will orperform ~~different~~an ~~areas~~analysis of the alternatives available to it and will only enter into an agreement with a ~~single~~third ~~industry.~~party ~~Accordingly,~~that ~~the~~has ~~prospects~~not ~~for~~executed a waiver if our ~~success~~founding ~~may~~team believes that such third party’s engagement would be: significantly more beneficial to us than any alternative.

•Examples ~~solely~~of ~~dependent~~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 our founding team to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where our founding team 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 ~~performance~~exercise of a ~~single~~redemption right in connection with our initial business combination, ~~property~~we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement of which the prospectus forms a part, 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 ~~asset;~~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

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

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

Weshare ~~may~~and ~~attempt~~(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 ~~simultaneously~~reductions ~~complete~~in ~~business~~the ~~combinations~~value ~~with~~of ~~multiple~~the ~~prospective~~trust ~~targets~~assets, ~~which~~in each case net of the interest that may ~~hinder~~be withdrawn to pay our ~~ability~~tax obligations, provided that such liability will not apply to ~~complete~~any ~~our~~claims ~~initial~~by a third party or prospective target business ~~combination~~who executed a waiver of any and ~~give~~all ~~rise~~rights to ~~increased~~seek ~~costs~~access ~~and~~to ~~risks~~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 ~~could~~an ~~negatively~~executed ~~impact~~waiver is deemed to be unenforceable against a third party, our ~~operations~~sponsor ~~and~~will ~~profitability~~not be responsible to the extent of any liability for such third party claims.

IfHowever, we ~~determine~~have tonot ~~simultaneously~~asked ~~acquire~~our ~~several~~sponsor ~~businesses~~to ~~that~~reserve ~~are~~for ~~owned~~such byindemnification ~~different sellers~~obligations, wenor ~~will~~have ~~need~~we ~~for~~independently ~~each~~verified ofwhether ~~such~~our ~~sellers~~sponsor tohas ~~agree~~sufficient ~~that~~funds ~~our~~to ~~purchase~~satisfy of its ~~business~~indemnity isobligations ~~contingent~~and onwe ~~the~~believe ~~simultaneous~~that ~~closings~~our ofsponsor’s ~~the~~only ~~other~~assets ~~business~~are ~~combinations,~~securities ~~which~~of ~~may make it more difficult for us, and delay~~ our ~~ability, to complete our initial business combination~~company. ~~With~~Our ~~multiple~~sponsor ~~business~~may ~~combinations,~~not webe ~~could~~able ~~also face additional risks, including additional burdens and costs with respect~~ to ~~possible~~satisfy ~~multiple~~those ~~negotiations~~obligations. ~~and~~None ~~due diligence (if there are multiple sellers) and the additional risks associated with the subsequent assimilation~~ of ~~the~~our ~~operations~~officers ~~and services~~ or ~~products~~directors ofwill ~~the~~indemnify ~~acquired~~us ~~companies~~for inclaims aby ~~single~~third ~~operating~~parties ~~business.~~including, Ifwithout ~~we are unable to adequately address these risks~~limitation, itclaims ~~could~~by ~~negatively~~vendors ~~impact our profitability~~ and ~~results~~prospective oftarget ~~operations~~businesses.

We may ~~attempt~~not tohold ~~complete~~an ~~our~~annual ~~initial~~general ~~business~~meeting ~~combination~~until ~~with~~after athe ~~private~~consummation ~~company~~of ~~about~~our ~~which~~initial ~~little information is available, which may result in a~~ business combination ~~with a company that is not as profitable as we suspected, if at all~~.

In ~~pursuing~~accordance with NYSE corporate governance requirements and our ~~acquisition~~amended ~~strategy~~and restated memorandum and articles of association, we ~~may~~are ~~seek~~not required to ~~effectuate~~hold an annual general meeting until no later than one year after our ~~initial~~first ~~business~~fiscal ~~combination~~year ~~with~~end afollowing ~~privately~~our ~~held~~listing ~~company~~on NYSE. ~~Very~~As ~~little~~an ~~public~~exempted ~~information~~company, ~~generally~~there ~~exists~~is ~~about~~no ~~private~~requirement ~~companies,~~under ~~and~~the weCompanies ~~could~~Act befor ~~required~~us to ~~make~~hold ~~our~~annual ~~decision~~or onextraordinary ~~whether~~general meetings to ~~pursue~~appoint adirectors. ~~potential~~Until ~~initial~~we ~~business~~hold ~~combination~~an onannual general meeting, public shareholders may not be afforded the ~~basis~~opportunity to appoint directors and to discuss company affairs with our founding team. Our board of ~~limited~~directors ~~information,~~is ~~which~~divided ~~may~~into ~~result~~three classes with only one class of directors being appointed in aeach ~~business~~year ~~combination~~and ~~with~~each aclass ~~company~~(except ~~that~~for isthose ~~not~~directors asappointed ~~profitable~~prior asto weour ~~suspected,~~first ifannual atgeneral ~~all~~meeting) serving a three-year term.

~~Because~~Holders weof ~~must~~Class A ~~furnish~~ordinary ~~our~~shares ~~shareholders~~will ~~with~~not ~~target~~be ~~business~~entitled ~~financial~~to ~~statements,~~vote weon ~~may~~any ~~lose~~appointment ~~the~~of ~~ability~~directors we hold prior to ~~complete~~the ancompletion ~~otherwise~~of ~~advantageous~~our initial business combination ~~with some prospective target businesses~~.

~~The~~Prior ~~federal proxy rules require that a proxy statement with respect~~ to athe ~~vote~~completion onof our ~~proposed~~initial business combination, ~~include~~only ~~historical~~holders ~~and/or~~of ~~pro~~our ~~forma~~founder ~~financial~~shares ~~statement disclosure. We~~ will ~~include~~have the ~~same~~right ~~financial~~to ~~statement~~vote ~~disclosure~~on inthe ~~connection~~appointment ~~with~~of ~~our~~directors. ~~tender~~Holders ~~offer~~of ~~documents,~~our ~~whether~~public orshares will not ~~they~~be ~~are~~entitled ~~required~~to ~~under~~vote on the ~~tender~~appointment ~~offer~~of ~~rules.~~directors ~~These~~during ~~financial~~such ~~statements~~time. ~~may~~In beaddition, ~~required~~prior to bethe ~~prepared~~completion inof ~~accordance~~an ~~with,~~initial orbusiness ~~be reconciled to~~combination, ~~accounting~~holders ~~principles~~of ~~generally~~a ~~accepted~~majority ~~in the United States~~ of ~~America,~~our orfounder ~~GAAP,~~shares ormay ~~international~~remove ~~financial~~a ~~reporting~~member ~~standards~~of asthe ~~issued~~board byof ~~the~~directors ~~International~~for ~~Accounting~~any ~~Standards~~reason. ~~Board~~Accordingly, oryou ~~IFRS,~~may ~~depending~~not onhave ~~the~~any ~~circumstances~~say ~~and~~in the ~~historical~~management ~~financial~~of ~~statements~~our ~~may~~company beprior ~~required~~ to ~~be audited in accordance with~~ the ~~standards~~consummation of ~~the~~an ~~Public~~initial business combination.

32Since only holders of our founder shares will have the right to vote on the appointment of directors, the NYSE may consider us to be a ‘controlled company’ within the meaning of the NYSE rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.

~~Table~~Prior to our initial business combination only holders of ~~Contents~~our founder shares will have the right to vote on the appointment of directors. As a result, the NYSE may consider us to be a ‘controlled company’ within the meaning of the NYSE corporate governance standards. Under the NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a ‘controlled company’ and may elect not to comply with certain corporate governance requirements, including the requirements that:

~~Company~~• ~~Accounting~~we ~~Oversight~~have ~~Board~~a ~~(United~~board ~~States),~~that orincludes ~~PCAOB.~~a ~~These~~majority ~~financial statement requirements may limit the pool~~ of ~~potential~~‘independent ~~target~~directors,’ ~~businesses~~as wedefined ~~may~~under ~~acquire~~the ~~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~~of ~~complete our initial business combination within 24 months from~~ the ~~closing of our initial public offering.~~ NYSE;

We• ~~may~~we ~~seek~~have ~~business combination opportunities with~~ a ~~high~~compensation ~~degree~~committee of ~~complexity~~our board that ~~require~~is ~~significant~~comprised ~~operational~~entirely ~~improvements,~~of ~~which~~independent ~~could~~directors ~~delay~~with ora ~~prevent~~written ~~us from achieving our desired results.~~ charter

We• ~~may~~addressing ~~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~~committee’s ~~that~~purpose ~~our~~and ~~efforts~~responsibilities; ~~are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.~~ and

To• ~~the extent~~ we ~~complete~~have ~~our initial business combination with~~ a ~~large~~nominating 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 founding team will endeavor to evaluate the risks inherent in a particular target business and ~~its~~corporate ~~operations,~~governance wecommittee ~~may not be able to properly ascertain or assess all~~ of ~~the significant risk factors until we complete~~ our ~~business~~board ~~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 weis ~~anticipate.~~comprised ~~Furthermore,~~entirely ~~some~~ of ~~these~~independent ~~risks~~directors ~~and complexities may be outside of our control and leave us~~ with noa ~~ability~~written tocharter ~~control~~addressing ~~or reduce~~ the ~~chances~~committee’s ~~that~~purpose ~~those risks~~ and ~~complexities will adversely impact a target business~~responsibilities. ~~Such combination may not be as successful as a combination with a smaller, less complex organization.~~

~~Risks~~We ~~Relating~~do not intend to ~~Our~~utilize ~~Securities~~these exemptions and intend to comply with the corporate governance requirements of the NYSE, subject to applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.

In39 connection with the recent restatement of our financial statements, our management has concluded that our disclosure controls and procedures were not effective as of September 30, 2021 due to a material weakness in internal control over financial reporting solely related to our accounting for complex financial instruments. If we are unable to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and financial results.

8-KTable of Contents

ACertain ~~material~~agreements ~~weakness~~related isto ~~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~~initial orpublic ~~interim~~offering ~~financial~~may ~~statements will not~~ be ~~prevented~~amended orwithout ~~detected~~shareholder ~~and corrected on a timely basis~~approval. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We expect to take steps to remediate the material weakness, but there is no assurance that any remediation efforts will ultimately have the intended effects.

IfCertain weagreements, ~~identify~~including ~~any~~the ~~new~~underwriting ~~material~~agreement ~~weaknesses~~relating into our initial public offering, the ~~future~~letter agreement among us and our sponsor, ~~any~~officers ~~such~~and ~~newly~~directors, ~~identified~~and ~~material~~the ~~weakness~~registration ~~could~~rights ~~limit~~agreement among us and our ~~ability~~initial toshareholders, ~~prevent~~may orbe ~~detect~~amended awithout ~~misstatement~~shareholder ofapproval. ~~our~~Further, ~~accounts~~the warrant agreement contains provisions enabling amendments without shareholder or ~~disclosures~~warrant holder approval that ~~could~~are ~~result~~necessary in athe ~~material~~good ~~misstatement~~faith determination of our ~~annual~~board orof ~~interim~~directors (taking into account then existing market precedents for initial public offerings of special purpose acquisition companies underwritten by bulge bracket investment banks) to allow for the warrants to be classified as equity in our financial statements. In(provided ~~such~~that ~~case,~~any wemodifications ~~may~~or beamendments ~~unable~~that towould ~~maintain~~(i) increase ~~compliance~~the ~~with~~warrant ~~securities~~price, ~~law~~(ii) shorten ~~requirements~~the ~~regarding~~exercise ~~timely~~period, ~~filing~~(iii) change the anti-dilution provisions of ~~periodic~~section ~~reports~~4.3.2 of the warrant agreement, or (iv) change the registration provisions in ~~addition~~section 7.4.1 toof ~~applicable~~the ~~stock~~warrant ~~exchange~~agreement ~~listing~~shall ~~requirements,~~in ~~investors~~each ~~may~~case ~~lose~~require ~~confidence~~the approval of the warrantholders in ~~our~~accordance ~~financial~~with ~~reporting~~the ~~and~~warrant agreement). These agreements contain various provisions that our ~~stock~~public ~~price~~shareholders ~~may~~might ~~decline~~deem asto abe ~~result~~material. WeWhile ~~cannot~~we ~~assure~~do ~~you~~not expect our board to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that ~~the~~our ~~measures~~board, wein ~~have~~exercising ~~taken~~its business judgment and subject to ~~date~~its fiduciary duties, chooses to approve one or more amendments to any ~~measures~~such weagreement in connection with the consummation of our initial business combination. Any such amendments would not require approval from our shareholders, may ~~take~~result in the ~~future~~completion of our initial business combination that may not otherwise have been possible, ~~will~~and bemay ~~sufficient~~have toan ~~avoid~~adverse ~~potential~~effect ~~future~~on ~~material~~the ~~weaknesses~~value of an investment in our securities.

WeHolders ~~are~~of aClass A ~~recently~~ordinary ~~incorporated~~shares ~~company~~will ~~with~~not nobe ~~operating~~entitled ~~history~~to ~~and~~vote noon ~~revenues,~~any ~~and~~appointment ~~you~~or ~~have~~removal noof ~~basis~~directors onand ~~which~~ to ~~evaluate~~continue our ~~ability~~company toin ~~achieve~~a jurisdiction outside the Cayman Islands prior to our initial business ~~objective~~combination.

WePrior ~~are~~to aour ~~recently~~initial ~~incorporated~~business ~~company~~combination, ~~established~~only ~~under~~holders ~~the~~of ~~laws~~our offounder shares will have the ~~Cayman~~right ~~Islands~~to ~~with~~vote noon ~~operating~~the ~~results,~~appointment ~~and~~of wedirectors ~~will~~and ~~not~~to ~~commence~~continue ~~operations~~our ~~until~~company ~~obtaining~~in ~~funding~~a ~~through~~jurisdiction ~~our~~outside ~~initial~~the ~~public~~Cayman ~~offering~~Islands. ~~Because~~Holders weof ~~lack~~our anpublic ~~operating~~shares ~~history,~~will ~~you~~not ~~have~~be noentitled ~~basis~~to ~~upon~~vote ~~which~~on tothe ~~evaluate~~appointment ~~our~~of ~~ability~~directors or to ~~achieve~~continue our ~~business~~company ~~objective~~in ofa ~~completing~~jurisdiction ~~our~~outside ~~initial~~the ~~business~~Cayman ~~combination~~Islands ~~with~~during ~~one~~such ortime. ~~more~~In ~~target~~addition, ~~businesses.~~prior Weto ~~have~~our noinitial ~~plans~~business combination, ~~arrangements~~holders orof ~~understandings~~a ~~with~~majority ~~any~~of ~~prospective~~our ~~target~~founder ~~business~~shares ~~concerning~~may remove a ~~business~~member ~~combination~~of ~~and~~the ~~may~~board beof ~~unable~~directors tofor ~~complete~~any ~~our~~reason. ~~initial~~Accordingly, ~~business~~you ~~combination.~~will Ifnot wehave ~~fail~~any tosay ~~complete~~in the management of our ~~initial~~company ~~business~~prior ~~combination,~~to wethe ~~will~~consummation ~~never~~of ~~generate~~an ~~any~~initial ~~operating~~business ~~revenues~~combination.

33Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

~~Table~~In the event that the proceeds in the trust account are reduced below the lesser of ~~Contents~~(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, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share.

~~You~~The ~~will~~securities ~~not~~in ~~have~~which ~~any~~we ~~rights~~invest orthe ~~interests in~~ funds ~~from~~held in the trust account, ~~except~~could ~~under~~bear ~~certain~~a ~~limited~~negative ~~circumstances.~~rate ~~Therefore~~of interest, towhich ~~liquidate~~could ~~your~~reduce ~~investment,~~the ~~you~~value ~~may~~of bethe ~~forced~~assets toheld ~~sell~~in ~~your~~trust such that the per-share redemption amount received by public ~~shares~~shareholders ormay ~~warrants,~~be ~~potentially~~less atthan a$10.00 ~~loss~~per share.

~~pre~~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 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 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 do not 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 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). 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.

~~NYSE~~40 ~~may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.~~

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~~over-~~If, after we distribute the~~-counter~~ proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency 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 ~~limited~~bankruptcy ~~availability~~or ofinsolvency ~~market~~petition ~~quotations~~or ~~for~~an involuntary bankruptcy or insolvency 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 ~~securities;~~shareholders. ~~reduced~~In ~~liquidity~~addition, ~~for~~our board of directors may be viewed as having breached its fiduciary duty to our ~~securities;~~creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

•If, abefore ~~determination~~distributing ~~that~~the ~~our~~proceeds ~~Class~~in Athe ~~ordinary~~trust ~~shares~~account ~~are~~to our public shareholders, we file a ~~“penny~~bankruptcy ~~stock”~~or ~~which~~insolvency ~~will~~petition ~~require~~or ~~brokers~~an ~~trading~~involuntary inbankruptcy ~~our~~or ~~Class~~insolvency Apetition ~~ordinary~~is ~~shares~~filed toagainst ~~adhere~~us tothat ~~more~~is ~~stringent~~not ~~rules~~dismissed, ~~and~~the ~~possibly~~claims ~~result~~of creditors in asuch ~~reduced~~proceeding ~~level~~may have priority over the claims of ~~trading~~our ~~activity~~shareholders inand the ~~secondary~~per-share ~~trading~~amount ~~market~~that ~~for~~would otherwise be received by our ~~securities;~~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 ~~limited~~bankruptcy ~~amount~~or ofinsolvency ~~news~~petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and ~~analyst~~may ~~coverage;~~be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

•We ahave ~~decreased~~not ~~ability~~registered tothe ~~issue~~Class A ~~additional~~ordinary ~~securities~~shares issuable upon exercise of the warrants under the Securities Act or ~~obtain~~any ~~additional~~state ~~financing~~securities laws, and such registration may not be in ~~the~~place ~~future~~when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing such warrants to expire worthless.

~~The~~We ~~National~~did not register the Class A ordinary shares issuable upon exercise of the warrants under the Securities ~~Markets~~Act ~~Improvement~~or any state securities laws in connection with our IPO. However, under the terms of the warrant agreement, we have agreed to use our commercially reasonable efforts to file a registration statement under the Securities Act covering such shares and to maintain the effectiveness of ~~1996~~such registration statement and a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. We may not able to do so if, for example, any facts or events arise which isrepresent a ~~federal~~fundamental ~~statute~~change in the information set forth in the registration statement or prospectus, ~~prevents~~the financial statements contained or ~~preempts~~incorporated by reference therein are not current, complete or correct or the ~~states~~SEC ~~from~~issues ~~regulating~~a stop order. If the ~~sale~~shares issuable upon exercise of ~~certain~~the ~~securities~~warrants are not registered under the Securities Act, ~~which~~we ~~are~~will ~~referred~~be required to aspermit ~~“covered~~holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available.” ~~Because~~Notwithstanding the above, if our Class A ordinary shares ~~and~~are ~~warrants~~at ~~are~~the time of any exercise of a warrant not listed on ~~NYSE~~a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our ~~Class~~option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section A3(a)(9) ~~ordinary~~of ~~shares~~the Securities Act and, ~~warrants~~in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our reasonable best efforts to register or qualify asthe ~~covered~~shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the ~~statute~~Securities Act or applicable state securities laws. ~~Although~~If the ~~states~~issuance ~~are~~of ~~preempted~~the shares upon exercise of the warrants is not so registered or qualified or exempt from ~~regulating~~registration or qualification, the ~~sale~~holder of ~~covered~~such ~~securities~~warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the ~~federal~~full ~~statute~~unit ~~does~~purchase ~~allow~~price solely for the ~~states~~Class A toordinary ~~investigate~~shares ~~companies~~included ifin ~~there~~the isunits. There may be a ~~suspicion~~circumstance where an exemption from registration exists for holders of ~~fraud,~~our ~~and,~~private ifplacement ~~there~~warrants isto exercise their warrants while a ~~finding~~corresponding exemption does not exist for holders of ~~fraudulent~~the ~~activity~~warrants included as part of units sold in our initial public offering. In such an instance, ~~then~~our ~~the~~sponsor ~~states~~and ~~can~~its ~~regulate~~transferees or(which ~~bar~~may include our founding team) would be able to exercise their warrants and sell the ~~sale~~ordinary shares underlying their warrants while holders of ~~covered~~our ~~securities~~public inwarrants awould ~~particular~~not ~~case~~be able to exercise their warrants and sell the underlying ordinary shares. ~~While~~If and when the warrants become redeemable by us, we ~~are~~may ~~not~~exercise ~~aware~~our ofredemption aright ~~state~~even ~~having~~if ~~used~~we ~~these~~are ~~powers~~unable to ~~prohibit~~register or ~~restrict~~qualify the underlying securities for sale ofunder ~~securities~~all ~~issued~~applicable bystate securities laws.

3441

~~blank~~Our ~~check~~ability ~~companies,~~to ~~other~~require ~~than~~holders ~~the State~~ of ~~Idaho,~~our ~~certain~~warrants ~~state~~to ~~securities~~exercise ~~regulators~~such ~~view~~warrants ~~blank~~on ~~check~~a ~~companies~~cashless ~~unfavorably~~basis ~~and~~if ~~might~~there ~~use~~is ~~these~~no ~~powers,~~effective orregistration ~~threaten~~statement tocovering ~~use~~the ~~these~~Class A ~~powers,~~ordinary toshares ~~hinder~~issuable ~~the~~upon ~~sale~~exercise of ~~securities~~these ofwarrants ~~blank~~will ~~check~~cause ~~companies~~holders into ~~their~~receive ~~states.~~fewer ~~Further,~~Class A ifordinary weshares ~~were~~upon nosuch ~~longer~~exercise ~~listed~~of onthe ~~NYSE,~~warrants ~~our~~than ~~securities~~they would ~~not~~have ~~qualify~~received ashad ~~covered~~they ~~securities~~been ~~under~~able ~~the~~to ~~statute~~pay ~~and~~the weexercise ~~would~~price beof ~~subject~~their towarrants ~~regulation~~ in ~~each state in which we offer our securities~~cash.

~~You~~The warrant agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be ~~entitled~~permitted to ~~protections~~do ~~normally~~so ~~afforded~~for cash and will, instead, be required to ~~investors~~do so on a cashless basis in accordance with Section 3(a)(9) of ~~many~~the ~~other~~Securities ~~blank~~Act: ~~check~~(i) if ~~companies~~the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; and (ii) if we have so elected and the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act. If we have so elected or if holders elect to exercise their warrants when there is no effective registration statement, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash.

~~8-K~~For example, if the holder is exercising 875 public warrants at $11.50 per share through a cashless exercise when the Class A ordinary shares have a fair market value of $17.50 per share, then upon the cashless exercise, the holder will receive 300 Class A ordinary shares. The holder would have received 875 Class A ordinary shares if the exercise price was paid in cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrantholder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold.

IfThe wewarrants ~~seek~~may ~~shareholder~~become ~~approval~~exercisable ~~of our initial business combination~~ and weredeemable dofor ~~not~~a ~~conduct~~security ~~redemptions~~other ~~pursuant~~than to the ~~tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our~~ Class A ordinary shares, and you will ~~lose~~not ~~the~~have ~~ability~~any toinformation ~~redeem~~regarding ~~all~~ such ~~shares~~other insecurity ~~excess~~at ofthis ~~15% of our Class A ordinary shares~~time.

IfIn wecertain ~~seek~~situations, ~~shareholder~~including ~~approval~~if ~~of our initial business combination and~~ we doare not ~~conduct~~the ~~redemptions~~surviving entity in ~~connection with~~ our initial business combination, ~~pursuant to~~ the ~~tender~~warrants ~~offer~~may ~~rules,~~become ~~our~~exercisable ~~amended~~for ~~and~~a ~~restated~~security ~~memorandum~~other ~~and~~than ~~articles~~the ofClass A ~~association~~ordinary ~~provides~~shares. ~~that~~As a ~~public shareholder~~result, ~~together~~if ~~with~~the ~~any~~surviving ~~affiliate~~company ofredeems ~~such~~your ~~shareholder~~warrants orfor ~~any~~securities ~~other~~pursuant ~~person~~to ~~with~~the ~~whom~~warrant ~~such~~agreement, ~~shareholder~~you ismay ~~acting~~receive ina ~~concert~~security orin as a ~~“group”~~company ~~(as defined under Section 13~~ of ~~the~~which ~~Exchange~~you ~~Act),~~do ~~will~~not behave ~~restricted~~information ~~from~~at ~~seeking~~this ~~redemption~~time. ~~rights~~Pursuant ~~with respect~~ to ~~more than an aggregate of 15% of~~ the ~~shares~~warrant ~~sold in our initial public offering~~agreement, ~~which we refer to as~~ the ~~“Excess~~surviving ~~Shares,”~~company ~~without~~will ~~our prior consent. However, we would not~~ be ~~restricting~~required ~~our shareholders’ ability~~ to ~~vote~~use ~~all~~commercially ofreasonable ~~their~~efforts ~~shares (including Excess Shares) for or against our initial business combination. Your inability~~ to ~~redeem~~register the ~~Excess~~issuance ~~Shares~~of ~~will~~the ~~reduce~~security ~~your~~underlying ~~influence~~the ~~over~~warrants ~~our~~within ~~ability~~twenty ~~to complete our initial~~ business ~~combination~~days ~~and~~of ~~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~~closing ~~Shares~~of ifan ~~we complete our~~ initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

~~Because~~We ofmay ~~our~~issue ~~limited~~additional ~~resources~~Class A ~~and~~ordinary ~~the~~shares ~~significant~~or ~~competition~~preference ~~for~~shares to complete our initial business combination ~~opportunities,~~or itunder ~~may~~an beemployee ~~more~~incentive ~~difficult~~plan ~~for~~after uscompletion toof ~~complete~~ our initial business combination. IfWe wemay doalso ~~not~~issue ~~complete~~Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination ~~within~~as ~~the~~a ~~required~~result ~~time~~of ~~period,~~the ~~our~~anti-dilution ~~public~~provisions ~~shareholders~~contained ~~may~~in ~~receive~~our ~~only~~amended ~~approximately~~and ~~$10.00~~restated ~~per~~memorandum ~~public~~and ~~share,~~articles orof ~~less~~association. inAny ~~certain~~such ~~circumstances,~~issuances onwould dilute the ~~liquidation~~interest of our ~~trust~~shareholders ~~account~~ and ~~our~~likely ~~warrants~~present ~~will~~other ~~expire worthless~~risks.

WeOur ~~expect~~amended toand ~~encounter~~restated ~~intense~~memorandum ~~competition~~and ~~from~~articles ~~other~~of ~~entities~~association ~~having~~will aauthorize ~~business~~the ~~objective~~issuance ~~similar~~of up to ~~ours~~200,000,000 ~~including~~Class A ~~private~~ordinary ~~investors~~shares, ~~(which~~par ~~may~~value be$0.0001 ~~individuals~~per ~~or investment partnerships)~~share, ~~other blank check companies and other entities~~20,000,000 ~~domestic~~Class B ~~and~~ordinary ~~international~~shares, ~~competing~~par ~~for~~value ~~the types of businesses we intend to acquire~~$0.0001 ~~Many~~per ofshare, ~~these individuals~~ and ~~entities are well-established and have extensive experience in identifying and effecting~~1,000,000 ~~directly~~preference ~~or indirectly~~shares, ~~acquisitions~~par ofvalue ~~companies~~$0.0001 ~~operating~~per inshare. orImmediately ~~providing~~after ~~services~~our toinitial ~~various~~public ~~industries.~~offering, ~~Many~~there ofwere ~~these competitors possess greater technical~~113,019,167 ~~human~~ and ~~other~~4,762,500 ~~resources~~authorized orbut ~~more~~unissued ~~local~~Class A ~~industry~~ordinary ~~knowledge~~shares ~~than we do~~ and ~~our~~Class B ~~financial~~ordinary ~~resources~~shares, ~~will~~respectively, beavailable ~~relatively~~for ~~limited~~issuance ~~when~~which ~~contrasted~~amount ~~with~~includes ~~those~~shares ofreserved ~~many~~for ofissuance ~~these~~upon ~~competitors.~~exercise ~~While we believe there are numerous target businesses we could potentially acquire with the net proceeds~~ of ~~our~~outstanding ~~initial~~warrants ~~public~~or ~~offering~~shares ~~and~~issuable ~~the~~upon ~~sale~~conversion of the ~~private~~Class B ~~placement~~ordinary ~~warrants~~shares, ~~our~~if ~~ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources~~any. ~~This~~The ~~inherent~~Class B ~~competitive~~ordinary ~~limitation~~shares ~~gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we~~ are ~~obligated~~automatically toconvertible ~~offer~~into ~~holders~~Class A ofordinary ~~our public~~ shares ~~the right to redeem their shares for cash~~ at the time of our initial business combination inas ~~conjunction~~described ~~with~~herein aand ~~shareholder~~in ~~vote~~our oramended ~~via~~and arestated ~~tender~~memorandum ~~offer.~~and ~~Target~~articles ~~companies~~of ~~will~~association. beImmediately ~~aware~~after ~~that~~our ~~this~~initial ~~may~~public ~~reduce~~offering, ~~the~~there ~~resources~~will ~~available~~be tono uspreference ~~for~~shares ~~our~~issued ~~initial~~and ~~business combination~~outstanding. ~~Any~~

35We 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 to redeem the warrants as described in this Annual Report or 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

~~Table~~42 ~~of Contents~~

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Ifmemorandum ~~the~~and ~~net~~articles ~~proceeds~~ of ~~our~~association ~~initial~~provides, ~~public~~among ~~offering~~other ~~and~~things, that prior to the ~~sale~~completion of ~~the~~our ~~private~~initial ~~placement~~business ~~warrants~~combination, ~~not~~we ~~being~~may ~~held~~not inissue ~~the~~additional ~~trust~~shares ~~account~~that ~~are~~would ~~insufficient~~entitle tothe ~~allow~~holders usthereof to ~~operate~~(i) receive ~~for~~funds from the 24trust ~~months~~account ~~following~~or ~~the~~(ii) vote ~~closing~~on ofany ~~our~~ initial ~~public~~business ~~offering,~~combination itor ~~could~~on ~~limit~~any ~~the~~other ~~amount~~proposal ~~available~~presented to ~~fund~~shareholders ~~our~~prior ~~search~~to ~~for~~or ain ~~target~~connection ~~business~~with orthe ~~businesses~~completion ~~and~~of ~~complete~~an ~~our~~ initial business combination,. ~~and~~These weprovisions ~~will~~of ~~depend~~our onamended ~~loans~~and ~~from~~restated ~~our~~memorandum ~~sponsor~~and orarticles ~~founding~~of ~~team~~association, tolike ~~fund~~all provisions of our ~~search~~amended and torestated ~~complete~~memorandum ~~our~~and ~~initial~~articles ~~business~~of ~~combination~~association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:

~~The~~• ~~funds available to us outside of the trust account~~ may ~~not~~significantly bedilute ~~sufficient to allow us to operate for at least~~ the 24equity ~~months~~interest ~~following the closing~~ of ~~our~~investors ~~initial public offering, assuming that our initial business combination is not completed during that time. We expect to incur significant costs~~ in ~~pursuit of~~ our ~~acquisition plans. Management’s plans to address this need for capital through our~~ initial public offering, ~~and~~which ~~potential~~dilution ~~loans~~would ~~from~~increase ~~certain~~if ofthe ~~our~~anti-dilution ~~affiliates~~provisions ~~are discussed~~ in the ~~section~~Class ofB ~~the~~ordinary ~~prospectus~~shares ~~titled~~resulted ~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” However, our affiliates are not obligated to make loans to us~~ in the ~~future,~~issuance ~~and~~of weClass ~~may~~A ~~not~~ordinary beshares ~~able~~on toa ~~raise~~greater ~~additional~~than ~~financing from unaffiliated parties necessary~~ one-to-one ~~fund~~basis ~~our~~upon ~~expenses.~~conversion ~~Any~~of ~~such event in~~ the ~~future~~Class ~~may~~B ~~negatively~~ordinary ~~impact the analysis regarding our ability to continue as a going concern at such time.~~ shares;

~~“no-shop”~~• 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;

In• ~~the~~could ~~event~~cause ~~that~~a ~~our~~change ~~offering~~in ~~expenses~~control ~~and~~if ~~other~~a ~~operating~~substantial ~~expenses~~number ~~exceed~~of our ~~estimate~~Class ofA ~~$2,000,000,~~ordinary weshares ~~may~~are ~~fund~~issued, ~~such~~which ~~excess~~may ~~with~~affect, ~~funds~~among ~~not~~other ~~to be held in the trust account. In such case~~things, ~~unless funded by the proceeds of loans available from~~ our ~~sponsor,~~ability ~~members~~to ofuse our ~~founding~~net ~~team~~operating orloss ~~any~~carry offorwards, ~~their~~if ~~affiliates~~any, ~~the~~and ~~amount~~could ofresult ~~funds~~in ~~we intend to be held outside~~ the ~~trust~~resignation ~~account~~or ~~would~~removal ~~decrease~~of byour apresent ~~corresponding~~officers ~~amount.~~and directors;

~~Conversely,~~• inmay ~~the~~have ~~event that~~ the ~~offering~~effect ~~expenses~~of ~~and~~delaying ~~other~~or ~~operating~~preventing ~~expenses~~a ~~are~~change ~~less than our estimate~~ of ~~$2,000,000,~~control ~~the amount~~ of ~~funds~~us ~~we intend to be held outside the trust account would increase~~ by adiluting ~~corresponding amount. The amount held in~~ the ~~trust~~share ~~account~~ownership ~~will~~or ~~not~~voting berights ~~impacted~~of as a ~~result~~person ofseeking ~~such increase or decrease. If we are required~~ to ~~seek~~obtain ~~additional~~control ~~capital, we would need to borrow funds from our sponsor, members~~ of ~~our founding team or any of their affiliates or other third parties to operate or may be forced to liquidate.~~ us;

~~Neither~~• ~~our sponsor, members of our founding team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances~~ may beadversely ~~repaid~~affect ~~only~~prevailing ~~from~~market ~~funds~~prices ~~held~~for ~~outside the trust account or from funds released to us upon completion of~~ our ~~initial business combination. Up to $1~~units,~~500,000~~ ofClass ~~such~~A ~~loans~~ordinary ~~may~~shares be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, members of our founding 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, and our~~ warrants; ~~will expire worthless.~~ and

36• may not result in adjustment to the exercise price of our warrants.

~~Table~~Our ofinitial ~~Contents~~shareholders may receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.

~~Subsequent~~The tofounder ~~our~~shares ~~completion~~will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination, weat ~~may~~a beratio ~~required~~such tothat ~~take~~the ~~write-downs~~number orof ~~write~~Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-~~offs~~converted basis, ~~restructuring~~20% ~~and~~of ~~impairment~~the orsum ~~other~~of ~~charges~~(i) the ~~that~~total ~~could~~number ~~have~~of aordinary ~~significant~~shares ~~negative~~issued ~~effect~~and onoutstanding upon completion of our ~~financial~~initial ~~condition~~public offering, ~~results~~plus (ii) the sum of ~~operations~~the ~~and~~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 ~~share~~Company ~~price~~in connection with or in relation to the consummation of ~~our~~the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, ~~which~~deemed ~~could~~issued, ~~cause~~or ~~you~~to be issued, to ~~lose~~any ~~some~~seller in the initial business combination and any private placement warrants issued to our sponsor, members of our founding team or ~~all~~any of ~~your~~their ~~investment~~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.

~~write-off~~The grant of 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.

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

~~pre-existing~~43

Accordingly,Table any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Contents

~~Such~~Resources ~~holders~~could ~~are~~be ~~unlikely~~wasted ~~to have a remedy for such reduction~~ in ~~value~~researching ~~unless~~acquisitions ~~they~~that are ~~able~~not tocompleted, ~~successfully~~which ~~claim~~could ~~that~~materially ~~the~~adversely ~~reduction~~affect ~~was~~subsequent ~~due~~attempts to ~~the~~locate ~~breach~~and byacquire ~~our officers~~ or ~~directors~~merge ofwith aanother ~~duty~~business. ofIf ~~care~~we ordo ~~other~~not ~~fiduciary~~complete ~~duty~~our ~~owed~~initial tobusiness ~~them,~~combination orwithin ifthe ~~they~~required ~~are~~time ~~able~~period, toour ~~successfully~~public ~~bring~~shareholders amay ~~private~~receive ~~claim~~only ~~under~~approximately ~~securities~~$10.00 ~~laws~~per ~~that~~public ~~the~~share, ~~proxy solicitation~~ or ~~tender~~less ~~offer~~in ~~materials,~~certain ~~as applicable~~circumstances, ~~relating~~on to the ~~business~~liquidation ~~combination~~of ~~contained~~our antrust ~~actionable~~account ~~material~~and ~~misstatement~~our orwarrants ~~material~~will ~~omission~~expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial 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 and our warrants will expire worthless.

~~Our~~We ~~placing of funds in the trust account~~ may ~~not~~issue ~~protect~~notes ~~those~~or ~~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~~debt, ~~title, interest~~ or ~~claim~~otherwise ofincur ~~any~~substantial ~~kind~~debt, ~~in or~~ to ~~any~~complete ~~monies~~a ~~held~~business ~~in the trust account for the benefit of our public shareholders~~combination, ~~such~~which ~~parties~~ may ~~not~~adversely ~~execute~~affect 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,~~leverage ~~including~~and ~~the~~financial ~~funds~~condition ~~held~~and inthus ~~the~~negatively ~~trust~~impact ~~account. If any third party refuses to execute an agreement waiving such claims to~~ the ~~monies~~value ~~held in the trust account, our founders 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~~ our ~~founding team believes that such third party~~shareholders’s ~~engagement~~investment ~~would~~in ~~be significantly more beneficial to~~ us ~~than any alternative~~.

Although we have no commitments as of the date of the prospectus 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.

37Nevertheless, the incurrence of debt could have a variety of negative effects, including:

~~Table~~• ofdefault ~~Contents~~and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

~~share~~• ~~and~~acceleration ~~(ii) the actual amount per share held in the trust account as~~ of ~~the~~our ~~date~~obligations ofto ~~the~~repay ~~liquidation of~~ the ~~trust~~indebtedness ~~account~~even if ~~less~~we ~~than~~make ~~$10.00~~all ~~per~~principal ~~public~~and ~~share due to reductions in the value of the trust assets, in each case net of the~~ interest ~~that~~payments ~~may~~when bedue ~~withdrawn~~if towe ~~pay~~breach ~~our~~certain ~~tax~~covenants ~~obligations, provided~~ that ~~such~~require ~~liability~~the ~~will~~maintenance ~~not~~of ~~apply~~certain tofinancial ~~any~~ratios ~~claims by a third party~~ or ~~prospective~~reserves ~~target~~without ~~business who executed~~ a waiver ofor ~~any~~renegotiation ~~and all rights to seek access to the trust account nor will it apply to any claims under our indemnity~~ of ~~the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event~~ that ~~an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims.~~ covenant;

~~However,~~• ~~we have not asked~~ our ~~sponsor~~immediate topayment ~~reserve~~of ~~for~~all ~~such~~principal ~~indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations~~ and weaccrued 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 includinginterest, ~~without~~if ~~limitation~~any, ~~claims~~if bythe ~~vendors~~debt ~~and~~is ~~prospective~~payable ~~target~~on ~~businesses.~~ demand;

We• ~~may~~our ~~not~~inability ~~hold~~to anobtain ~~annual~~necessary ~~general~~additional ~~meeting~~financing ~~until~~if ~~after~~ the ~~consummation~~debt ofcontains covenants restricting our ~~initial~~ability ~~business~~to ~~combination.~~obtain such financing while the debt is outstanding;

In• ~~accordance with NYSE corporate governance requirements and~~ our ~~amended~~inability ~~and restated memorandum and articles of association, we are not required~~ to ~~hold~~pay andividends ~~annual general meeting until no later than one year after our first fiscal year end following our listing~~ on NYSE. As an exempted company, there is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with our ~~founding~~Class ~~team.~~A ~~Our~~ordinary board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. shares;

~~Holders~~• ofusing ~~Class A~~a ~~ordinary~~substantial ~~shares~~portion ~~will~~of ~~not~~our becash ~~entitled~~flow to ~~vote~~pay onprincipal ~~any~~and ~~appointment~~interest ofon ~~directors~~our wedebt, ~~hold~~which ~~prior~~will toreduce the ~~completion~~funds ofavailable for dividends on our ~~initial~~Class ~~business~~A ~~combination.~~ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

~~Prior~~• tolimitations ~~the~~on ~~completion of~~ our ~~initial~~flexibility ~~business~~in ~~combination,~~planning ~~only~~for ~~holders~~and ofreacting ~~our founder shares will have the right~~ to ~~vote~~changes onin ~~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,~~and ~~holders~~in ~~of a majority of our founder shares may remove a member of~~ the ~~board~~industry ~~of directors for any reason. Accordingly, you may not have any say~~ in ~~the~~which ~~management~~we ~~of our company prior to the consummation of an initial business combination.~~ operate;

~~Since~~• ~~only~~increased ~~holders~~vulnerability ~~of our founder shares will have the right~~ to ~~vote~~adverse onchanges ~~the~~in ~~appointment~~general ~~of directors~~economic, ~~the~~industry ~~NYSE~~and ~~may~~competitive ~~consider~~conditions usand toadverse bechanges ain ~~‘controlled~~government ~~company’ within the meaning of the NYSE rules and~~regulation, asincluding ainterest ~~result,~~rate wechanges; ~~may qualify for exemptions from certain corporate governance requirements.~~ and

~~Prior~~• tolimitations ~~our~~on ~~initial business combination only holders of~~ our ~~founder~~ability ~~shares will have the right~~ to ~~vote~~borrow onadditional ~~the~~amounts ~~appointment~~for ofexpenses, ~~directors.~~capital Asexpenditures, ~~a result~~acquisitions, ~~the~~debt ~~NYSE~~service ~~may consider us to be a ‘controlled company’ within the meaning of the NYSE corporate governance standards. Under the NYSE corporate governance standards~~requirements, aexecution ~~company~~ of ~~which~~our ~~more~~strategy ~~than~~and ~~50%~~other ofpurposes ~~the voting power is held by an individual, group or another company is a ‘controlled company’~~ and ~~may~~other ~~elect~~disadvantages ~~not~~compared to ~~comply~~our ~~with~~competitors ~~certain~~who ~~corporate~~have ~~governance~~less ~~requirements, including the requirements that:~~ debt.

•We wemay ~~have~~redeem ayour ~~board~~unexpired ~~that~~warrants ~~includes~~prior to their exercise at a ~~majority~~time ofthat ~~‘independent~~is ~~directors,’~~disadvantageous asto ~~defined~~you, ~~under~~thereby ~~the~~making ~~rules~~your ofwarrants ~~the~~worthless. ~~NYSE;~~

•We we have athe ~~compensation~~ability ~~committee~~to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if, among other things, the Reference Value equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by us, we may exercise our ~~board~~redemption ~~that~~right iseven ~~comprised~~if ~~entirely~~we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of ~~independent~~the ~~directors~~outstanding ~~with~~warrants as described above could force you to (i) exercise your warrants and pay the exercise price therefor at a ~~written~~time ~~charter~~when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the Market Value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our sponsors or their permitted transferees.

•44 ~~addressing the committee’s purpose and responsibilities; and~~

•Table we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.Contents

~~phase-in~~In addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of shares of our Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 shares of our Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

38Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.

~~Table~~We issued public warrants to purchase 15,237,500 of ~~Contents~~our Class A ordinary shares as part of the units offered by the prospectus and, simultaneously with the closing of our initial public offering, we issued in a private placement 10,793,333 private placement warrants at $1.50 per warrant. In addition, if the sponsor makes any working capital loans, it may convert up to $1,500,000 of such loans into up to an additional 1,000,000 private placement warrants, at the price of $1.50 per warrant. Our public warrants are also redeemable by us for Class A ordinary shares as described in this Annual Report. To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

~~Certain~~Because ~~agreements~~each ~~related~~unit tocontains ~~our~~one-fourth ~~initial~~of ~~public~~one ~~offering~~warrant and only a whole warrant may be ~~amended~~exercised, ~~without~~the ~~shareholder~~units ~~approval~~may be worth less than units of other blank check companies.

~~Certain~~Each ~~agreements,~~unit ~~including~~contains ~~the~~one-fourth ~~underwriting~~of ~~agreement~~one ~~relating~~warrant. Pursuant to ~~our initial public offering offering,~~ the ~~letter~~warrant agreement, ~~among~~no usfractional ~~and~~warrants ~~our~~will ~~sponsor,~~be ~~officers~~issued ~~and~~upon ~~directors,~~separation ~~and~~of the ~~registration~~units, ~~rights agreement among us~~ and ~~our~~only ~~initial~~whole ~~shareholders,~~units ~~may~~will ~~be amended without shareholder approval~~trade. ~~Further~~If, ~~the~~upon ~~warrant~~exercise ~~agreement~~of ~~contains~~the ~~provisions~~warrants, ~~enabling~~a ~~amendments~~holder ~~without~~would ~~shareholder~~be orentitled ~~warrant~~to ~~holder~~receive ~~approval~~a ~~that~~fractional ~~are~~interest ~~necessary~~ in ~~the~~a ~~good~~share, ~~faith~~we ~~determination~~will, ofupon ~~our~~exercise, ~~board~~round ofdown ~~directors~~to ~~(taking~~the ~~into~~nearest ~~account~~whole ~~then~~number ~~existing~~the ~~market~~number ~~precedents for initial public offerings~~ of ~~special~~Class A ~~purpose~~ordinary ~~acquisition~~shares ~~companies underwritten by bulge bracket investment banks)~~ to ~~allow~~be ~~for~~issued ~~the warrants~~ to ~~be classified as equity in our financial statements (provided that any modifications or amendments that would (i) increase~~ the warrant ~~price,~~holder. ~~(ii) shorten~~We ~~the~~have ~~exercise~~established ~~period, (iii) change~~ the ~~anti-dilution~~components ~~provisions~~ of ~~section 4.3.2 of~~ the ~~warrant~~units ~~agreement, or (iv) change the registration provisions~~ in ~~section 7.4.1~~this ofway ~~the warrant agreement shall~~ in ~~each~~order ~~case~~to ~~require~~reduce the ~~approval~~dilutive effect of the ~~warrantholders~~warrants inupon ~~accordance~~completion ~~with~~of ~~the~~a ~~warrant~~business ~~agreement).~~combination ~~These~~since ~~agreements~~the ~~contain~~warrants ~~various~~will ~~provisions that our public shareholders might deem to~~ be ~~material.~~exercisable ~~While~~in wethe doaggregate ~~not~~for ~~expect~~one-fourth ~~our~~of ~~board~~the tonumber ~~approve any amendment to any~~ of ~~these~~shares ~~agreements~~compared ~~prior~~ to ~~our~~units ~~initial business combination, it may be possible~~ that ~~our~~each ~~board,~~contain ina ~~exercising~~whole ~~its~~warrant ~~business judgment and subject~~ to ~~its~~purchase ~~fiduciary~~one ~~duties~~share, ~~chooses~~thus tomaking ~~approve~~us, ~~one~~we orbelieve, a more ~~amendments~~attractive tomerger ~~any~~target ~~such~~for ~~agreement~~target ~~in connection with the consummation of our initial business combination~~businesses. ~~Any~~Nevertheless, ~~such~~this ~~amendments~~unit ~~would~~structure ~~not require approval from our shareholders,~~ may ~~result~~cause ~~in the completion of~~ our ~~initial~~units ~~business~~to ~~combination~~be ~~that~~worth ~~may~~less ~~not~~than ~~otherwise~~if ~~have~~it ~~been~~included ~~possible,~~a ~~and~~warrant ~~may~~to ~~have~~purchase anone ~~adverse~~whole ~~effect on the value of an investment in our securities~~share.

~~Holders~~The determination of ~~Class A~~the ~~ordinary~~offering ~~shares~~price ~~will~~of ~~not~~our beunits ~~entitled~~and tothe ~~vote~~size onof ~~any~~our ~~appointment~~initial orpublic ~~removal~~offering is more arbitrary than the pricing of ~~directors~~securities and tosize ~~continue~~of ~~our~~an offering of an operating company in a ~~jurisdiction~~particular ~~outside~~industry. ~~the~~You ~~Cayman~~may ~~Islands~~have ~~prior~~less toassurance, therefore, that the offering price of our ~~initial~~units ~~business~~properly ~~combination~~reflects the value of such units than you would have in a typical offering of an operating company.

Prior to our initial ~~business~~public ~~combination,~~offering ~~only~~there ~~holders~~has ofbeen ~~our~~no ~~founder~~public ~~shares~~market ~~will~~for ~~have~~any ~~the~~of ~~right~~our tosecurities. ~~vote~~The onpublic ~~the~~offering ~~appointment~~price of ~~directors~~the units and tothe ~~continue~~terms ~~our~~of ~~company~~the inwarrants awere ~~jurisdiction~~negotiated ~~outside~~between ~~the~~us ~~Cayman~~and ~~Islands~~the underwriters. ~~Holders~~In determining the size of our initial public ~~shares~~offering, ~~will~~our ~~not~~founding beteam ~~entitled~~held tocustomary ~~vote~~organizational onmeetings with the ~~appointment~~underwriters, ofboth ~~directors~~prior or to ~~continue~~ our ~~company~~inception inand athereafter, ~~jurisdiction~~with ~~outside~~respect to the ~~Cayman~~state ~~Islands~~of ~~during~~capital ~~such~~markets, ~~time. In addition~~generally, ~~prior~~and tothe ~~our~~amount ~~initial~~the ~~business~~underwriters ~~combination,~~believed ~~holders~~they ofreasonably acould ~~majority~~raise ofon our ~~founder~~behalf. ~~shares~~Factors ~~may~~considered ~~remove~~in adetermining ~~member of~~ the ~~board~~size of ~~directors~~our ~~for~~initial ~~any~~public ~~reason. Accordingly~~offering, ~~you~~prices ~~will~~and ~~not~~terms ~~have~~of ~~any~~the ~~say~~units, inincluding the ~~management~~Class A ofordinary ~~our~~shares ~~company~~and ~~prior~~warrants tounderlying the ~~consummation~~units, ofinclude: ~~an initial business combination.~~

~~Our~~• ~~directors may decide not to enforce~~ the ~~indemnification~~history ~~obligations~~and prospects of ~~our~~companies ~~sponsor,~~whose ~~resulting~~principal inbusiness ais ~~reduction in~~ the ~~amount~~acquisition of ~~funds~~other incompanies; ~~the~~prior ~~trust~~offerings ~~account~~of ~~available~~those ~~for distribution to our public shareholders.~~ companies;

In• the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per 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~~prospects ~~obligations,~~for ~~and~~acquiring ~~our~~an ~~sponsor~~operating ~~asserts~~business ~~that~~at itattractive isvalues; ~~unable to satisfy its obligations or that it has no indemnification obligations related to~~ a ~~particular~~review ~~claim,~~of ~~our independent directors would determine whether~~ debt-to-equity ~~take~~ratios 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~~leveraged their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share. transactions;

~~per-share~~• our capital structure;

~~2a-7~~• an assessment of our founding team and their experience in identifying operating companies; general conditions of the securities markets at the time of our initial public offering; and

~~pro-rata~~• other factors as were deemed relevant.

~~per-share~~Although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations or financial results.

3945

~~If,~~There ~~after~~is wecurrently ~~distribute~~no ~~the~~market ~~proceeds~~for ~~in the trust account to~~ our ~~public~~securities ~~shareholders,~~and ~~we file~~ a ~~bankruptcy~~market orfor ~~insolvency~~our ~~petition~~securities ormay ~~an involuntary bankruptcy or insolvency petition is filed against us that is~~ not ~~dismissed~~develop, awhich ~~bankruptcy~~would oradversely ~~insolvency~~affect ~~court~~the ~~may~~liquidity ~~seek to recover such proceeds,~~ and ~~the~~price ~~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~~securities.

~~If,~~There ~~after~~is wecurrently ~~distribute~~no ~~the~~market ~~proceeds~~for ~~in the trust account to~~ our ~~public~~securities. ~~shareholders,~~Shareholders wetherefore ~~file~~have ano ~~bankruptcy~~access orto ~~insolvency~~information ~~petition~~about orprior anmarket ~~involuntary~~history ~~bankruptcy~~on orwhich ~~insolvency~~to ~~petition~~base istheir ~~filed~~investment ~~against~~decision. usFollowing ~~that~~our isinitial ~~not~~public ~~dismissed~~offering, ~~any~~the ~~distributions~~price ~~received~~of byour ~~shareholders~~securities ~~could~~may bevary ~~viewed~~significantly ~~under~~due ~~applicable~~to ~~debtor/~~one ~~creditor and/~~or ~~bankruptcy~~more ~~laws~~potential asbusiness ~~either~~combinations aand ~~“preferential~~general ~~transfer”~~market or aeconomic ~~“fraudulent~~conditions, ~~conveyance.”~~including Asas a result, aof ~~bankruptcy~~the orCOVID-19 ~~insolvency~~pandemic. ~~court~~Furthermore, ~~could~~an ~~seek~~active totrading ~~recover~~market ~~some~~for orour ~~all~~securities ~~amounts~~may ~~received~~never bydevelop ~~our~~or, ~~shareholders.~~if ~~In addition~~developed, ~~our~~it ~~board of directors~~ may not be ~~viewed~~sustained. asYou ~~having~~may ~~breached~~be ~~its~~unable ~~fiduciary duty~~ to ~~our~~sell ~~creditors~~your ~~and/or~~securities ~~having~~unless ~~acted~~a inmarket ~~bad~~can ~~faith,~~be ~~thereby~~established ~~exposing itself~~ and ~~us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors~~sustained.

~~per-share~~Risks Relating to Regulatory Compliance Requirements

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

WeIf ~~have~~we ~~not~~are ~~registered~~deemed ~~the~~to ~~Class A~~be ~~ordinary~~an ~~shares~~investment ~~issuable~~company ~~upon exercise of the warrants~~ under the ~~Securities~~Investment ~~Act~~Company ~~or any state securities laws~~Act, ~~and~~our ~~such~~activities ~~registration~~ may ~~not~~ be ~~in place when an investor desires to exercise warrants~~restricted, ~~thus~~including: ~~precluding such investor from being able to exercise its warrants and causing such warrants to expire worthless.~~

We• ~~did~~restrictions not register the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws in connection with our IPO. However, under the terms of the warrant agreement, we have agreed to use our commercially reasonable efforts to file a registration statement under the Securities Act covering such shares and to maintain the effectiveness of such registration statement and a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. We may not able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on ~~a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless~~ the ~~issuance~~nature of ~~the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. Notwithstanding the above, if~~ our ~~Class A~~investments; ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold in our initial public offering. In such an instance, our sponsor and its

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

~~Table~~In ofaddition, ~~Contents~~we may have imposed upon us burdensome requirements, including:

~~transferees~~• ~~(which~~registration ~~may~~as ~~include~~an ~~our~~investment ~~founding~~company ~~team)~~with ~~would be able to exercise their warrants and sell~~ the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. SEC;

~~Our~~• ~~ability~~adoption ~~to require holders~~ of ~~our warrants to exercise such warrants on~~ a ~~cashless~~specific ~~basis~~form ~~if there is no effective registration statement covering the Class A ordinary shares issuable upon exercise~~ of ~~these~~corporate ~~warrants~~structure; ~~will cause holders to receive fewer Class A ordinary shares upon such exercise of the warrants than they would have received had they been able to pay the exercise price of their warrants in cash.~~ and

~~The~~• ~~warrant~~reporting, ~~agreement~~record ~~provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and will~~keeping, ~~instead~~voting, beproxy ~~required~~and todisclosure dorequirements so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; and ~~(ii) if~~other werules ~~have so elected~~ and ~~the~~regulations ~~Class A~~that ~~ordinary~~we ~~shares~~ are atcurrently ~~the time of any exercise of a warrant~~ not ~~listed~~subject ~~on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act. If we have so elected or if holders elect~~ to exercise their warrants when there is no effective registration statement, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash.

~~For~~In ~~example,~~order ifnot ~~the~~to ~~holder~~be isregulated ~~exercising~~as ~~875~~an ~~public~~investment ~~warrants~~company atunder ~~$11.50~~the ~~per~~Investment ~~share~~Company ~~through~~Act, aunless ~~cashless~~we ~~exercise~~can ~~when~~qualify ~~the~~for ~~Class A~~an ~~ordinary~~exclusion, ~~shares~~we ~~have~~must ensure that we are engaged primarily in a ~~fair~~business ~~market~~other ~~value~~than investing, reinvesting or trading of ~~$17.50~~securities ~~per~~and ~~share,~~that ~~then~~our ~~upon~~activities ~~the~~do ~~cashless~~not ~~exercise~~include investing, ~~the~~reinvesting, ~~holder~~owning, ~~will~~holding ~~receive~~or ~~300~~trading ~~Class A~~“investment ~~ordinary~~securities” ~~shares.~~constituting ~~The~~more ~~holder~~than ~~would~~40% ~~have~~of ~~received~~our ~~875~~assets ~~Class A~~(exclusive ~~ordinary~~of ~~shares~~U.S. ifgovernment ~~the~~securities ~~exercise~~and ~~price~~cash ~~was~~items) ~~paid~~on inan ~~cash~~unconsolidated basis. ~~This~~Our business will ~~have~~be ~~the~~to ~~effect~~identify ofand ~~reducing~~complete ~~the~~a ~~potential~~business ~~“upside”~~combination ofand thereafter to operate the ~~holder’s~~post-business ~~investment~~combination inbusiness ~~our~~or ~~company~~assets ~~because~~for the ~~warrantholder~~long ~~will~~term. ~~hold~~We ado ~~smaller~~not ~~number~~plan ofto ~~Class A~~buy ~~ordinary~~businesses ~~shares~~or ~~upon~~assets with a ~~cashless~~view ~~exercise~~to ofresale ~~the~~or ~~warrants~~profit ~~they~~from ~~hold~~their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

~~The~~We ~~warrants~~do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may ~~become~~only ~~exercisable~~be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and ~~redeemable~~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 ~~security~~merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Our initial public offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares 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, (B) with respect to any other ~~than~~provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, and ~~you~~(iii) the ~~will~~redemption of our public shares if we have not consummated an initial business within 24 months from the closing of our initial public offering. 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 ~~any~~not ~~information~~allotted ~~regarding~~funds ~~such~~and ~~other~~may ~~security~~hinder atour ~~this~~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 and our warrants will expire worthless.

In46 certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within twenty business days of the closing of an initial business combination.

one-to-oneTable of Contents

~~Our~~Changes ~~amended~~in ~~and~~laws ~~restated~~or ~~memorandum~~regulations, ~~and~~or ~~articles~~a offailure ~~association will authorize the issuance of up~~ to ~~200,000,000~~comply ~~Class A~~with ~~ordinary~~any ~~shares,~~laws ~~par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share,~~ and 1regulations,~~000,000~~ ~~preference~~may ~~shares,~~adversely ~~par~~affect ~~value $0.0001 per share. Immediately after~~ our ~~intial public offering~~business, ~~there~~including ~~were~~our ~~113,019,167~~ability ~~and~~to ~~4,762,500~~negotiate ~~authorized but unissued Class A ordinary shares~~ and ~~Class B~~complete ordinary shares, respectively, available for issuance which amount includes shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B ordinary shares, if any. The Class B ordinary shares are automatically convertible into Class A ordinary shares at the time of our initial business combination ~~as described herein~~ and inresults ~~our amended and restated memorandum and articles~~ of ~~association~~operations. ~~Immediately after our initial public offering offering, there will be no preference shares issued and outstanding.~~

~~one-~~We are subject to~~-one~~ 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 be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of our operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination and results of operations.

41On March 30, 2022, the SEC issued proposed rules (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These 2022 Proposed Rules, if adopted, whether in the form proposed or in revised form, and certain positions and legal conclusions expressed by the SEC in connection with the 2022 Proposed Rules may materially adversely affect our ability to negotiate and complete our Business Combination and may increase the costs and time related thereto.

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

~~memorandum~~If ~~and~~we ~~articles~~are offorced ~~association~~to ~~provides,~~enter ~~among~~into ~~other~~an ~~things~~insolvent liquidation, ~~that~~any ~~prior~~distributions toreceived ~~the~~by ~~completion~~shareholders ofcould ~~our~~be ~~initial~~viewed ~~business~~as ~~combination,~~an weunlawful ~~may~~payment ~~not~~if ~~issue~~it ~~additional~~was ~~shares~~proved that ~~would~~immediately ~~entitle~~following the ~~holders~~date ~~thereof~~on towhich ~~(i) receive~~the ~~funds~~distribution ~~from~~was ~~the~~made, ~~trust~~we ~~account~~were orunable ~~(ii) vote~~to onpay ~~any~~our ~~initial~~debts ~~business~~as ~~combination~~they orfall ondue ~~any~~in ~~other~~the ~~proposal~~ordinary ~~presented~~course toof ~~shareholders~~business. ~~prior~~As toa orresult, ina ~~connection~~liquidator ~~with~~could ~~the~~seek ~~completion~~to ofrecover ansome ~~initial~~or ~~business~~all ~~combination.~~amounts ~~These~~received ~~provisions~~by ofour shareholders. Furthermore, our ~~amended~~directors ~~and~~may ~~restated~~be ~~memorandum~~viewed ~~and~~as ~~articles~~having ofbreached ~~association,~~their ~~like~~fiduciary ~~all~~duties ~~provisions~~to ofus or our ~~amended~~creditors and/or ~~restated~~may ~~memorandum~~have acted in bad faith, thereby exposing themselves and ~~articles~~our ofcompany ~~association~~to claims, ~~may~~by bepaying ~~amended~~public ~~with~~shareholders afrom ~~shareholder~~the ~~vote.~~trust ~~The~~account ~~issuance~~prior ofto ~~additional~~addressing ~~ordinary~~the orclaims ~~preference~~of ~~shares:~~creditors.

•Claims may ~~significantly~~be ~~dilute~~brought ~~the~~against ~~equity~~us ~~interest~~for ofthese ~~investors~~reasons. inWe and our ~~initial~~directors ~~public~~and ~~offering,~~officers ~~which~~who ~~dilution~~knowingly ~~would~~and ~~increase~~willfully ifauthorized ~~the~~or ~~anti-dilution~~permitted ~~provisions~~any indistribution ~~the~~to ~~Class~~be Bpaid ~~ordinary~~out ~~shares~~of ~~resulted~~our share premium account while we were unable to pay our debts as they fall due in the ~~issuance~~ordinary course of ~~Class~~business Awould ~~ordinary~~be ~~shares~~guilty onof aan ~~greater~~offence ~~than~~and ~~one-to-one~~may ~~basis~~be ~~upon~~liable ~~conversion~~for a fine of ~~the~~$18,292.68 ~~Class~~and Bimprisonment ~~ordinary~~for ~~shares;~~five years in the Cayman Islands.

•Compliance ~~may~~obligations ~~subordinate~~under the ~~rights~~Sarbanes-Oxley ofAct ~~holders~~may ofmake ~~Class~~it Amore ~~ordinary~~difficult ~~shares~~for ifus ~~preference~~to ~~shares~~effectuate ~~are~~a ~~issued~~business ~~with~~combination, ~~rights~~require ~~senior~~substantial tofinancial ~~those~~and ~~afforded~~management ~~our~~resources, ~~Class~~and Aincrease ~~ordinary~~the ~~shares;~~time and costs of completing an acquisition.

•Section 404 ~~could~~of ~~cause~~the aSarbanes-Oxley ~~change~~Act inrequires ~~control~~that ifwe aevaluate ~~substantial~~and ~~number~~report on our system of internal controls beginning with our ~~Class~~Annual AReport ~~ordinary~~on ~~shares~~Form ~~are~~10-K ~~issued,~~for ~~which~~the ~~may~~year ~~affect~~ending December 31, ~~among~~2022. ~~other~~Only ~~things~~in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, ~~our~~will ~~ability~~we be required to ~~use~~comply with the independent registered public accounting firm attestation requirement on our ~~net~~internal ~~operating~~control ~~loss~~over ~~carry~~financial ~~forwards,~~reporting. ifThe ~~any,~~fact ~~and~~that ~~could~~we ~~result~~are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the ~~resignation~~provisions orof ~~removal~~the Sarbanes-Oxley Act regarding adequacy of ~~our~~its ~~present~~internal ~~officers~~controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and ~~directors;~~costs necessary to complete any such acquisition.

•We may ~~have~~be ~~the effect of delaying or preventing~~ a ~~change~~passive offoreign ~~control~~investment ofcompany, usor by“PFIC,” ~~diluting~~which ~~the~~could ~~share~~result ~~ownership~~in oradverse ~~voting~~U.S. ~~rights~~federal ofincome atax ~~person~~consequences ~~seeking~~ to ~~obtain~~U.S. ~~control~~investors. ~~of us;~~

•If ~~may~~we ~~adversely~~are ~~affect~~a ~~prevailing~~PFIC ~~market~~for ~~prices~~any ~~for~~taxable ~~our~~year ~~units,~~(or ~~Class~~portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of the prospectus captioned “Taxation—U.S. Federal Income Tax Considerations”) of our Class A ordinary shares ~~and/~~or warrants;, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances the application of the start-up exception 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 (and, in the case of the start-up exception, potentially not until after the two taxable years following our current 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, we will endeavor to provide to a U.S. Holder such information as

•47 ~~may not result in adjustment to the exercise price of our warrants.~~

OurTable initialof shareholders may receive additional Class A ordinary shares if we issue shares to consummate an initial business combination. Contents

~~as-converted~~the Internal Revenue Service (the “IRS”) may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their tax advisors regarding the possible application of the PFIC rules.

~~The~~We ~~grant of registration rights to our initial shareholders~~ may ~~make~~reincorporate itin ~~more~~another ~~difficult~~jurisdiction toin ~~complete~~connection with our initial business combination, and ~~the future exercise of~~ such ~~rights~~reincorporation may ~~adversely~~result ~~affect~~in ~~the~~taxes ~~market~~imposed ~~price~~on ~~of our Class A ordinary shares~~shareholders.

~~Pursuant~~We tomay, anin ~~agreement~~connection ~~to be entered into concurrently~~ with ~~the issuance and sale of the securities in~~ our initial ~~public~~business ~~offering,~~combination ~~our initial shareholders,~~ and ~~their~~subject ~~permitted~~to ~~transferees~~requisite ~~can~~shareholder ~~demand~~approval ~~that~~under ~~we register~~ the ~~Class A~~Companies ~~ordinary~~Act, ~~shares~~reincorporate ~~into~~in ~~which founder shares are convertible,~~ the ~~private~~jurisdiction ~~placement~~in ~~warrants~~which ~~and~~ the ~~Class A~~target ~~ordinary~~company ~~shares~~or ~~issuable~~business ~~upon~~is ~~exercise~~located ofor ~~the~~in ~~private~~another ~~placement~~jurisdiction. ~~warrants,~~The ~~and~~transaction ~~warrants that~~ may berequire ~~issued~~a ~~upon~~shareholder ~~conversion~~or ofwarrantholder ~~working~~to ~~capital~~recognize ~~loans~~taxable ~~and~~income in the ~~Class A~~jurisdiction ~~ordinary~~in ~~shares~~which ~~issuable~~the ~~upon~~shareholder ~~conversion~~or ofwarrantholder ~~such~~is ~~warrants. The registration and availability of such~~ a ~~significant~~tax ~~number~~resident ofor ~~securities for trading~~ in ~~the~~which ~~public~~its ~~market~~members ~~may~~are ~~have~~resident anif ~~adverse~~it ~~effect~~is ona ~~the~~tax ~~market~~transparent ~~price of our Class A ordinary shares~~entity. InWe ~~addition,~~do ~~the~~not ~~existence~~intend ofto ~~the registration rights may~~ make ~~our~~any ~~initial~~cash ~~business~~distributions ~~combination~~to ~~more~~shareholders ~~costly~~ or ~~difficult~~warrantholders to ~~conclude.~~pay ~~This~~such istaxes. ~~because~~Shareholders ~~the~~or ~~shareholders~~warrantholders ~~of the target business~~ may ~~increase~~be ~~the~~subject ~~equity~~to ~~stake~~withholding ~~they~~taxes ~~seek in the combined entity~~ or ~~ask~~other ~~for~~taxes ~~more~~with ~~cash~~respect ~~consideration~~ to ~~offset~~their ~~the~~ownership ~~negative impact on the market price~~ of ~~our~~us ~~securities~~after ~~that is expected when~~ the ~~securities owned by our initial shareholders or their permitted transferees are registered for resale~~reincorporation.

42We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

~~Table~~We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of ~~Contents~~investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from seeking a business combination target.

~~Resources~~Moreover, ~~could~~because bethese ~~wasted~~laws, inregulations ~~researching~~and ~~acquisitions~~standards ~~that~~ are ~~not~~subject ~~completed~~to varying interpretations, ~~which~~their ~~could~~application ~~materially~~in ~~adversely~~practice ~~affect~~may ~~subsequent~~evolve ~~attempts~~over totime ~~locate~~as ~~and~~new ~~acquire~~guidance orbecomes ~~merge~~available. ~~with~~This ~~another~~evolution ~~business.~~may Ifresult wein docontinuing ~~not~~uncertainty ~~complete~~regarding ~~our~~compliance ~~initial~~matters ~~business~~and ~~combination~~additional ~~within~~costs ~~the~~necessitated ~~required~~by ~~time~~ongoing ~~period,~~revisions to our ~~public~~disclosure ~~shareholders~~and ~~may~~governance ~~receive~~practices. ~~only~~If ~~approximately~~we ~~$10.00~~fail ~~per~~to ~~public~~address ~~share,~~and orcomply ~~less~~with inthese ~~certain~~regulations ~~circumstances,~~and onany ~~the~~subsequent ~~liquidation~~changes, ofwe ~~our~~may ~~trust~~be ~~account~~subject to penalty and our ~~warrants~~business ~~will~~may ~~expire~~be ~~worthless~~harmed.

We ~~anticipate~~are ~~that~~an ~~the~~emerging ~~investigation~~growth ofcompany ~~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~~smaller ~~initial~~reporting ~~business~~company ~~combination,~~within the ~~costs~~meaning ~~incurred~~of ~~up to that point for~~ the ~~proposed~~Securities ~~transaction likely would not be recoverable. Furthermore~~Act, and if we ~~reach~~take anadvantage ~~agreement~~of ~~relating~~certain toexemptions afrom ~~specific~~disclosure ~~target~~requirements ~~business,~~available ~~we may fail~~ to ~~complete~~“emerging ~~our~~growth ~~initial~~companies” ~~business~~or ~~combination~~“smaller ~~for~~reporting ~~any~~companies,” ~~number~~this ofcould ~~reasons~~make ~~including those beyond~~ our ~~control.~~securities ~~Any~~less ~~such~~attractive ~~event will result in a loss~~ to usinvestors ofand ~~the~~may ~~related~~make ~~costs~~it ~~incurred~~more ~~which~~difficult ~~could materially adversely affect subsequent attempts~~ to ~~locate~~compare ~~and~~our ~~acquire~~performance ~~or merge~~ with ~~another~~other ~~business. If we do not complete our initial business combination within the required time period, our~~ public ~~shareholders may receive only approximately $10~~companies.00 ~~per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.~~

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

~~Although~~Further, weSection 102(b)(1) ~~have~~of nothe ~~commitments~~JOBS asAct ofexempts ~~the~~emerging ~~date~~growth ofcompanies ~~the~~from ~~prospectus~~being required to ~~issue~~comply ~~any~~with ~~notes~~new or ~~other~~revised ~~debt~~financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or todo ~~otherwise~~not ~~incur~~have ~~debt~~a ~~following~~class ~~our~~of ~~initial~~securities ~~public~~registered ~~offering,~~under wethe ~~may~~Exchange ~~choose~~Act) are required to ~~incur~~comply ~~substantial~~with ~~debt~~the tonew ~~complete~~or ~~our~~revised ~~initial~~financial ~~business~~accounting ~~combination~~standards. WeThe JOBS Act provides that a company can elect to opt out of the extended transition period and ~~our~~comply ~~officers~~with ~~have~~the ~~agreed~~requirements that weapply ~~will~~to ~~not~~non-emerging ~~incur~~growth companies but any ~~indebtedness~~such ~~unless~~an weelection to opt out is irrevocable. We have ~~obtained~~elected ~~from~~not ~~the~~to ~~lender~~opt out of such extended transition period which means that when a ~~waiver~~standard ofis ~~any~~issued ~~right~~or revised and it has different application dates for public or private companies, ~~title~~we, ~~interest~~as oran ~~claim~~emerging ofgrowth ~~any~~company, ~~kind~~can inadopt the new or torevised standard at the ~~monies~~time ~~held~~private incompanies adopt the ~~trust~~new ~~account~~or revised standard. AsThis ~~such,~~may nomake ~~issuance~~comparison of ~~debt~~our ~~will~~financial ~~affect~~statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the ~~per~~extended ~~share~~transition ~~amount~~period ~~available~~difficult ~~for~~or ~~redemption~~impossible ~~from~~because of the ~~trust~~potential ~~account~~differences in accounting standards used.

~~Nevertheless,~~48 ~~the incurrence of debt could have a variety of negative effects, including:~~

•Table defaultof and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;Contents

•Additionally, ~~acceleration~~we are a “smaller reporting company” as defined in Item 10(f)(1) of ~~our~~Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, toincluding, ~~repay~~among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the ~~indebtedness~~last ~~even~~day ifof wethe ~~make~~fiscal ~~all~~year ~~principal~~in ~~and~~which ~~interest~~(1) the ~~payments~~market ~~when~~value ~~due~~of ifour weordinary ~~breach~~shares ~~certain~~held ~~covenants~~by ~~that~~non-affiliates ~~require~~exceeds $250 million as of the ~~maintenance~~end of ~~certain~~that ~~financial~~year’s ~~ratios~~second fiscal quarter, or ~~reserves~~(2) our ~~without~~annual arevenues ~~waiver~~exceeded or$100 million ~~renegotiation~~during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that ~~covenant;~~year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

•Because ~~our~~we ~~immediate~~are ~~payment~~incorporated ofunder ~~all~~the ~~principal~~laws ~~and~~of ~~accrued~~the ~~interest~~Cayman Islands, ifyou ~~any~~may face difficulties in protecting your interests, ifand your ability to protect your rights through the ~~debt~~U.S. isfederal ~~payable~~courts onmay ~~demand;~~be limited.

•We ~~our~~are ~~inability~~an toexempted ~~obtain~~company ~~necessary~~incorporated ~~additional~~under ~~financing~~the iflaws of the ~~debt~~Cayman ~~contains~~Islands. ~~covenants~~As ~~restricting~~a ~~our~~result, ~~ability~~it may be difficult for investors to ~~obtain~~effect ~~such~~service ~~financing~~of ~~while~~process within the ~~debt~~United isStates ~~outstanding;~~upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.

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

•Shareholders ~~using~~of aCayman ~~substantial~~Islands ~~portion~~exempted companies like the Company have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies. Our directors have discretion under our ~~cash~~amended ~~flow~~and restated memorandum and articles of association to ~~pay~~determine ~~principal~~whether or not, and ~~interest~~under onwhat conditions, our ~~debt~~corporate records may be inspected by our shareholders, ~~which~~but ~~will~~are ~~reduce~~not ~~the~~obliged ~~funds~~to make them available to our shareholders. This may make it more difficult for ~~dividends~~you onto ~~our~~obtain ~~Class~~the Ainformation ~~ordinary~~needed ~~shares~~to ifestablish ~~declared,~~any ~~expenses,~~facts ~~capital~~necessary ~~expenditures,~~for ~~acquisitions~~a ~~and~~shareholder motion or to solicit proxies from other ~~general~~shareholders ~~corporate~~in ~~purposes;~~connection with a proxy contest.

•We ~~limitations~~have onbeen advised by Maples and Calder, our ~~flexibility~~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 ~~planning~~original ~~for~~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 ~~reacting~~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 ~~changes~~pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in ~~our~~the ~~business~~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 ~~industry~~same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which weis, ~~operate;~~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.

•49 ~~increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation, including interest rate changes; and~~

•Table limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.Contents

WeAs ~~may~~a ~~redeem~~result ~~your~~of ~~unexpired~~all ~~warrants~~of ~~prior~~the toabove, public shareholders may have more difficulty in protecting their ~~exercise~~interests atin athe ~~time~~face ~~that~~of isactions ~~disadvantageous~~taken toby ~~you~~our founding team, ~~thereby~~members ~~making~~of ~~your~~the ~~warrants~~board ~~worthless~~of directors or controlling shareholders than they would as public shareholders of a United States company.

WeProvisions ~~have~~in ~~the~~our ~~ability~~amended toand ~~redeem~~restated ~~the~~memorandum ~~outstanding warrants at any time after they become exercisable~~ and ~~prior~~articles toof ~~their~~association ~~expiration,~~may atinhibit a ~~price~~takeover of $0.01 per warrant, if, among other things, the Reference Value equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by us, wewhich may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants as described above could ~~force~~limit ~~you to (i) exercise your warrants and pay~~ the ~~exercise~~ price ~~therefor~~investors atmight ~~a time when it may~~ be ~~disadvantageous~~willing ~~for you~~ to dopay ~~so,~~in ~~(ii) sell your warrants at~~ the ~~then-current~~future ~~market~~for ~~price~~our ~~when you might otherwise wish to hold your warrants or (iii)~~Class ~~accept~~A ~~the~~ordinary ~~nominal~~shares ~~redemption~~and ~~price~~could ~~which,~~entrench at the time the outstanding warrants are called for redemption, we expect would be substantially less than the Market Value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our ~~sponsors~~founding ~~or their permitted transferees~~team.

InOur ~~addition,~~amended weand ~~have~~restated ~~the~~memorandum ~~ability~~and toarticles ~~redeem~~of ~~the~~association ~~outstanding~~will ~~warrants~~contain atprovisions ~~any~~that ~~time~~may ~~after~~discourage ~~they~~unsolicited ~~become~~takeover ~~exercisable~~proposals ~~and~~that ~~prior~~shareholders may consider to be in their ~~expiration,~~best atinterests. These provisions will include a ~~price~~staggered board of ~~$0.10~~directors, ~~per~~the ~~warrant~~ability ~~if,~~of ~~among~~the ~~other~~board ~~things~~of directors to designate the terms of and issue new series of preference shares, and the ~~Reference~~fact ~~Value~~that ~~equals~~prior orto ~~exceeds~~the ~~$10.00~~completion ~~per~~of ~~share~~our ~~(as~~initial ~~adjusted~~business ~~for~~combination ~~stock~~only ~~splits,~~holders ~~stock~~of ~~dividends,~~our ~~rights~~Class B ~~issuances,~~ordinary ~~subdivisions~~shares, ~~reorganizations~~which have been issued to our sponsor, ~~recapitalizations~~are ~~and~~entitled ~~the~~to ~~like).~~vote Inon ~~such~~the aappointment ~~case~~of directors, which may make more difficult the ~~holders~~removal ~~will~~of beour ~~able~~founding toteam ~~exercise~~and ~~their~~may ~~warrants~~discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

43Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

~~Table~~We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of ~~Contents~~third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

~~prior~~Risks Relating to ~~redemption~~Our ~~for~~Sponsor, aFounding ~~number~~Team ~~of shares of our Class A ordinary shares determined based on the redemption date~~ and ~~the~~Their ~~fair~~Respective ~~market~~Affiliates value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 shares of our Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

~~Our~~Past ~~warrants~~performance ~~may~~by ~~have~~our ansponsor, ~~adverse~~founding ~~effect~~team onor ~~the~~their ~~market~~respective ~~price~~affiliates ofmay ~~our~~not ~~Class A~~be ~~ordinary~~indicative ~~shares~~of ~~and~~future ~~make~~performance itof ~~more~~an ~~difficult~~investment toin ~~effectuate our initial business combination~~us.

WeInformation ~~issued~~regarding ~~public~~performance ~~warrants to purchase 15~~by,~~237,500~~ ofor ~~our~~businesses ~~Class A~~associated ~~ordinary shares as part of the units offered by the prospectus and~~with, ~~simultaneously with the closing of~~ our ~~initial~~sponsor ~~public~~or ~~offering,~~its weaffiliates ~~issued~~is inpresented afor ~~private~~informational ~~placement~~purposes ~~10,793,333~~only. ~~private~~Any ~~placement~~past ~~warrants~~experience atof ~~$1.50~~and ~~per~~performance ~~warrant.~~by Inour ~~addition, if the~~ sponsor ~~makes~~or ~~any~~its ~~working capital loans~~affiliates, itis ~~may~~not ~~convert~~a upguarantee toeither: $(1~~,500,000~~) that ofwe ~~such~~will ~~loans~~be ~~into~~able up to ansuccessfully ~~additional~~identify ~~1,000,000~~a ~~private~~suitable ~~placement~~candidate ~~warrants,~~for atour ~~the~~initial ~~price~~business ofcombination; ~~$1.50~~or ~~per warrant. Our public warrants are also redeemable by us for Class~~(2) Aof ~~ordinary~~any ~~shares~~results aswith ~~described~~respect into ~~this~~any ~~Annual~~initial ~~Report.~~business Tocombination ~~the extent~~ we ~~issue~~may ~~ordinary~~consummate. ~~shares~~You toshould ~~effectuate~~not arely ~~business~~on ~~transaction,~~ the ~~potential~~historical ~~for~~record ~~the issuance~~ of aour ~~substantial~~sponsor ~~number~~or any of ~~additional~~its ~~Class A~~affiliates’ ~~ordinary~~as ~~shares~~indicative ~~upon exercise~~ of ~~these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase~~ the ~~number~~future performance of ~~issued~~an ~~and~~investment ~~outstanding~~in ~~Class A~~us ~~ordinary~~or ~~shares and reduce~~ the ~~value~~returns ofwe ~~the~~will, ~~Class A~~or ~~ordinary~~are ~~shares~~likely ~~issued~~ to, ~~complete~~generate ~~the~~going ~~business transaction~~forward. ~~Therefore,~~None of our ~~warrants~~sponsor, ~~may~~officers ~~make~~or itdirectors ~~more~~has ~~difficult~~had toexperience ~~effectuate~~with a ~~business~~blank ~~transaction~~check company or ~~increase~~special ~~the~~purpose ~~cost~~acquisition ofcompany ~~acquiring~~in the ~~target business~~past.

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

~~one-fourth~~It 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.

~~one-fourth~~In 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 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.

~~The~~50 determination of the offering price of our units and the size of our initial public offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company.

PriorTable to our initial public offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the underwriters. In determining the size of our initial public offering, our founding team held customary organizational meetings with the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of our initial public offering, prices and terms of the units, including the Class A ordinary shares and warrants underlying the units, include: Contents

•We ~~the~~are ~~history~~dependent ~~and~~upon ~~prospects~~our ofexecutive ~~companies~~officers ~~whose~~and ~~principal~~directors ~~business~~and istheir ~~the~~loss ~~acquisition~~could ofadversely ~~other~~affect ~~companies;~~our ~~prior~~ability ~~offerings~~to ofoperate. ~~those companies;~~

•Our operations are dependent upon a relatively small group of individuals and, in particular, our ~~prospects~~executive ~~for~~officers ~~acquiring~~and andirectors. ~~operating~~We ~~business~~believe that our success depends on the continued service of our officers and directors, at ~~attractive~~least ~~values;~~until awe ~~review~~have completed our initial business combination. In addition, our executive officers and directors are not required to commit any specified amount of ~~debt-~~time to~~-equity~~ ~~ratios~~our affairs and, accordingly, will have conflicts of interest in ~~leveraged~~allocating ~~transactions;~~their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or 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 ability to successfully effect our ~~capital~~initial ~~structure;~~business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

•Our anability ~~assessment~~to successfully effect our initial business combination is dependent upon the efforts of our ~~founding~~key ~~team~~personnel. ~~and~~The ~~their~~role ~~experience~~of our key personnel in ~~identifying~~the ~~operating~~target ~~companies;~~business, ~~general~~however, ~~conditions~~cannot presently be ascertained. Although some of our key personnel may remain with the ~~securities~~target ~~markets~~business atin senior management or advisory positions following our initial business combination, it is likely that some or all of the ~~time~~management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial ~~public~~business ~~offering;~~combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

•Our ~~other~~key ~~factors~~personnel may negotiate employment 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 ~~were~~a ~~deemed~~result, ~~relevant~~may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

~~Although~~Our ~~these~~key ~~factors~~personnel ~~were~~may ~~considered,~~be able to remain with our company after the ~~determination~~completion of our ~~offering~~initial ~~price~~business iscombination ~~more~~only ~~arbitrary~~if ~~than~~they are able to negotiate employment or consulting agreements in connection with the ~~pricing~~business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of anthe ~~operating~~business ~~company~~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 ~~particular~~target ~~industry~~business. ~~since~~In weaddition, ~~have~~pursuant noto ~~historical~~an ~~operations~~agreement entered into on or ~~financial~~prior ~~results~~to the closing of our initial public offering, 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.

44We 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.

~~Table~~When evaluating the desirability of ~~Contents~~effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities following 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.

~~There~~The isofficers ~~currently~~and nodirectors ~~market~~of ~~for~~an ~~our~~acquisition ~~securities~~candidate ~~and~~may aresign ~~market~~upon ~~for~~completion of our ~~securities~~initial ~~may~~business ~~not~~combination. ~~develop,~~The ~~which~~loss ~~would~~of ~~adversely~~a ~~affect~~business combination target’s key personnel could negatively impact the ~~liquidity~~operations and ~~price~~profitability of our ~~securities~~post-combination business.

~~COVID-19~~The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

~~Risks~~51 ~~Relating to Regulatory Compliance Requirements~~

IfTable weof 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. Contents

IfOur weexecutive ~~are~~officers ~~deemed~~and directors will allocate their time to beother anbusinesses ~~investment~~thereby ~~company~~causing ~~under~~conflicts ~~the~~of ~~Investment~~interest ~~Company~~in ~~Act,~~their determination as to how much time to devote to our ~~activities~~affairs. ~~may~~This beconflict ~~restricted,~~of ~~including:~~interest could have a negative impact on our ability to complete our initial business combination.

•Our ~~restrictions~~executive onofficers 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 ~~nature~~completion of our ~~investments;~~initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our executive officers’ and directors’ other business affairs, please see “Item 10. Directors, Executive Officers and Corporate Governance.” and “Item 13. Certain Relationships and Related Transactions, and Director Independence.”

•Our ~~restrictions~~officers onand ~~the~~directors ~~issuance~~presently have, and any of ~~securities~~them in the future may have additional, ~~each~~fiduciary ofor ~~which~~contractual obligations to other entities, including another blank check company, and, accordingly, may ~~make~~have itconflicts ~~difficult~~of ~~for~~interest usin determining to ~~complete~~which ~~our~~entity ~~initial~~a particular business ~~combination~~opportunity should be presented.

InFollowing ~~addition~~the completion of our initial public offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may have, ~~imposed~~additional ~~upon~~fiduciary usor ~~burdensome~~contractual ~~requirements~~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, ~~including:~~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.

•In ~~registration~~addition, our sponsor and our directors and officers are, and may in the future become affiliated with other public blank check companies that may have acquisition objectives that are similar to ours. For example, our sponsor has also incorporated Elliott Opportunity I Corp., a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting its own initial business combination. Jesse Cohn and Gordon Singer are co-Chairmen of the Board of Directors, David Kerko and Isaac Kim are co-Chief Executive Officers, and Steven Barg is the Chief Financial Officer of Elliott Opportunity I Corp. Each of our other officers is an ~~investment~~officer of Elliott Opportunity I Corp., and each of the foregoing owe fiduciary duties under Cayman Islands law to Elliott Opportunity I Corp. While we expect that the determination of whether to present a particular business opportunity to us or to another blank check company affiliated with our sponsor will be made based on the ~~SEC;~~amount of capital needed to consummate such business opportunity and the size of the relevant blank check company, such determination will be made by our sponsor and our directors and officers in their sole discretion, subject to their applicable 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 such other blank check companies, prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our sponsor and directors and officers and their respective affiliates are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Moreover, certain of our directors and officers have time and attention requirements for investment funds of which affiliates of our sponsor are the investment managers.

•Our ~~adoption~~directors and officers also may become aware of abusiness ~~specific~~opportunities ~~form~~which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties, including Elliott Opportunity I Corp. Accordingly, they may have conflicts of ~~corporate~~interest ~~structure;~~in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to other entities prior to its presentation to us, subject to our directors’ and officers’ fiduciary duties under Cayman Islands law.

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

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

~~2a-7~~Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

~~pre-initial~~For a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Item 10. Directors, Executive Officers and Corporate Governance.” and “Item 13. Certain Relationships and Related Transactions, and Director Independence.”

45Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

~~Table~~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 ~~Contents~~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, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

~~Changes~~The personal and financial interests of our directors and officers may influence their motivation in ~~laws~~timely oridentifying ~~regulations,~~and orselecting a ~~failure~~target tobusiness ~~comply~~and ~~with~~completing ~~any~~a ~~laws~~business ~~and~~combination. ~~regulations~~Consequently, ~~may~~our ~~adversely~~directors’ ~~affect~~and ~~our~~officers’ discretion in identifying and selecting a suitable target business, ~~including~~may ~~our~~result ~~ability~~in toa ~~negotiate~~conflict of interest when determining whether the terms, conditions and ~~complete~~timing ~~our~~of ~~initial~~a particular business combination, are appropriate and ~~results~~in our shareholders’ best interest. If this were the case, it would be a breach of ~~operations~~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.

We ~~are~~may ~~subject~~acquire toa ~~laws~~target ~~and~~business ~~regulations~~through ~~enacted~~an byAffiliated ~~national,~~Joint ~~regional~~Acquisition ~~and local governments. In particular, we will be required to comply~~ with ~~certain~~one ~~SEC~~or ~~and~~more ~~other~~affiliates ~~legal requirements. Compliance with, and monitoring~~ of, ~~applicable~~Elliott ~~laws~~ and/or ~~regulations~~one ~~may~~or bemore ~~difficult,~~investors ~~time~~in ~~consuming~~the ~~and costly~~Funds. ~~Those~~Any ~~laws~~such ~~and~~acquisition ~~regulations and their interpretation and application~~ may ~~also~~result ~~change~~in ~~from~~conflicts ~~time to time and those changes could have a material adverse effect on our business, investments and results~~ of ~~operations.~~interest Inas ~~addition,~~well ~~a failure to comply with applicable laws or regulations,~~ as ~~interpreted~~dilutive ~~and~~issuances ~~applied,~~of ~~could have a material adverse effect on~~ our ~~business, including our ability to negotiate and complete our initial business combination, and results of operations~~securities.

~~Our~~We ~~shareholders~~ may bepursue ~~held~~an ~~liable~~Affiliated ~~for~~Joint ~~claims~~Acquisition byopportunity ~~third~~with an entity affiliated with Elliott and/or one or more investors in the Funds. Any such parties ~~against~~may co-invest with us toin the ~~extent~~target business at the time of ~~distributions~~our ~~received~~initial business combination, or we could raise additional proceeds to complete the acquisition by ~~them~~making ~~upon~~a ~~redemption~~specified offuture issuance to any such parties. Accordingly, such persons or entities may have a conflict between their ~~shares~~interests and ours. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so.

IfIn weaddition, ~~are~~any ~~forced~~specified tofuture ~~enter~~issuance ~~into~~in connection with an ~~insolvent~~Affiliated ~~liquidation,~~Joint ~~any~~Acquisition ~~distributions~~would ~~received~~trigger bythe ~~shareholders~~anti-dilution ~~could~~provisions beof ~~viewed~~our asClass B ordinary shares, which, unless waived, would result in an ~~unlawful~~adjustment ~~payment~~to ifthe itconversion ~~was~~ratio ~~proved~~of our Class B ordinary shares such that ~~immediately~~our ~~following~~initial ~~the~~shareholders ~~date~~and ontheir ~~which~~permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the ~~distribution~~sum ~~was~~of ~~made,~~the wetotal ~~were~~number ~~unable~~of toall ~~pay~~ordinary shares issued and outstanding upon completion of our ~~debts~~initial aspublic ~~they~~offering ~~fall~~plus ~~due~~all shares issued in the ~~ordinary~~specified ~~course~~future issuance. They may waive such specified future issuance due to (but not limited to) the following: (i) closing conditions which are part of the initial business. Ascombination; a(ii) during ~~result,~~negotiations awith ~~liquidator~~Class A ~~could~~shareholders ~~seek~~on tostructuring ~~recover~~an ~~some~~initial business combination; (iii) during negotiations with parties providing financing which would trigger the anti-dilution provisions of the Class B ordinary shares; or ~~all~~(iv) as ~~amounts~~part ~~received~~of bythe ~~our~~Affiliated ~~shareholders~~Joint Acquisition. ~~Furthermore,~~We cannot determine at this time whether a majority of the holders of our ~~directors~~Class B ~~may~~ordinary beshares ~~viewed~~at asthe ~~having~~time ~~breached~~of ~~their~~any ~~fiduciary~~such ~~duties~~specified future issuance would agree to uswaive orsuch ~~our~~adjustment ~~creditors~~to ~~and/or~~the ~~may~~conversion ~~have~~ratio. ~~acted~~If insuch ~~bad~~adjustment ~~faith~~is not waived, ~~thereby~~the ~~exposing~~specified ~~themselves~~future ~~and~~issuance would not reduce the percentage ownership of holders of our ~~company~~Class B toordinary ~~claims~~shares, bybut ~~paying~~would ~~public~~reduce ~~shareholders~~the ~~from~~percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the ~~trust~~specified ~~account~~future ~~prior~~issuance towould ~~addressing~~reduce the ~~claims~~percentage ownership of ~~creditors~~holders of both classes of our ordinary shares.

~~Claims~~53 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.

ComplianceTable 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 completing an acquisition. Contents

~~10-K~~We 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.

WeIn light of the involvement of our sponsor, executive officers and directors with other entities, we may bedecide ato ~~passive~~acquire ~~foreign~~one ~~investment~~or ~~company~~more businesses affiliated with our sponsor, executive officers, directors or ~~“PFIC~~initial shareholders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under “Management—Conflicts of Interest.” ~~which~~Our ~~could~~sponsor ~~result~~and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in ~~adverse~~which Uwe are seeking an initial business combination.S Such entities, including Elliott Opportunity I Corp., ~~federal~~may ~~income~~compete ~~tax~~with ~~consequences~~us tofor Ubusiness combination opportunities.S. ~~investors~~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.

~~start-up~~Although we will not be specifically focusing on, or pursuing, 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 this Annual Report 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 an independent valuation or accounting firm 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.

~~start-up~~Our sponsor paid an aggregate of $25,000 for the founder shares, or approximately $0.002 per founder share. As a result of this low initial price, our sponsor and members of our board of directors stand to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our public shareholders.

~~start~~As a result of the low acquisition cost of our founder shares, our sponsor and members of our board of directors could make a substantial profit even if we select and consummate an initial business combination with an acquisition target that subsequently declines in value or is unprofitable for our public shareholders. Thus, such parties may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-upperforming or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their founder shares.

~~start-up~~Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or 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.

46On February 1, 2021 our initial shareholders paid $25,000, or approximately $0.002 per share, to cover for certain offering costs in consideration for which they received 14,375,000 founder shares. On June 28, 2021, the Company issued an additional 862,500 shares in connection with the increase in the size of the offering, resulting in an aggregate of 15,237,500 founder shares issued and outstanding. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination and our sponsor and members of our board of directors acquired founder shares for approximately $0.002 per share and we offered units at a price of $10.00 per unit in our initial public offering; as a result, our sponsor and members of our board of directors could make a substantial profit after the initial business combination even if public investors experience substantial losses 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. In addition, our sponsor has purchased, pursuant to a written agreement, 10,793,333 private placement warrants, at a purchase price of $16,190,000, in a private placement that closed simultaneously with the closing of our initial public offering. If we do not consummate an initial business within 24 months from the closing of our initial public offering, the private placement warrants (and the underlying securities) will expire worthless. The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 24-month anniversary of the closing of our initial public offering nears, which is the deadline for our consummation of an initial business combination.

~~Table~~54 ~~of Contents~~

theTable Internal Revenue Service (the “IRS”) may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their tax advisors regarding the possible application of the PFIC rules. Contents

WeCertain ~~may~~of ~~reincorporate~~our directors hold interests in ~~another~~our ~~jurisdiction~~sponsor that represent, in ~~connection~~the ~~with~~aggregate, ~~our~~an indirect economic interest in 650,000 Class B ordinary shares. All of such securities would be worthless if we do not complete an initial business combination within the required time period and our directors acquired such ~~reincorporation~~indirect ~~may~~economic interests for approximately $0.001 per share and we offered units at a price of $10.00 per unit in our initial public offering; as a result, our directors could make a substantial profit after the initial business combination even if public investors experience substantial losses. As a result, the personal and financial interests of our directors may influence their motivation in ~~taxes~~identifying ~~imposed~~and onselecting ~~shareholders~~a target business combination and completing an initial business combination, which 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.

WeOur ~~may,~~founding inteam ~~connection~~may ~~with~~not ~~our~~be ~~initial~~able ~~business combination and subject~~ to ~~requisite~~maintain ~~shareholder~~control ~~approval~~of ~~under~~a ~~the Companies Act, reincorporate in the jurisdiction in which the~~ target ~~company or~~ business isafter ~~located~~our orinitial inbusiness ~~another jurisdiction~~combination. ~~The~~Upon ~~transaction may require a shareholder or warrantholder to recognize taxable income in~~ the ~~jurisdiction~~loss inof ~~which~~control ~~the~~of ~~shareholder or warrantholder is~~ a ~~tax~~target ~~resident~~business, ornew inmanagement ~~which~~may ~~its members are resident if it is a tax transparent entity. We do~~ not ~~intend~~possess tothe ~~make~~skills, ~~any~~qualifications ~~cash distributions to shareholders~~ or ~~warrantholders~~abilities tonecessary ~~pay such taxes. Shareholders or warrantholders may be subject~~ to ~~withholding~~profitably ~~taxes~~operate orsuch ~~other taxes with respect to their ownership of us after the reincorporation~~business.

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

We ~~are~~may ~~subject~~engage toone ~~rules~~or ~~and~~more ~~regulations~~of byour ~~various~~underwriters ~~governing~~or ~~bodies,~~one ~~including,~~of ~~for~~their ~~example,~~respective ~~the~~affiliates ~~SEC~~to provide additional services to us after our initial public offering, which ~~are~~may ~~charged~~include acting as financial advisor in connection with ~~the~~an ~~protection~~initial ofbusiness ~~investors~~combination ~~and~~or ~~the~~as ~~oversight~~placement ofagent ~~companies~~in ~~whose~~connection ~~securities~~with ~~are~~a ~~publicly~~related ~~traded,~~financing ~~and~~transaction. Our underwriters are entitled to ~~new~~receive ~~and~~deferred ~~evolving~~underwriting ~~regulatory~~commissions ~~measures~~that ~~under~~will ~~applicable~~be ~~law.~~released ~~Our~~from ~~efforts~~the totrust ~~comply~~account ~~with~~only ~~new~~upon ~~and~~a ~~changing~~completion ~~laws~~of ~~and~~an ~~regulations~~initial business combination. These financial incentives may cause them to have ~~resulted~~potential conflicts of interest in ~~and~~rendering ~~are~~any ~~likely~~such toadditional ~~continue~~services to ~~result~~us ~~in,~~after ~~increased~~our ~~general~~initial ~~and~~public ~~administrative~~offering, ~~expenses~~including, ~~and~~for aexample, ~~diversion~~in ofconnection ~~management~~with ~~time~~the sourcing and ~~attention~~consummation ~~from~~of ~~seeking~~an ainitial business combination ~~target~~.

~~Moreover,~~We ~~because~~may ~~these~~engage ~~laws,~~one ~~regulations~~or ~~and~~more ~~standards~~of ~~are~~our ~~subject~~underwriters or one of their respective affiliates to ~~varying~~provide ~~interpretations~~additional services to us after our initial public offering, ~~their~~including, ~~application~~for inexample, ~~practice~~identifying ~~may~~potential ~~evolve~~targets, ~~over~~providing ~~time~~financial advisory services, acting as ~~new~~a ~~guidance~~placement ~~becomes~~agent ~~available.~~in ~~This~~a ~~evolution~~private offering or arranging debt financing transactions. We may ~~result~~pay insuch ~~continuing~~underwriter ~~uncertainty~~or ~~regarding~~its ~~compliance~~affiliate ~~matters~~fair and ~~additional~~reasonable ~~costs~~fees ~~necessitated~~or byother ~~ongoing~~compensation ~~revisions~~that towould ~~our~~be ~~disclosure~~determined ~~and~~at ~~governance~~that ~~practices.~~time Ifin wean ~~fail~~arm’s tolength ~~address~~negotiation; ~~and~~provided ~~comply~~that no agreement will be entered into with ~~these~~any ~~regulations~~of the underwriters or their respective affiliates and no fees or other compensation for such services will be paid to any ~~subsequent~~of ~~changes~~the underwriters or their respective affiliates prior to the date that is 60 days from the date of the prospectus, weunless ~~may~~FINRA determines that such payment would not be ~~subject~~deemed tounderwriters’ ~~penalty~~compensation ~~and~~in connection with our initial public offering. The underwriters are also entitled to receive deferred underwriting commissions that are conditioned on the completion of an initial business combination. The underwriters’ or their respective affiliates’ financial interests tied to the consummation of a business combination transaction may begive ~~harmed~~rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination.

We55 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.

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~~non-emerging~~Risks Relating to Corporate Governance

47We 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 will 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.

~~application~~In ~~dates~~order ~~for~~to ~~public~~effectuate oran ~~private~~initial ~~companies,~~business wecombination, asblank ancheck ~~emerging~~companies ~~growth company~~have, ~~can~~in ~~adopt~~ the ~~new~~recent orpast, ~~revised~~amended ~~standard~~various atprovisions ~~the~~of ~~time~~their ~~private~~charters ~~companies~~and ~~adopt~~other ~~the~~governing ~~new~~instruments, orincluding ~~revised~~their ~~standard~~warrant agreements. ~~This~~We may ~~make~~seek ~~comparison~~to ofamend our ~~financial~~amended ~~statements~~and ~~with~~restated ~~another~~memorandum ~~public~~and ~~company~~articles ~~which~~of isassociation ~~neither~~or angoverning ~~emerging~~instruments ~~growth~~in ~~company~~a ~~nor~~manner anthat ~~emerging~~will ~~growth~~make ~~company~~it ~~which~~easier ~~has~~for ~~opted~~us ~~out~~to ofcomplete ~~using~~our ~~the~~initial ~~extended~~business ~~transition~~combination ~~period~~that ~~difficult~~our orshareholders ~~impossible~~may ~~because~~not ~~of the potential differences in accounting standards used~~support.

SIn order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended the time to consummate a business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-Kthirds of our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant agreement will require a vote of holders of at least 65% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 65% of the number of the then outstanding private placement warrants (except for provisions of the warrant agreement enabling amendments without shareholder or warrant holder approval that are necessary in the good faith determination of our board of directors (taking into account then existing market precedents for initial public offerings of special purpose acquisition companies underwritten by bulge bracket investment banks) to allow for the warrants to be classified as equity in our financial statements (provided that any modifications or amendments that would (i) increase the warrant price, (ii) shorten the exercise period, (iii) change the anti-dilution provisions of section 4.3.2 of the warrant agreement, or (iv) change the registration provisions in section 7.4.1 of the warrant agreement shall require the approval of the warrantholders as described above)). In addition, our amended and restated memorandum and articles of association will 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 or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities.

~~non-affiliates~~56

non-affiliatesTable of Contents

~~Because~~The weprovisions ~~are~~of ~~incorporated~~our ~~under~~amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the ~~laws~~agreement governing the release of funds from our trust account) may be amended with the ~~Cayman~~approval ~~Islands~~of a special resolution which requires the approval of the holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, ~~you~~which ~~may~~is ~~face~~a ~~difficulties~~lower inamendment ~~protecting~~threshold ~~your~~than ~~interests~~that of some other blank check companies. It may be easier for us, therefore, to amend our amended and ~~your~~restated ~~ability~~memorandum toand ~~protect~~articles ~~your~~of ~~rights~~association ~~through~~to facilitate the ~~U.S.~~completion ~~federal~~of ~~courts~~an initial business combination that some of our shareholders may benot ~~limited~~support.

WeSome ~~are~~other anblank ~~exempted~~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 ~~incorporated~~pre-business ~~under~~combination activity, without approval by a certain percentage of the ~~laws~~company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the ~~Cayman~~company’s ~~Islands~~shareholders. AsOur amended and restated memorandum and articles of association provides that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of our initial public offering and the sale of the private placement warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a ~~result~~general meeting of the company, itand corresponding provisions of the trust agreement governing the release of funds from our trust account may be ~~difficult~~amended ~~for~~if ~~investors~~approved toby ~~effect~~holders ~~service~~of at least two-thirds of ~~process~~our ~~within~~ordinary shares who attend and vote at a general meeting of the ~~United~~company; ~~States~~provided ~~upon~~that the provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors or ~~executive~~to ~~officers~~continuation of our company in a jurisdiction outside the Cayman Islands prior to our initial business combination may only be amended by a special resolution passed by holders representing at least two-thirds of our issued and outstanding Class B ordinary shares. Our initial shareholders, and their permitted transferees, if any, who will collectively beneficially own, on an as-converted basis, 20% of our Class A ordinary shares upon the closing of our initial public offering, will participate in any vote to amend our amended and restated memorandum and articles of association and/or ~~enforce~~trust ~~judgments~~agreement ~~obtained~~and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the ~~United~~provisions ~~States~~of ~~courts~~our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our ~~directors~~amended orand ~~officers~~restated memorandum and articles of association.

Our ~~corporate~~sponsor, ~~affairs~~executive officers and ~~the~~directors ~~rights~~have ofagreed, ~~shareholders~~pursuant to a written agreement with us, that they will benot ~~governed~~propose byany amendment to our amended and restated memorandum and articles of association, ~~the~~(A) that ~~Companies~~would ~~Act~~modify ~~(as~~ the ~~same~~substance ~~may be supplemented~~ or ~~amended~~timing ~~from~~of ~~time~~our obligation to ~~time)~~provide ~~and~~holders ~~the~~of ~~common~~our ~~law~~Class A ofordinary shares the ~~Cayman~~right ~~Islands.~~to Wehave ~~will~~their ~~also~~shares beredeemed ~~subject~~in toconnection ~~the~~with ~~federal~~our ~~securities~~initial ~~laws~~business ofcombination ~~the~~or ~~United~~to ~~States.~~redeem ~~The~~100% ~~rights~~ of ~~shareholders~~our topublic ~~take~~shares ~~action~~if ~~against~~we ~~the~~do ~~directors,~~not ~~actions~~complete byour ~~minority~~initial ~~shareholders~~business ~~and~~combination ~~the~~within ~~fiduciary~~24 ~~responsibilities~~months offrom ~~our~~the ~~directors~~closing toof usour ~~under~~initial ~~Cayman~~public ~~Islands~~offering, ~~law~~or ~~are~~(B) with respect to aany ~~large~~other ~~extent~~provision ~~governed~~relating byto the ~~common~~rights ~~law~~ of ~~the~~holders ~~Cayman~~of ~~Islands.~~our ~~The~~Class A ~~common~~ordinary ~~law~~shares ofor ~~the~~pre-initial ~~Cayman~~business ~~Islands~~combination isactivity; ~~derived~~unless inwe ~~part~~provide ~~from~~our ~~comparatively~~public ~~limited~~shareholders ~~judicial~~with ~~precedent~~the inopportunity ~~the~~to ~~Cayman~~redeem ~~Islands~~their asClass A ~~well~~ordinary asshares ~~from~~upon ~~English~~approval ~~common~~of ~~law,~~any ~~the~~such ~~decisions~~amendment ofat ~~whose~~a ~~courts~~per-share ~~are~~price, ofpayable ~~persuasive~~in ~~authority~~cash, ~~but~~equal ~~are~~to ~~not~~the ~~binding~~aggregate onamount athen ~~court~~on deposit in the ~~Cayman~~trust ~~Islands.~~account, ~~The~~including ~~rights~~interest ofearned ~~our~~on ~~shareholders and~~ the ~~fiduciary~~funds ~~responsibilities~~held ofin ~~our~~the ~~directors~~trust ~~under~~account ~~Cayman~~and ~~Islands~~not ~~law~~previously ~~are~~released ~~different~~to ~~from~~us ~~what~~to ~~they~~pay ~~would~~our beincome ~~under~~taxes, ~~statutes~~if orany, ~~judicial~~divided ~~precedent~~by inthe ~~some~~number ~~jurisdictions~~of in the ~~United~~then-outstanding ~~States~~public shares. InOur ~~particular,~~shareholders ~~the~~are ~~Cayman~~not ~~Islands~~parties ~~has~~to, aor ~~different~~third-party ~~body~~beneficiaries of, ~~securities~~this ~~laws~~agreement and, as ~~compared~~a toresult, ~~the~~will ~~United~~not ~~States,~~have ~~and~~the ~~certain~~ability ~~states,~~to ~~such~~pursue asremedies ~~Delaware,~~against ~~may~~our ~~have~~sponsor, ~~more~~executive ~~fully~~officers ~~developed~~or ~~and~~directors ~~judicially~~for ~~interpreted~~any ~~bodies~~breach of ~~corporate~~this ~~law~~agreement. InAs ~~addition~~a result, ~~Cayman~~in ~~Islands~~the ~~companies~~event ~~may~~of ~~not~~a ~~have~~breach, ~~standing~~our shareholders would need to ~~initiate~~pursue a ~~shareholders~~shareholder derivative action, insubject ato ~~Federal~~applicable ~~court of the United States~~law.

Shareholders of Cayman Islands exempted companies like the Company have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies. Our ~~directors~~letter ~~have~~agreement ~~discretion~~with ~~under~~ our ~~amended~~sponsor, ~~and~~officers ~~restated memorandum~~ and ~~articles~~directors ~~of association to determine whether or not, and under what conditions, our corporate records~~ may be ~~inspected~~amended bywithout ~~our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a~~ shareholder ~~motion or to solicit proxies from other shareholders in connection with a proxy contest~~approval.

WeOur ~~have~~letter ~~been~~agreement ~~advised~~with ~~by Maples and Calder,~~ our ~~Cayman Islands legal counsel~~sponsor, ~~that~~officers ~~the~~and ~~courts~~directors ofcontains ~~the~~provisions ~~Cayman~~relating ~~Islands are unlikely (i)~~ to ~~recognize~~transfer orrestrictions ~~enforce against us judgments~~ of ~~courts~~our offounder ~~the~~shares ~~United~~and ~~States~~private ~~predicated~~placement ~~upon~~warrants, ~~the~~indemnification ~~civil liability provisions~~ of the ~~federal~~trust ~~securities~~account, ~~laws~~waiver of ~~the~~redemption ~~United~~rights ~~States or any state;~~ and ~~(ii)~~ participation in ~~original~~liquidating ~~actions~~distributions ~~brought~~from in the ~~Cayman~~trust ~~Islands,~~account. toThe ~~impose~~letter ~~liabilities~~agreement ~~against~~may usbe ~~predicated~~amended ~~upon~~without ~~the~~shareholder ~~civil~~approval ~~liability~~(although ~~provisions~~releasing of the ~~federal~~parties ~~securities~~from ~~laws of~~ the ~~United~~restriction ~~States~~not orto ~~any~~transfer ~~state, so far as~~ the ~~liabilities~~founder ~~imposed~~shares byfor ~~those~~185 ~~provisions~~days ~~are~~following ~~penal in nature. In those circumstances, although there is no statutory enforcement in~~ the ~~Cayman~~date ~~Islands~~ of ~~judgments obtained in~~ the ~~United~~prospectus ~~States,~~will ~~the~~require ~~courts of~~ the ~~Cayman~~prior ~~Islands~~written ~~will~~consent ~~recognize and enforce a foreign money judgment~~ of ~~a foreign court of competent jurisdiction without retrial on~~ the ~~merits~~underwriters). ~~based~~While onwe ~~the~~do ~~principle~~not ~~that~~expect aour ~~judgment~~board ofto aapprove ~~competent~~any ~~foreign~~amendment ~~court imposes upon the judgment debtor an obligation~~ to ~~pay~~ the ~~sum~~letter ~~for~~agreement ~~which~~prior ~~judgment has been given provided certain conditions are met. For a foreign judgment~~ to beour ~~enforced~~initial inbusiness ~~the Cayman Islands~~combination, ~~such~~it ~~judgment~~may ~~must~~ be ~~final~~possible ~~and~~that ~~conclusive~~our ~~and for a liquidated sum~~board, ~~and must not be~~ in ~~respect~~exercising ofits ~~taxes~~business ~~or a fine or penalty, inconsistent with a Cayman Islands~~ judgment inand ~~respect~~subject ofto ~~the~~its ~~same~~fiduciary ~~matter~~duties, ~~impeachable~~chooses onto ~~the~~approve ~~grounds~~one ~~of fraud~~ or ~~obtained~~more inamendments ato ~~manner, or be of a kind~~ the ~~enforcement~~letter ofagreement. ~~which~~Any ~~is,~~such ~~contrary~~amendments to ~~natural justice or~~ the ~~public~~letter ~~policy~~agreement ofwould ~~the~~not ~~Cayman~~require ~~Islands~~approval ~~(awards~~from ofour ~~punitive~~shareholders orand ~~multiple damages~~ may ~~well~~have bean ~~held~~adverse toeffect beon ~~contrary~~the tovalue ~~public~~of ~~policy).~~an Ainvestment ~~Cayman~~in ~~Islands~~our ~~Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere~~securities.

48We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we are unable to complete our initial business 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 and our warrants will expire worthless.

~~Table~~Although we believe that the net proceeds of ~~Contents~~our initial public offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business combination, because we have not yet selected any prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net

As57 a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our founding team, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

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

~~Our~~proceeds ~~amended~~of ~~and~~our ~~restated~~initial ~~memorandum~~public offering and ~~articles~~the sale of ~~association~~the ~~will~~private ~~contain~~placement ~~provisions~~warrants ~~that~~prove ~~may~~to ~~discourage~~be ~~unsolicited~~insufficient, ~~takeover~~either ~~proposals~~because ~~that~~of ~~shareholders~~the ~~may~~size ~~consider~~of toour beinitial inbusiness ~~their~~combination, ~~best~~the ~~interests.~~depletion ~~These~~of ~~provisions~~the ~~will~~available ~~include~~net aproceeds ~~staggered~~in ~~board~~search of ~~directors~~a target business, the ~~ability~~obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the ~~board~~terms of ~~directors~~negotiated transactions to ~~designate~~purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the ~~terms~~proposed ofbusiness ~~and~~combination. ~~issue~~Such ~~new~~financing ~~series~~may ofnot ~~preference~~be ~~shares~~available on acceptable terms, ~~and~~if at all. The current economic environment may make difficult for companies to obtain acquisition financing. To the ~~fact~~extent that ~~prior~~additional financing proves to ~~the~~be ~~completion~~unavailable ofwhen needed to complete our initial business combination, ~~only~~we ~~holders~~would ofbe 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 ~~Class B~~initial ~~ordinary~~business ~~shares,~~combination ~~which~~within ~~have~~the ~~been~~required ~~issued~~time toperiod, our ~~sponsor~~public shareholders may receive only approximately $10.00 per public share, ~~are~~or ~~entitled~~less toin ~~vote~~certain circumstances, on the ~~appointment~~liquidation of ~~directors~~our trust account and our warrants will expire worthless. In addition, ~~which~~even if we do not need additional financing to complete our initial business combination, we may ~~make~~require ~~more~~such ~~difficult~~financing to fund the ~~removal~~operations or growth of ~~our~~the ~~founding~~target ~~team~~business. ~~and~~The ~~may~~failure ~~discourage~~to ~~transactions~~secure ~~that~~additional ~~otherwise~~financing could ~~involve~~have ~~payment~~a material adverse effect on the continued development or growth of athe ~~premium~~target ~~over~~business. ~~prevailing~~None ~~market~~of ~~prices~~our ~~for~~officers, directors or shareholders is required to provide any financing to us in connection with or after our ~~securities~~initial business combination.

~~Cyber~~Our ~~incidents~~initial orshareholders ~~attacks~~control ~~directed~~a atsubstantial interest in us ~~could~~and ~~result~~thus inmay ~~information~~exert ~~theft,~~a ~~data~~substantial ~~corruption~~influence on actions requiring a shareholder vote, ~~operational~~potentially ~~disruption~~in ~~and/or~~a ~~financial~~manner ~~loss~~that you do not support.

WeUpon ~~depend~~the onclosing ~~digital~~of ~~technologies~~our initial public offering, ~~including~~our ~~information~~initial ~~systems~~shareholders owned, ~~infrastructure~~on ~~and~~an ~~cloud~~as-converted ~~applications~~basis, 20% of our issued and ~~services~~outstanding ordinary shares. Accordingly, ~~including~~they ~~those~~may ofexert ~~third~~a ~~parties~~substantial ~~with~~influence ~~which~~on weactions ~~may~~requiring ~~deal.~~a ~~Sophisticated~~shareholder ~~and~~vote, ~~deliberate~~potentially ~~attacks~~in ona manner that you do not support, orincluding ~~security~~amendments ~~breaches~~to our amended and restated memorandum and articles of association. If our initial shareholders purchases any units in, our ~~systems~~initial orpublic ~~infrastructure,~~offering or ~~the~~if ~~systems~~our orinitial ~~infrastructure~~shareholders ofpurchases ~~third~~any ~~parties~~additional orClass A ordinary shares in the ~~cloud~~aftermarket or in privately negotiated transactions, ~~could~~this ~~lead~~would increase their control. Neither our sponsor nor, to ~~corruption~~our orknowledge, ~~misappropriation~~any of our ~~assets~~officers or directors, ~~proprietary~~have ~~information~~any ~~and~~current ~~sensitive~~intention orto ~~confidential~~purchase ~~data.~~additional Assecurities, another ~~early~~than ~~stage~~as ~~company~~disclosed ~~without~~in ~~significant~~the ~~investments~~prospectus. Factors that would be considered in ~~data~~making ~~security~~such ~~protection~~additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, weour ~~may~~board ~~not~~of directors, whose members were elected by our sponsor, is and will be ~~sufficiently~~divided ~~protected~~into ~~against~~three ~~such~~classes, ~~occurrences~~each of which will generally serve for a term of three years with only one class of directors being elected in each year. We may not ~~have~~hold ~~sufficient~~an ~~resources~~annual general meeting to ~~adequately~~appoint ~~protect~~new ~~against,~~directors orprior to ~~investigate~~the ~~and~~completion ~~remediate~~of ~~any~~our ~~vulnerability~~initial tobusiness combination, ~~cyber~~in ~~incidents~~which case all of the current directors will continue in office until at least the completion of the business combination. ItIf there is ~~possible~~an ~~that~~annual ~~any~~general meeting, as a consequence of ~~these~~our ~~occurrences~~“staggered” board of directors, oronly a ~~combination~~minority of ~~them~~the board of directors will be considered for election and our sponsor, ~~could~~because of its ownership position, will control the outcome, as only holders of our Class B ordinary shares will have ~~adverse~~the ~~consequences~~right to vote on the election of directors and to remove directors and to continue our company in a jurisdiction outside the Cayman Islands prior to our initial business ~~and~~combination. ~~lead~~Accordingly, our sponsor will continue to ~~financial~~exert ~~loss~~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.

~~Risks~~We ~~Relating~~may amend the terms of the warrants in a manner that may be adverse to ~~Our~~holders ~~Sponsor~~of public warrants with the approval by the holders of at least 65% of the then-outstanding public warrants or for amendments necessary for the warrants to be classified as equity. As a result, ~~Founding~~the ~~Team~~exercise price of your warrants could be increased, the exercise period could be shortened and ~~Their~~the ~~Respective~~number ~~Affiliates~~of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

~~Past~~Our ~~performance~~warrants bywill ~~our~~be ~~sponsor~~issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, ~~founding~~as ~~team~~warrant agent, and us. The warrant agreement provides that (a) the terms of the warrants may be amended without the consent of any shareholder or ~~their~~warrantholder ~~respective~~for ~~affiliates~~the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in the prospectus, or defective provision, (ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not beadversely ~~indicative~~affect the rights of ~~future~~the ~~performance~~registered holders of anthe warrants under the warrant agreement or (iii) to make any amendments that are necessary in the good faith determination of our board of directors (taking into account then existing market precedents for initial public offerings of special purpose acquisition companies underwritten by bulge bracket investment banks) to allow for the warrants to be classified as equity in usour financial statements (provided that any modifications or amendments that would (i) increase the warrant price, (ii) shorten the exercise period, (iii) change the anti-dilution provisions of section 4.3.2 of the warrant agreement, or (iv) change the registration provisions in section 7.4.1 of the

~~Information~~58 regarding performance by, or businesses associated with, our sponsor or its affiliates is presented for informational purposes only. Any past experience of and performance by our sponsor or its affiliates, 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 sponsor or any of its affiliates’ as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. None of our sponsor, officers or directors has had experience with a blank check company or special purpose acquisition company in the past.

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

Itwarrant isagreement ~~possible~~shall require the approval of the warrantholders described in the following clause (b)) and (b) all other modifications or amendments require the vote or written consent of at least 65% of the then outstanding public warrants; provided that ~~after~~any ~~our~~amendment ~~initial~~that ~~business~~solely ~~combination~~affects the terms of the private placement warrants or any provision of the warrant agreement solely with respect to the private placement warrants will also require at least 65% of the then outstanding private placement warrants. Accordingly, we may amend the terms of the public warrants (i) in a ~~majority~~manner adverse to a holder if holders of ~~our~~at ~~directors~~least ~~and~~65% ~~officers~~of ~~will~~the ~~reside~~then ~~outside~~outstanding public warrants approve of such amendment or (ii) to the ~~United~~extent ~~States~~necessary ~~and~~for ~~all~~the warrants in the good faith determination of our ~~assets~~board ~~will~~of directors (taking into account then existing market precedents for initial public offerings of special purpose acquisition companies underwritten by bulge bracket investment banks) to allow for the warrants to be ~~located~~classified ~~outside~~as equity in our financial statements without the consent of any shareholder or warrantholder (provided that any modifications or amendments that would (i) increase the ~~United~~warrant ~~States.~~price, As(ii) shorten athe ~~result~~exercise period, it(iii) change ~~may~~the beanti-dilution ~~difficult~~provisions of Section 4.3.2 of the warrant agreement, or (iv) change the registration provisions in ~~some~~Section 7.4.1 ~~cases~~of ~~not~~the ~~possible,~~warrant ~~for~~agreement ~~investors~~shall require the approval of the warrantholders in accordance with the ~~United~~warrant ~~States~~agreement). Although our ability to ~~enforce~~amend ~~their~~the ~~legal~~terms ~~rights~~of the public warrants with the consent of at least 65% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, ~~effect~~among ~~service~~other things, increase the exercise price of ~~process~~the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon ~~all~~exercise of a warrant. Furthermore, our ~~directors~~ability orto ~~officers~~make oramendments to ~~enforce~~the ~~judgments~~extent necessary in the good faith determination of ~~United~~our ~~States~~board ~~courts~~of ~~predicated~~directors ~~upon~~(taking ~~civil~~into ~~liabilities~~account ~~and~~then ~~criminal~~existing ~~penalties~~market onprecedents for initial public offerings of special purpose acquisition companies underwritten by bulge bracket investment banks) to allow for the warrants to be classified as equity in our ~~directors~~financial statements is also unlimited and ~~officers~~there ~~under~~can ~~United~~be ~~States~~no ~~laws~~assurance that such amendments would not have a material impact on the value of the warrants.

InA ~~particular,~~provision ~~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~~warrant oragreement ~~officers~~may ~~predicated~~make ~~upon~~it ~~the~~more ~~civil~~difficult ~~liability~~for 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 orto ~~our~~consummate ~~directors~~an orinitial ~~officers~~business ~~predicated upon the securities laws of the United States or any state in the United States~~combination.

49If (x) we issue additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (z) the volume-weighted average trading price of our Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $10.00 and $18.00 per share redemption trigger prices of the warrants will be adjusted (to the nearest cent) to be equal to 100% and 180% of the Market Value, respectively. This may make it more difficult for us to consummate an initial business combination with a target business.

~~Table~~Our warrants are accounted for as a warrant liability and are recorded at fair value with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of ~~Contents~~our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination.

We ~~are~~account ~~dependent~~for ~~upon~~the 26,030,833 warrants issued in connection with our ~~executive~~initial ~~officers~~public offering (the 15,237,500 warrants included in the units and ~~directors~~the 10,793,333 private placement warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because our warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we classify each of the warrants as a liability at its fair value which will be estimated using an internal valuation model. Our valuation model utilizes inputs such as assumed share prices, volatility, discount factors and ~~their~~other ~~loss~~assumptions ~~could~~and ~~adversely~~may ~~affect~~not be reflective of the price at which such warrants can be settled. Changes in the inputs and assumptions for the valuation model we use to determine the fair value of such liability may have a material impact on the estimated fair value of the embedded derivative liability. As a result, our ~~ability~~consolidated financial statements and results of operations will fluctuate quarterly, based on various factors, such as the price of our Class A ordinary shares, many of which are outside of our control. The impact of changes in the fair value of our warrants on our earnings may have an adverse effect on the market price of our Class A ordinary shares. In addition, potential targets may seek a blank check company that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to ~~operate~~consummate an initial business combination with a target business. In this case, we may seek to amend our warrant agreement with the goal of accounting for the warrants as equity. There can be no assurance that such amendment will be successful, or that the amendments we propose will achieve the desired accounting treatment. Any of these issues with our warrants may make it more difficult for us to consummate an initial business combination with a target business.

~~key-man~~59

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

Our ~~ability~~warrant toagreement ~~successfully~~will ~~effect~~designate ~~our initial business combination is dependent upon~~ the ~~efforts~~courts of ~~our~~the ~~key~~State ~~personnel. The role~~ of ~~our~~New ~~key~~York ~~personnel~~or in the ~~target~~United ~~business,~~States ~~however,~~District ~~cannot~~Court ~~presently~~for bethe ~~ascertained.~~Southern ~~Although~~District ~~some~~ of ~~our~~New ~~key~~York ~~personnel~~as ~~may remain with~~ the ~~target~~sole ~~business~~and inexclusive ~~senior~~forum ~~management~~for orcertain ~~advisory~~types ~~positions following our initial business combination, it is likely that some or all~~ of ~~the~~actions ~~management~~and ofproceedings ~~the target business will remain in place. While we intend to 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~~initiated ~~with~~by ~~the~~holders ~~requirements~~ of ~~operating~~our

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