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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K

(Mark One)

☒	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 to .

COMMISSION FILE NUMBER

001-40322

VALOR LATITUDE ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		98-1578908
(State or Other Jurisdiction ofIncorporation or Organization)		(I.R.S. ~~Employer~~EmployerIdentification ~~Identification~~ No.)
BO Box 309, Ugland HouseGrand Cayman		KY1-1104
(Address of Principal Executive Offices)		(Zip Code)
+1 973-290-233Registrant’s telephone number, including area code
Not Applicable(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
BO Box 309, Ugland HouseGrand Cayman	KY1-1104
Title of Each Class	TradingSymbol(s)	Name of Each Exchange on Which Registered
(Address of Principal Executive Offices)	(Zip Code)
Class A ordinary shares, par value $0.0001 per share	VLAT	Nasdaq Capital Market
Redeemable warrants, each one whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	VLATW	Nasdaq Capital Market
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	VLATU	Nasdaq Capital Market

~~Securities registered pursuant to Section 12(g) of the Act: None~~ 973-290-233

~~Indicate by check mark if the~~ Registrant’s istelephone ~~a well-known seasoned issuer~~number, asincluding ~~defined~~area incode ~~Rule 405 of the Securities Act. Yes ☐ No ☒~~

~~Indicate~~Not byApplicable ~~check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒~~

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

~~S-T~~Securities registered pursuant to Section 12(b) of the Act:

non-accelerated


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A ordinary shares, par value $0.0001 per share	VLAT	Nasdaq Capital Market
Redeemable warrants, each one whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	VLATW	Nasdaq Capital Market
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	VLATU	Nasdaq Capital Market

~~12b-2~~Securities registered pursuant to Section 12(g) of the Act: None

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

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

IfIndicate ~~an emerging growth company, indicate~~ by check mark if the ~~registrant~~Registrant ~~has~~is ~~elected~~ not required to ~~use~~file ~~the~~reports ~~extended transition period for complying with any new or revised financial accounting standards provided~~ pursuant to Section 13 or Section 15(ad) of the ~~Exchange~~ Act. Yes ☐ No ☒

Indicate by check mark whether the ~~registrant~~Registrant (1) has filed aall ~~report~~reports onrequired ~~and~~to ~~attestation~~be tofiled ~~its~~by ~~management’s~~Section 13 ~~assessment~~or 15(d) of the ~~effectiveness~~Securities ofExchange ~~its~~Act ~~internal~~of ~~control~~1934 ~~over~~during ~~financial~~the ~~reporting~~preceding ~~under~~12 ~~Section 404~~months (b)or offor such shorter period that the ~~Sarbanes-Oxley~~Registrant ~~Act~~was ~~(15~~required ~~U.S.C.~~to ~~7262(b~~file such reports)), byand ~~the~~(2) has ~~registered~~been ~~public~~subject ~~accounting~~to ~~firm~~such ~~that~~filing ~~prepared~~requirements orfor ~~issued~~the ~~its~~past ~~audit~~90 ~~report~~days. Yes ☒ No ☐

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

~~12b~~S-2T

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

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

~~Auditor PCAOB ID Number: 688 Auditor Name: Marcum LLP Auditor Location: New York, NY, USA~~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

~~non~~12b-~~voting~~2

of the Exchange Act.

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

$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. ☐

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

~~DOCUMENTS~~If ~~INCORPORATED~~securities BYare ~~REFERENCE~~registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

~~None.~~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 §240.10D-1(b). ☐

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

~~Table of Contents~~12b-2

of the Act). Yes ☒ No ☐

~~VALOR~~Auditor ~~LATITUDE~~PCAOB ~~ACQUISITION~~ID ~~CORP.~~Number: 688 Auditor Name: Marcum LLP Auditor Location: New York, NY, USA

As of June 30, 2022 (the last business day of the registrant’s second fiscal quarter), the aggregate market value of its voting and

10non-Kvoting

common equity held by

~~TABLE OF CONTENTS~~ non-affiliates

as of such date was

	Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY		iii
PART I		1
Item 1. Business		1
Item 1A. Risk Factors		13
Item 1B. Unresolved Staff Comments		49
Item 2. Property		49
Item 3. Legal Proceedings		49
Item 4. Mine Safety Disclosures		49
PART II		50
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		50
Item 6. Selected Financial Data		51
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		52
Item 7A. Quantitative and Qualitative Disclosures about Market Risk		56
Item 8. Financial Statements and Supplementary Data		57
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		57
Item 9A. Controls and Procedures.		57
Item 9B. Other Information.		58
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.		58
PART III		59
Item 10. Directors, Executive Officers and Corporate Governance		59
Item 11. Executive Compensation.		69
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		70
Item 13. Certain Relationships and Related Transactions, and Director Independence		72
Item 14. Principal Accountant Fees and Services.		74
PART IV		75
Item 15. Exhibits, Financial Statement Schedules		75
Item 16. Form 10-K Summary		77
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

169,086,555.84

based upon the closing price reported for such date on the Nasdaq Capital Market.

s of April

i 12

, 202

3, 23,000,000 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

~~Table~~DOCUMENTS ofINCORPORATED ~~Contents~~BY REFERENCE

~~CERTAIN~~None. ~~TERMS~~

10-KTable of Contents

~~“we,”~~VALOR ~~“us,”~~LATITUDE ~~“our,”~~ACQUISITION ~~“company,” “our company” or “Valor” are to Valor Acquisition Corp~~CORP., ~~a Cayman Islands exempted company;~~

~~“amended~~ANNUAL ~~and~~REPORT ~~restated~~ON ~~memorandum~~FORM ~~and~~10-K ~~articles of association” are to our Amended and Restated Memorandum and Articles of Association;~~

~~“Class A~~TABLE ~~ordinary~~OF ~~shares”~~CONTENTS ~~are to our Class A ordinary shares, par value $0.0001 per share;~~

“Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;


	Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY		iii

PART I		1

Item 1. Business		1
Item 1A. Risk Factors		13
Item 1B. Unresolved Staff Comments		49
Item 2. Property		49
Item 3. Legal Proceedings		49
Item 4. Mine Safety Disclosures		49

PART II		50

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		50
Item 6. Selected Financial Data		51
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		52
Item 7A. Quantitative and Qualitative Disclosures about Market Risk		57
Item 8. Financial Statements and Supplementary Data		57
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		57
Item 9A. Controls and Procedures.		57
Item 9B. Other Information.		59
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.		59

PART III		60

Item 10. Directors, Executive Officers and Corporate Governance		60
Item 11. Executive Compensation.		71
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		72
Item 13. Certain Relationships and Related Transactions, and Director Independence		75
Item 14. Principal Accountant Fees and Services.		77

PART IV		78

Item 15. Exhibits, Financial Statement Schedules		78
Item 16. Form 10-K Summary		80

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

~~“Companies~~i ~~Act” are to the Companies Act (2021 As Revised) of the Cayman Islands as the same may be amended from time to time;~~

“directors”Table areof to our current directors Contents

~~“founders~~CERTAIN ~~shares”~~TERMS are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to our initial public offering and subsequently assigned to our sponsor for the same purchase price that was initially paid by our sponsor and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

~~“initial~~Unless ~~shareholders”~~otherwise ~~are~~stated toin ~~our~~this ~~sponsor~~Annual ~~and~~Report ~~other~~on ~~holders~~Form of10-K ~~our~~(this ~~founders~~“Annual ~~shares~~Report”), ~~prior~~references to: ~~our initial public offering;~~

“~~letter~~we,” ~~agreement~~“us,” ~~refers~~“our,” to“company,” ~~the~~“our ~~letter~~company” ~~agreement~~or ~~entered~~“Valor” ~~into~~are ~~between~~to usValor ~~and~~Acquisition ~~our initial shareholders~~Corp., ~~directors~~a ~~and~~Cayman ~~officers~~Islands onexempted ~~May 3, 2021~~company;

“~~management”~~amended orand ~~our~~restated ~~“management~~memorandum ~~team~~and articles of association” are to our ~~officers~~Amended and ~~directors~~Restated Memorandum and Articles of Association;

“Class A ordinary shares” are to our Class A ordinary shares, ~~and~~par ~~our~~value ~~Class B~~$0.0001 ~~ordinary~~per ~~shares~~share;

“~~private~~Class B ~~placement~~ordinary ~~warrants~~shares” are to ~~the warrants issued to~~ our ~~sponsor~~Class B inordinary ashares, ~~private~~par ~~placement~~value ~~simultaneously~~$0.0001 ~~with~~per ~~the closing of our initial public offering~~share;

“~~public~~Companies ~~shares~~Act” are to ~~our~~the ~~Class A~~Companies ~~ordinary~~Act ~~shares~~(2021 ~~sold~~As asRevised) ~~part~~ of the ~~units~~Cayman inIslands ~~our~~as ~~initial~~the ~~public~~same ~~offering~~may ~~(whether~~be ~~they~~amended ~~were~~from ~~purchased~~time into ~~our initial public offering or thereafter in the open market)~~time;

“~~public shareholders~~directors” are to ~~the holders of~~ our ~~public~~current ~~shares, including our sponsor, officers and~~ directors ~~to the extent our sponsor, officers or directors purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares;~~

“~~sponsor”~~founders ~~or “Sponsor~~shares” are to ~~Valor~~our ~~Latitude~~Class B ~~LLC,~~ordinary shares initially purchased by our sponsor in a ~~Cayman~~private ~~Islands~~placement ~~limited~~prior ~~liability~~to ~~company~~our initial public offering and subsequently assigned to our sponsor for the same purchase price that was initially paid by our sponsor and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

“~~warrants~~initial shareholders” are to our ~~redeemable~~sponsor ~~warrants~~and ~~sold~~other asholders ~~part~~ of ~~the units in~~ our ~~initial~~founders ~~public~~shares ~~offering~~prior ~~(whether~~to ~~they~~our ~~were purchased in the~~ initial public offering ~~or thereafter in the open market) and the private placement warrants~~; ~~and~~

“~~$,”~~letter ~~“US$~~agreement” refers to the letter agreement entered into between us and ~~“U.S.~~our ~~dollar”~~initial ~~each~~shareholders, ~~refer~~directors toand ~~the~~officers ~~United~~on ~~States~~May 3, ~~dollar.~~2021;

ii“management” or our “management team” are to our officers and directors;

~~Table~~“ordinary ofshares” ~~Contents~~are to our Class A ordinary shares and our Class B ordinary shares;

~~CAUTIONARY~~“private ~~NOTE~~placement ~~REGARDING~~warrants” ~~FORWARD-LOOKING~~are ~~STATEMENTS~~to ~~AND~~the ~~RISK~~warrants ~~FACTOR~~issued to our sponsor in a private placement simultaneously with the closing of our initial public offering;

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

~~Some of the statements contained in this annual report may constitute~~ “~~forward-looking~~public ~~statements~~shareholders” ~~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.~~holders ~~In addition, any statements that refer to projections, forecasts or other characterizations~~ of ~~future~~our ~~events~~public ~~or circumstances~~shares, including ~~any~~our ~~underlying assumptions~~sponsor, ~~are~~officers ~~forward-looking~~and ~~statements.~~directors ~~The~~to ~~words~~the ~~“anticipate,”~~extent ~~“believe,”~~our ~~“continue~~sponsor,” ~~“could,”~~officers ~~“estimate,”~~or ~~“expect,”~~directors ~~“intend,”~~purchase ~~“may,”~~public ~~“might~~shares,” ~~“plan,”~~provided ~~“possible,”~~their ~~“potential,”~~status ~~“predict,”~~as ~~“project,”~~a “~~should,”~~public ~~“would~~shareholder” ~~and~~shall ~~similar~~only ~~expressions~~exist ~~may~~with ~~identify~~respect ~~forward-looking~~to ~~statements,~~such ~~but~~public ~~the~~shares; ~~absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:~~

•“sponsor” ~~our~~or ~~ability~~“Sponsor” are to ~~select~~Valor anLatitude ~~appropriate~~LLC, ~~target~~a ~~business~~Cayman orIslands ~~businesses~~limited liability company;

•“warrants” are to our ~~ability~~redeemable towarrants ~~complete~~sold as part of the units in our initial ~~business~~public ~~combination~~offering (whether they were purchased in the initial public offering or thereafter in the open market) and the private placement warrants; and

•“$,” ~~our~~“US$” ~~expectations~~and ~~around~~“U.S. ~~the~~dollar” ~~performance~~each ofrefer to the ~~prospective~~United ~~target~~States ~~business~~dollar. ~~or businesses;~~

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

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

•CAUTIONARY ~~our~~NOTE ~~potential~~REGARDING ~~ability~~FORWARD-LOOKING toSTATEMENTS ~~obtain~~AND ~~additional~~RISK ~~financing~~FACTOR toSUMMARY ~~complete our initial business combination;~~

•Some of the statements contained in this annual 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 ~~pool~~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 ~~prospective~~future ~~target~~events ~~businesses;~~or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:

• our ability to ~~consummate~~select an ~~initial~~appropriate target business ~~combination~~or ~~due to the uncertainty resulting from the COVID-19 pandemic~~businesses;

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

• our ~~public~~expectations ~~securities’~~around ~~liquidity~~the ~~and~~performance ~~trading~~of the prospective target business or businesses;

• ~~the~~our ~~use~~success ofin ~~proceeds~~retaining ~~not~~or ~~held~~recruiting, inor ~~the~~changes ~~trust~~required ~~account~~in, orour ~~available~~officers, tokey usemployees ~~from~~or ~~interest~~directors ~~income~~following onour ~~the~~initial ~~trust~~business ~~account balance~~combination;

• ~~the~~our ~~trust~~officers ~~account~~and ~~not~~directors ~~being~~allocating ~~subject~~their time to ~~claims~~other businesses and potentially having conflicts of ~~third~~interest ~~parties;~~with our business or in approving our initial business combination;

• our ~~financial~~potential ~~performance.~~ability to obtain additional financing to complete our initial business combination;

~~COVID-19~~• our pool of prospective target businesses;

~~iii~~• our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic;

~~Table~~• the ability of ~~Contents~~our officers and directors to generate a number of potential business combination opportunities;

~~PART~~• Iour public securities’ liquidity and trading;

~~Item 1.~~• ~~Business~~the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

~~Introduction~~• the trust account not being subject to claims of third parties; or

~~e-commerce~~• our financial performance.

~~technology~~The forward-~~led~~looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Item 1A.—Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. 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.

~~US-Brazil~~iii

ValorTable Capital’s leadership has extensive investing and operating experience. It was founded by Mr. Clifford M. Sobel, former US Ambassador to Brazil, in partnership with Mr. Scott Sobel, previously part of the founding team of Net2Phone, the pioneering VoIP Company. Mr. Scott Sobel has also held several executive roles in Fortune 500 companies such as Symbol Technologies and NCR. We also have a vastly experienced, seasoned management team led by Mr. Hélio L. Magalhães, our Director and our CEO since February 22, 2022, who also has prior CEO experience, including as the CEO of Citibank Brazil, and Mr. Doug Smith, our CFO with over 30 years of experience in the financial and investment industry, including serving as a Managing Director with Wesray Capital and its successors. Contents

~~e-commerce~~PART I

Item 1. Business

~~Table~~Introduction ~~of Contents~~

~~Guided~~We bywere ~~its~~incorporated ~~values,~~as ~~vision~~a ~~and~~Cayman ~~strategy,~~Islands ~~Valor~~exempted ~~Capital~~company ~~aspires~~on toJanuary 21, ~~shape~~2021. ~~the~~The ~~Brazilian~~Company ~~technology~~was ~~and~~incorporated ~~socioeconomic~~for ~~landscape in congruence with~~ the ~~highest~~purpose ~~governance~~of ~~and~~effecting ~~sustainability standards across the world. As~~ a ~~partner of world-class~~merger, ~~highly~~share ~~committed institutions such as the World Bank~~exchange, ~~International~~asset ~~Finance Corporation (IFC)~~acquisition, ~~Inter-American~~share ~~Development Bank (IDB)~~purchase, ~~sovereign~~reorganization ~~wealth~~or ~~funds~~similar ~~such~~business ascombination ~~Temasek,~~with ~~and~~one ~~other~~or ~~internationally~~more ~~recognized~~businesses ~~institutional investors, our Sponsor is focused on investing in companies that meet, leverage and employ~~ (the ~~best~~“Business ~~governance and sustainability practices available as well as make a tangible, lasting social impact~~Combination”).

~~Company~~While ~~History~~we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus our search for an initial business combination on technology-enabled Latin American companies seeking to become category-defining enterprises and those targeting or expected to pursue cross-border expansion. A number of sectors, ranging from financial services, health & wellness, education, e-commerce and logistics are undergoing rapid, technology-led disruption and consolidation. Many of the trends driving disruption in Latin America have been witnessed in the US, and are more powerful and more accelerated as a result of a high concentration of legacy technology incumbents, deep-rooted inefficiencies, supportive demographic dynamics, proliferation of mobile technology, and direct government actions aimed at promoting competition and innovation.

OnOur ~~May 6~~sponsor is an arm of Valor Capital Group (“Valor Capital” or “our Sponsor”), ~~2021~~a leading investment firm focused on Brazil and US-Brazil cross-border opportunities with a presence in New York, wethe ~~consummated~~Silicon Valley and São Paulo. The firm operates two investment strategies: Growth Equity and Venture Capital. Over the ~~IPO~~years, Valor Capital has demonstrated a successful track record of ~~20,000,000~~investing ~~Public~~not ~~Units,~~only atin early stage technology companies across a ~~price~~variety of ~~$10.00~~end ~~per~~markets ~~Public~~and ~~Unit~~technology verticals in Brazil, ~~generating~~but ~~gross~~also ~~proceeds~~in oflater ~~$200~~stage companies in the US looking to expand internationally,~~000~~ which have allowed it to develop a comprehensive,~~000~~ full lifecycle investing strategy with a differentiated ability to identify leaders across various markets. ~~Simultaneously~~Since 2011, Valor Capital has developed deep relationships with entrepreneurs in the ~~closing~~US ofand ~~the~~Latin ~~IPO,~~America weand ~~consummated~~empowered them to innovate in the ~~sale~~booming ofBrazilian ~~4,000,000~~technology ~~Private~~ecosystem. ~~Placement~~This ~~Warrants~~network has provided Valor Capital access to attractive investment opportunities. Through four dedicated venture and growth funds and direct investments, atour aSponsor ~~price~~has invested over than 80% of $1its capital thus far in Brazil.50 ~~per~~The ~~Private~~remaining ~~Placement~~funds ~~Warrant,~~have been invested in a ~~Private~~cross-border ~~Placement~~international tostrategy, which has enabled Valor ~~Latitude~~Capital ~~LLC~~to ~~(the~~build “a unique, global network of portfolio companies. Our Sponsor”) ~~and~~is ~~Phoenix~~one ~~SPAC~~of ~~Holdco~~the ~~LLC~~largest ~~(“Phoenix”)~~dedicated technology asset managers in the region, ~~generating~~and ~~gross~~its ~~proceeds~~funds’ historical performance and returns place it in the top quartile of $6Venture Capital firms across Emerging Markets,~~000,000~~ according to an industry source.

OnValor ~~May~~Capital’s leadership has extensive investing and operating experience. It was founded by Mr. 11Clifford M. Sobel, ~~2021~~former US Ambassador to Brazil, ~~the~~in ~~underwriters~~partnership ~~purchased~~with 3Mr. Scott Sobel,~~000,000~~ ~~units~~previously ~~generating~~part ~~net~~of ~~proceeds~~the tofounding team of Net2Phone, the pioneering VoIP Company. ofMr. Scott ~~approximately~~Sobel ~~$29,400,000~~has also held several executive roles in ~~the~~Fortune ~~aggregate~~500 ~~after~~companies ~~deducting~~such ~~the~~as ~~underwriter~~Symbol ~~discount~~Technologies and NCR. ~~Simultaneously~~We ~~with~~also ~~the~~have ~~issuance~~a ~~and~~vastly ~~sale~~experienced, ofseasoned ~~the~~management ~~Units~~team onled ~~May~~by Mr. 11Hélio L. Magalhães, ~~2021~~our Director and our CEO since February 22, we2022, ~~consummated~~who ~~the~~also ~~private~~has ~~placement~~prior ~~with~~CEO experience, including as the ~~Sponsor~~CEO of Citibank Brazil, and ~~Phoenix~~Mr. Doug ofSmith, anour ~~aggregate~~CFO with over 30 years of ~~400,000~~experience ~~warrants~~in tothe ~~purchase~~financial ~~Class A~~and ~~Ordinary~~investment ~~Shares~~industry, ~~for~~including ~~$1.50~~serving ~~per~~as ~~warrant~~a ~~generating~~Managing ~~total~~Director ~~proceeds~~with ofWesray ~~$600,000~~Capital and its successors.

OfValor ~~the~~Capital ~~net~~has ~~proceeds~~focused ~~from~~on the ~~IPO,~~unique ~~exercise~~opportunity to support local Brazilian founders in achieving their goals of ~~the~~enhancing ~~over~~efficiency and productivity in their respective markets by applying technology-~~allotment~~driven ~~option,~~solutions. ~~and~~This ~~associated~~original ~~private~~orientation ~~placements~~included monitoring the innovative, ~~$230~~technology-enabled business environment in Brazil,~~000,000~~ ofwith ~~cash~~an ~~was~~emphasis ~~placed~~on inhelping founders benefit from our deep network across the ~~Trust~~New ~~Account~~York, the Silicon Valley and São Paulo triangle. WeWith ~~cannot~~these ~~assure~~themes ~~you~~in ~~that~~mind, ~~our~~we ~~plans~~partnered towith ~~complete~~and ~~our~~invested ~~Initial~~in ~~Business~~some ~~Combination~~of ~~will~~the bemost successful companies in the financial services, health & wellness, education, e-commerce and logistics sectors.

OnGuided ~~June 24,~~by ~~2021~~its values, wevision ~~announced~~and ~~that~~strategy, ~~commencing~~Valor ~~June 24,~~Capital ~~2021,~~aspires ~~holders~~to ofshape the ~~23,000,000~~Brazilian ~~units~~technology ~~sold~~and socioeconomic landscape in congruence with the ~~IPO~~highest ~~may~~governance ~~elect~~and tosustainability ~~separately~~standards ~~trade~~across the ~~Valor~~world. ~~Class A~~As ~~Ordinary~~a ~~Shares~~partner ~~and~~of ~~the~~world-class, ~~public~~highly ~~warrants~~committed ~~included~~institutions insuch as the ~~units.~~World ~~Those~~Bank, ~~units~~International ~~not~~Finance ~~separated~~Corporation ~~continued~~(IFC), toInter-American ~~trade~~Development onBank ~~Nasdaq~~(IDB), ~~under~~sovereign ~~the~~wealth ~~symbol~~funds ~~“VLATU”~~such as Temasek, and ~~the~~other ~~Valor~~internationally ~~Class A~~recognized ~~Ordinary~~institutional ~~Shares~~investors, ~~and~~our ~~public~~Sponsor ~~warrants~~is focused on investing in companies that ~~were~~meet, ~~separated~~leverage ~~trade~~and ~~under~~employ the ~~symbols~~best ~~“VLAT”~~governance and ~~“VLATW~~sustainability practices available as well as make a tangible,” ~~respectively~~lasting social impact.

~~Initial~~1 ~~Business Combination~~

NasdaqTable rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination upon standards generally accepted by the financial community. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’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 of directors determines that outside expertise would be helpful or necessary in conducting such analysis. As any such opinion, if obtained, would only state that the fair market value meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of the target or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required by Schedule 14A of the Exchange Act, any proxy solicitation materials or tender offer documents that we will file with the SEC in connection with our initial business combination will include such opinion. Contents

2Company History

~~Table~~On May 6, 2021, we consummated the IPO of ~~Contents~~20,000,000 Public Units, at a price of $10.00 per Public Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 4,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, in a Private Placement to Valor Latitude LLC (the “Sponsor”) and Phoenix SPAC Holdco LLC (“Phoenix”), generating gross proceeds of $6,000,000.

WeOn anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire up to 100% of the equity interests or assets of the target business or businesses. We mayMay 11, ~~however~~2021, ~~structure our initial business combination such that~~ the ~~post~~underwriters ~~transaction~~purchased ~~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~~3,000,000 ~~but~~units wegenerating ~~will~~net ~~only~~proceeds complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to ~~be required to register as an investment company under~~ the ~~Investment~~ Company ~~Act~~ of ~~1940,~~approximately ~~as amended~~$29, ~~or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target~~400,000 ~~our~~in ~~shareholders prior to~~ the ~~business~~aggregate ~~combination~~after ~~may~~deducting ~~collectively own a minority interest in~~ the ~~post~~underwriter ~~transaction~~discount. ~~company,~~Simultaneously ~~depending~~with ~~on valuations ascribed to~~ the ~~target~~issuance and ussale ~~in the business combination. For example, we could pursue a transaction in which we issue a substantial number~~ of ~~new shares in exchange for all of~~ the ~~outstanding~~Units ~~capital~~on ~~stock~~May 11, ~~shares or other equity interests of a target. In this case~~2021, we ~~would~~consummated ~~acquire a 100% controlling interest in~~ the ~~target.~~private ~~However,~~placement aswith ~~a result of~~ the ~~issuance~~Sponsor ~~of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued~~ and ~~outstanding~~Phoenix ~~shares subsequent to our initial business combination. If less than 100%~~ of ~~the~~an ~~equity~~aggregate ~~interests or assets~~ of ~~a target business or businesses are owned or acquired by the post transaction company~~400,000 ~~the~~warrants ~~portion~~to ofpurchase ~~such~~Class A ~~business~~Ordinary orShares ~~businesses that is owned or acquired is what will be taken into account~~ for ~~purposes of the 80% of net assets test described above~~$1.50 Ifper ~~the~~warrant ~~business~~generating ~~combination~~total ~~involves~~proceeds ~~more than one target business, the 80%~~ of ~~net assets test will be based on the aggregate value of all of the target businesses~~$600,000.

~~Corporate~~Of ~~Information~~the net proceeds from the IPO, exercise of the over-allotment option, and associated private placements, $230,000,000 of cash was placed in the Trust Account. We cannot assure you that our plans to complete our Initial Business Combination will be successful.

~~KY1-1104~~On June 24, 2021, we announced that, commencing June 24, 2021, holders of the 23,000,000 units sold in the IPO may elect to separately trade the Valor Class A Ordinary Shares and the public warrants included in the units. Those units not separated continued to trade on Nasdaq under the symbol “VLATU” and the Valor Class A Ordinary Shares and public warrants that were separated trade under the symbols “VLAT” and “VLATW,” respectively.

WeInitial ~~are~~Business aCombination 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.

~~non-binding~~Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination upon standards generally accepted by the financial community. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’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 of directors determines that outside expertise would be helpful or necessary in conducting such analysis. As any such opinion, if obtained, would only state that the fair market value meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of the target or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required by Schedule 14A of the Exchange Act, any proxy solicitation materials or tender offer documents that we will file with the SEC in connection with our initial business combination will include such opinion.

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

non-affiliatesTable of Contents

~~non-convertible~~We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire up to 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. 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 our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. 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.

3Corporate Information

~~Table~~Our ofexecutive ~~Contents~~offices are located at PO Box 309, Ugland House, Grand Cayman KY1-1104 and our telephone number is (973) 290 2331.

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

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

~~Effecting~~We ~~Our~~will ~~Initial~~remain ~~Business~~an ~~Combination~~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 prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

~~General~~3

WeTable are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our initial public offering until the closing of the Business Combination. We intend to effectuate our initial business combination using the cash held in the Trust Account, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. 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. Contents

IfAdditionally, ~~our~~we ~~initial~~are ~~business~~a ~~combination~~“smaller isreporting ~~paid~~company” ~~for~~as ~~using~~defined ~~equity~~in orRule ~~debt~~10(f)(1) ~~securities, or not all~~ of ~~the~~Regulation ~~funds~~S-K. ~~released~~Smaller ~~from~~reporting ~~the~~companies ~~trust~~may ~~account~~take ~~are~~advantage ~~used~~of ~~for~~certain ~~payment~~reduced ofdisclosure ~~the~~obligations, ~~consideration~~including, inamong ~~connection~~other ~~with~~things, ~~our~~providing ~~initial~~only ~~business~~two ~~combination~~years orof ~~used~~audited ~~for~~financial ~~redemptions~~statements. ofWe ~~our~~will ~~Class A~~remain ~~ordinary~~a ~~shares,~~smaller wereporting ~~may~~company ~~use~~until the ~~balance~~last day of ~~the~~any ~~cash~~fiscal ~~released~~year tofor usso ~~from~~long ~~the~~as ~~trust~~either ~~account~~(1) the ~~following~~market ~~the~~value ~~closing~~of ~~for~~our ~~general~~ordinary ~~corporate~~shares ~~purposes,~~held ~~including~~by ~~for~~non-affiliates ~~maintenance~~did ornot ~~expansion~~exceed of$250 million ~~operations~~as of the ~~post-transaction~~prior ~~company~~June 30, ~~the~~or ~~payment~~(2) our ofannual ~~principal~~revenues ordid ~~interest~~not ~~due~~exceed on$100 million ~~indebtedness~~during ~~incurred~~such incompleted ~~completing~~fiscal year and the market value of our ~~initial~~ordinary ~~business~~shares ~~combination,~~held toby ~~fund~~non-affiliates ~~the~~did ~~purchase~~not ofexceed ~~other~~$700 million ~~companies~~as orof ~~for~~the ~~working~~prior ~~capital~~June 30.

~~While~~Effecting weOur ~~may~~Initial ~~pursue~~Business anCombination initial business combination target in any industry, we intend to focus our search on companies in the technology sector in Latin America. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

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

InWe ~~evaluating~~are anot ~~prospective~~presently ~~target~~engaged ~~business~~in, and we ~~expect~~will not engage in, any operations for an indefinite period of time following our initial public offering until the closing of the Business Combination. We intend to ~~conduct~~effectuate aour ~~due~~initial ~~diligence~~business ~~review~~combination ~~which~~using ~~may~~the ~~encompass,~~cash ~~among~~held ~~other~~in ~~things~~the Trust Account, ~~meetings~~the proceeds of the sale of our shares in connection with ~~incumbent~~our ~~management~~initial ~~and~~business ~~employees,~~combination ~~document~~(pursuant ~~reviews,~~to ~~interviews~~forward ofpurchase ~~customers~~agreements ~~and~~or ~~suppliers,~~backstop ~~inspection~~agreements ofwe ~~facilities,~~may asenter ~~applicable~~into), asshares ~~well~~issued asto athe ~~review~~owners of ~~financial,~~the ~~operational~~target, ~~legal~~debt ~~and~~issued to bank or other ~~information~~lenders ~~which~~or ~~will~~the beowners ~~made~~of ~~available~~the totarget, usor a combination of the foregoing. IfWe wemay ~~determine~~seek to ~~move~~complete ~~forward~~our initial business combination with a ~~particular~~company ~~target,~~or webusiness ~~will~~that ~~proceed~~may tobe ~~structure~~financially ~~and~~unstable ~~negotiate~~or ~~the~~in ~~terms~~its early stages of development or growth, which would subject us to the ~~business~~numerous ~~combination~~risks ~~transaction~~inherent in such companies and businesses.

~~The~~If ~~time required to select and evaluate a target business and to structure and complete~~ our initial business combination, ~~and~~is ~~the~~paid ~~costs~~for ~~associated~~using ~~with~~equity ~~this~~or ~~process~~debt securities, ~~are~~or not ~~currently~~all ~~ascertainable with any degree~~ of ~~certainty.~~the ~~Any~~funds ~~costs~~released ~~incurred~~from ~~with~~the ~~respect~~trust toaccount ~~the~~are ~~identification~~used ~~and~~for ~~evaluation~~payment of, ~~and~~the ~~negotiation~~consideration ~~with,~~in aconnection ~~prospective target business~~ with ~~which~~ our initial business combination isor ~~not~~used ~~ultimately~~for ~~completed~~redemptions ~~will~~of ~~result in~~ our ~~incurring~~Class A ~~losses~~ordinary ~~and~~shares, ~~will~~we ~~reduce~~may use the ~~funds~~balance weof ~~can~~the ~~use~~cash released to ~~complete~~us ~~another~~from ~~business~~the ~~combination.~~trust ~~The~~account ~~company~~following ~~will~~the ~~not~~closing ~~pay~~for ~~any~~general ~~consulting~~corporate ~~fees~~purposes, toincluding ~~members~~for ofmaintenance ~~our~~or ~~management~~expansion ~~team,~~of oroperations ~~any~~ of ~~their~~the ~~respective~~post-transaction ~~affiliates~~company, ~~for~~the ~~services~~payment ~~rendered~~of toprincipal or ininterest ~~connection~~due ~~with~~on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

~~Lack~~While we may pursue an initial business combination target in any industry, we intend to focus our search on companies in the technology sector in Latin America. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of ~~Business~~those ~~Diversification~~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.

~~For~~Evaluation ~~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~~Target ~~business.~~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~~Structuring ~~the risks~~ of ~~being~~Our inInitial aBusiness ~~single~~Combination ~~line of business. By completing our initial business combination with only a single entity, our lack of diversification may:~~

4In evaluating a prospective target business, we expect to conduct a 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 applicable, 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.

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

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

•For ~~cause~~an usindefinite toperiod of time after the completion of our initial business combination, the prospects for our success may depend entirely on the ~~marketing~~future ~~and~~performance ~~sale~~ of a single ~~product~~business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or ~~limited~~several ~~number~~industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of ~~products~~being orin ~~services~~a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

~~Limited~~• ~~Ability~~subject us to ~~Evaluate~~negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the ~~Target’s~~particular ~~Management~~industry ~~Team~~in which we operate after our initial business combination, and

~~Although~~• wecause ~~intend~~us to ~~closely~~depend ~~scrutinize~~on the ~~management~~marketing ofand asale ~~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~~single ~~company.~~product Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or ~~more~~limited ofnumber ~~our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any~~ of ~~them~~products ~~will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience~~ or ~~knowledge relating to the operations of the particular target business~~services.

We4 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.

FollowingTable 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. Contents

~~Redemption~~Limited ~~Rights~~Ability ~~for~~to ~~Public~~Evaluate ~~Shareholders~~the ~~upon~~Target’s ~~Completion~~Management ofTeam ~~Our Initial Business Combination~~

~~per-share~~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 management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

~~per-share~~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.

~~Limitations~~Following ona ~~Redemptions~~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.

~~Our~~Redemption ~~amended~~Rights and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for ~~(i) cash~~Public ~~consideration~~Shareholders toupon beCompletion ~~paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention~~ of ~~cash~~Our toInitial ~~satisfy~~Business ~~other~~Combination conditions. 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 initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

5We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination.

~~Table~~Limitations ofon ~~Contents~~Redemptions

~~Manner~~Our amended and restated memorandum and articles of ~~Conducting~~association ~~Redemptions~~provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. 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 initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

We5 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) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with the Nasdaq’s shareholder approval rules.

two-thirdsTable of Contents

IfManner ~~we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum and articles~~ of ~~association:~~Conducting Redemptions

•We ~~conduct~~will provide our public shareholders with the ~~redemptions~~opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in ~~conjunction~~connection with a ~~proxy~~general ~~solicitation~~meeting ~~pursuant~~called to ~~Regulation~~approve ~~14A~~the business combination or (ii) without a shareholder vote by means of ~~the~~a ~~Exchange~~tender ~~Act~~offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, ~~which~~solely ~~regulates~~in our discretion, and will be based on a variety of factors such as the ~~solicitation~~timing of ~~proxies,~~the transaction and ~~not~~whether ~~pursuant~~the toterms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules,). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with the Nasdaq’s shareholder approval rules.

•The ~~file~~requirement ~~proxy~~that ~~materials~~we provide our public shareholders with the ~~SEC~~opportunity to redeem their public shares by one of the two methods listed above is 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 Nasdaq. Such provisions may be amended if approved by holders of two-thirds of our ordinary shares entitled to vote thereon, so long as we offer redemption in connection with such amendment.

InIf ~~the event that~~ we ~~seek~~provide ~~shareholder approval of~~ our ~~initial~~public ~~business~~shareholders ~~combination,~~with wethe ~~will~~opportunity ~~distribute~~to ~~proxy~~redeem ~~materials~~their ~~and,~~public shares in connection ~~therewith,~~with ~~provide~~a ~~our~~general ~~public~~meeting, ~~shareholders~~we ~~with~~will, ~~the~~pursuant ~~redemption~~to ~~rights~~our ~~described~~amended ~~above~~and ~~upon~~restated ~~completion~~memorandum ofand ~~the~~articles ~~initial~~of ~~business~~association: ~~combination.~~

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

If• afile ~~shareholder~~proxy ~~vote~~materials iswith ~~not~~the ~~required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:~~ SEC.

6In 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.

~~Table~~If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of ~~Contents~~a majority of the shareholders who attend and vote at a general meeting of the company. A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares, private placement shares and any public shares purchased during or after the initial public offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

•6 ~~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

~~14e-1(~~If a) shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:

~~10b5~~• conduct the redemptions pursuant to Rule 13e-14 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

~~14e-5~~• 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.

WeIn ~~intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at~~ the ~~holder’s~~event ~~option,~~we ~~either~~conduct ~~deliver~~redemptions ~~their~~pursuant ~~share certificates~~ to ~~our transfer agent or deliver their shares to our transfer agent electronically using~~ the ~~Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or~~ tender offer ~~documents~~rules, asour ~~applicable.~~offer ~~In the case of proxy materials, this date may be up~~ to ~~two~~redeem ~~business~~will ~~days~~remain ~~prior~~open tofor ~~the~~at ~~scheduled~~least ~~vote~~20 ~~on the proposal to approve the initial~~ business ~~combination. In addition~~days, ~~if we conduct redemptions~~ in ~~connection~~accordance with aRule ~~shareholder vote, we intend to require~~ 14e-1(a) ~~public~~under ~~shareholder~~the ~~seeking~~Exchange ~~redemption~~Act, ofand ~~its~~we ~~public~~will ~~shares~~not tobe ~~also~~permitted ~~submit a written request for redemption~~ to complete our ~~transfer~~initial ~~agent two~~ business ~~days~~combination ~~prior~~until to the ~~scheduled~~expiration ~~vote in which the name~~ of the ~~beneficial~~tender ~~owner~~offer ~~of such shares is included~~period. ~~The~~In ~~proxy~~addition, ~~materials~~the or tender offer ~~documents, as applicable, that we~~ will ~~furnish~~be toconditioned ~~holders~~on ~~of our~~ public ~~shares~~shareholders innot ~~connection~~tendering ~~with~~more ~~our~~than ~~initial~~the ~~business~~number ~~combination~~of ~~will~~public ~~indicate~~shares ~~whether~~ we are ~~requiring~~permitted ~~public shareholders~~ to ~~satisfy such delivery requirements~~redeem. WeIf ~~believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming~~ public shareholders, ~~which~~tender ~~could~~more ~~delay~~shares ~~redemptions~~than ~~and result in additional administrative cost. If the proposed initial business combination is not approved and~~ we ~~continue~~have offered to ~~search for a target company~~purchase, we will ~~promptly~~withdraw ~~return~~the ~~any~~tender ~~certificates~~offer orand ~~shares~~not ~~delivered~~complete bythe ~~public~~initial ~~shareholders~~business ~~who elected to redeem their shares~~combination.

~~Our~~Upon ~~amended~~the ~~and~~public ~~restated~~announcement ~~memorandum and articles~~ of ~~association provide that in no event will we redeem~~ our ~~public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed~~ initial business combination, ~~may~~if ~~impose~~we aelect ~~minimum~~to ~~cash~~conduct ~~requirement~~redemption ~~for~~pursuant ~~(i) cash consideration~~ to ~~be paid to~~ the ~~target~~tender oroffer ~~its owners~~rules, ~~(ii) cash~~we ~~for working capital~~ or ~~other~~our ~~general~~sponsor ~~corporate~~will ~~purposes~~terminate orany ~~(iii) the~~plan ~~retention~~established ofin ~~cash~~accordance towith ~~satisfy~~Rule ~~other~~10b5-1 ~~conditions. In the event the aggregate cash consideration we would be required~~ to ~~pay~~purchase ~~for~~our ~~all~~ Class A ordinary shares ~~that~~in ~~are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to~~ the ~~terms~~open ofmarket, ~~the~~in ~~proposed~~order ~~initial business combination exceed the aggregate amount of cash available~~ to ~~us,~~comply wewith ~~will~~Rule ~~not~~14e-5 ~~complete~~under the ~~initial~~Exchange ~~business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof~~Act.

7We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares.

~~Table~~Our amended and restated memorandum and articles of ~~Contents~~association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. 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 initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

~~Limitation~~7 ~~on Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval~~

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

~~Delivering~~Limitation ~~Share~~on ~~Certificates~~Redemption inUpon ~~Connection~~Completion ~~with~~of ~~the~~Our ~~Exercise~~Initial ofBusiness ~~Redemption~~Combination ~~Rights~~If We Seek Shareholder Approval

AsIf ~~described above,~~ we ~~intend~~seek toshareholder ~~require~~approval of our ~~public~~initial ~~shareholders~~business ~~seeking~~combination toand ~~exercise~~we ~~their~~do ~~redemption~~not ~~rights,~~conduct ~~whether~~redemptions ~~they~~in ~~are~~connection ~~record~~with ~~holders~~our orinitial ~~hold~~business ~~their~~combination ~~shares~~pursuant ~~in “street name,”~~ to, at the ~~holder’s~~tender ~~option~~offer rules, ~~either~~our ~~deliver~~amended ~~their~~and ~~share~~restated ~~certificates~~memorandum toand ~~our~~articles ~~transfer~~of ~~agent~~association orprovide ~~deliver~~that ~~their~~a ~~shares~~public toshareholder, ~~our~~together ~~transfer~~with ~~agent~~any ~~electronically~~affiliate ~~using~~of ~~the~~such ~~Depository~~shareholder ~~Trust~~or ~~Company’s~~any ~~DWAC~~other ~~(Deposit/Withdrawal~~person Atwith ~~Custodian)~~whom ~~system,~~such ~~prior~~shareholder tois ~~the~~acting ~~date set forth~~ in ~~the~~concert ~~proxy materials~~ or ~~tender~~as ~~offer~~a ~~documents,~~“group” (as ~~applicable.~~defined Inunder ~~the~~Section 13 ~~case~~ of ~~proxy~~the ~~materials~~Exchange Act), ~~this~~will ~~date may~~ be uprestricted tofrom ~~two~~seeking ~~business~~redemption ~~days~~rights ~~prior~~with respect to ~~the~~Excess ~~scheduled~~Shares ~~vote~~without onour ~~the~~prior ~~proposal~~consent. toWe ~~approve~~believe ~~the~~this ~~initial~~restriction ~~business~~will ~~combination.~~discourage Inshareholders ~~addition,~~from ifaccumulating welarge ~~conduct~~blocks ~~redemptions~~of inshares, ~~connection~~and ~~with~~subsequent aattempts ~~shareholder~~by ~~vote,~~such weholders ~~intend~~ to ~~require~~use atheir ~~public~~ability ~~shareholder~~to ~~seeking~~exercise their redemption ofrights ~~its~~against ~~public~~a ~~shares~~proposed tobusiness ~~also~~combination ~~submit~~as a ~~written~~means ~~request~~to ~~for~~force ~~redemption~~us toor our ~~transfer~~management ~~agent~~to ~~two~~purchase ~~business~~their ~~days~~shares ~~prior~~at toa ~~the~~significant ~~scheduled~~premium ~~vote~~to ~~in which~~ the ~~name~~then-current ofmarket ~~the~~price ~~beneficial~~or ~~owner~~on ofother ~~such~~undesirable ~~shares~~terms. isAbsent ~~included.~~this ~~The~~provision, ~~proxy~~a ~~materials~~public orshareholder ~~tender~~holding ~~offer~~more ~~documents,~~than asan ~~applicable,~~aggregate ~~that~~of we15% ~~will~~of ~~furnish~~the toshares ~~holders~~sold ofin our initial public ~~shares~~offering incould ~~connection~~threaten ~~with~~to ~~our~~exercise ~~initial~~its ~~business~~redemption ~~combination~~rights ~~will~~if ~~indicate~~such ~~whether~~holder’s weshares are ~~requiring~~not ~~public~~purchased ~~shareholders~~by tous, ~~satisfy~~our ~~such~~sponsor ~~delivery~~or ~~requirements.~~our ~~Accordingly,~~management at a ~~public~~premium ~~shareholder~~to ~~would~~the ~~have~~then-current upmarket toprice ~~two~~or ~~business~~on ~~days~~other ~~prior~~undesirable toterms. ~~the~~By ~~scheduled~~limiting ~~vote~~our onshareholders’ ~~the~~ability ~~initial~~to ~~business~~redeem ~~combination~~no ifmore wethan ~~distribute~~15% ~~proxy~~of ~~materials,~~the orshares ~~from~~sold ~~the~~in ~~time~~our weinitial ~~send~~public ~~out~~offering, ~~our~~we ~~tender~~believe ~~offer~~we ~~materials~~will ~~until~~limit the ~~close~~ability of ~~the~~a ~~tender~~small ~~offer~~group ~~period,~~of asshareholders ~~applicable,~~ to ~~submit~~unreasonably orattempt ~~tender~~to ~~its~~block ~~shares~~our ifability itto ~~wishes~~complete toour ~~seek~~initial tobusiness ~~exercise~~combination, ~~its~~particularly ~~redemption~~in ~~rights.~~connection Inwith ~~the~~a ~~event~~business ~~that~~combination with a ~~shareholder~~target ~~fails~~that torequires ~~comply~~as ~~with~~a ~~these~~closing orcondition ~~any~~that ~~other~~we ~~procedures~~have ~~disclosed~~a inminimum ~~the~~net ~~proxy~~worth or ~~tender~~a ~~offer~~certain ~~materials,~~amount asof ~~applicable~~cash. However, ~~its~~we ~~shares~~would ~~may~~ not be ~~redeemed.~~restricting ~~Given~~our ~~the~~shareholders’ ~~relatively~~ability ~~short~~to ~~exercise~~vote ~~period,~~all itof istheir ~~advisable~~shares ~~for~~(including ~~shareholders~~Excess toShares) ~~use~~for ~~electronic~~or ~~delivery~~against ofour ~~their~~initial ~~public~~business ~~shares~~combination.

~~There~~Delivering isShare aCertificates ~~nominal~~in ~~cost~~Connection ~~associated~~ with the ~~above-referenced~~Exercise ~~process and the act~~ of ~~certificating~~Redemption ~~the~~Rights shares or delivering them through the DWAC system. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to submit or 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.

~~Any~~As ~~request~~described above, we intend to ~~redeem~~require ~~such~~our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” ~~once~~to, ~~made~~at the holder’s option, ~~may~~either bedeliver ~~withdrawn~~their atshare ~~any~~certificates ~~time~~to upour transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. ~~Furthermore~~In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a ~~holder~~shareholder ofvote, we intend to require a public ~~share~~shareholder ~~delivered~~seeking redemption of its ~~certificate~~public inshares ~~connection~~to ~~with~~also ansubmit ~~election~~a ofwritten request for redemption ~~rights~~to ~~and~~our ~~subsequently~~transfer ~~decides~~agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, ~~date~~that ~~not~~we will furnish to ~~elect~~holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to ~~exercise~~satisfy such ~~rights~~delivery requirements. Accordingly, ~~such~~a ~~holder~~public ~~may~~shareholder ~~simply~~would ~~request~~have ~~that~~up to two business days prior to the ~~transfer~~scheduled ~~agent~~vote ~~return~~on the ~~certificate~~initial ~~(physically~~business combination if we distribute proxy materials, or ~~electronically).~~from Itthe istime ~~anticipated~~we ~~that~~send out our tender offer materials until the ~~funds~~close toof bethe ~~distributed~~tender offer period, as applicable, to ~~holders~~submit ofor ~~our~~tender ~~public~~its shares ~~electing~~if it wishes to ~~redeem~~seek ~~their~~to exercise its redemption rights. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares ~~will~~may not be ~~distributed~~redeemed. ~~promptly~~Given ~~after~~ the ~~completion~~relatively ofshort ~~our~~exercise ~~initial~~period, ~~business~~it ~~combination~~is advisable for shareholders to use electronic delivery of their public shares.

IfThere ~~our~~is ~~initial~~a ~~business~~nominal ~~combination~~cost isassociated ~~not~~with ~~approved~~the above-referenced process and the act of certificating the shares or ~~completed~~delivering ~~for~~them ~~any~~through ~~reason,~~the ~~then~~DWAC ~~our~~system. ~~public~~The ~~shareholders~~transfer ~~who~~agent ~~elected~~will totypically ~~exercise~~charge ~~their~~the ~~redemption~~broker ~~rights~~submitting ~~would~~or ~~not~~tendering shares a fee of approximately $80.00 and it would be ~~entitled~~up to ~~redeem~~the ~~their~~broker ~~shares~~whether ~~for~~or ~~the~~not ~~applicable~~to ~~pro~~pass ~~rata~~this ~~share~~cost ofon to the ~~trust~~redeeming ~~account~~holder. InHowever, ~~such~~this ~~case,~~fee wewould ~~will~~be ~~promptly~~incurred ~~return~~regardless ~~any~~of ~~certificates~~whether ~~delivered~~or bynot ~~public~~we require holders ~~who~~seeking ~~elected~~to exercise redemption rights to ~~redeem~~submit or 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.

IfAny ~~our~~request ~~initial~~to ~~proposed~~redeem ~~business~~such ~~combination~~shares, isonce made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not ~~completed~~to elect to exercise such rights, wesuch holder may ~~continue~~simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to ~~try~~be distributed to ~~complete~~holders aof ~~business~~our ~~combination~~public ~~with~~shares aelecting ~~different~~to ~~target~~redeem ~~until~~their ~~May 6,~~shares ~~2023~~will be distributed promptly after the completion of our initial business combination.

8If 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.

~~Table~~If ofour ~~Contents~~initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until May 6, 2023.

~~Redemption~~8 ~~of Public Shares and Liquidation if No Initial Business Combination~~

per-shareTable of Contents

~~Our~~Redemption ~~sponsor,~~of ~~officers~~Public Shares and ~~directors~~Liquidation ~~have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them~~ if weNo ~~fail~~Initial toBusiness ~~complete~~Combination our initial business combination by May 6, 2023. However, if our sponsor or management team acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time period.

~~pre~~Our amended and restated memorandum and articles of association provide that we will have only until May 6, 2023 to complete our initial business combination. If we have not completed our initial business combination within such 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 (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the allotted time period.

~~per-share~~Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination by May 6, 2023. However, if our sponsor or management team acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time period.

WeOur ~~expect~~sponsor, ~~that~~officers ~~all~~and ~~costs~~directors ~~and~~have ~~expenses~~agreed, ~~associated~~pursuant ~~with~~to ~~implementing~~a ~~our~~written ~~plan~~agreement ofwith ~~dissolution~~us, asthat ~~well~~they aswill ~~payments~~not topropose any ~~creditors,~~amendment ~~will~~to beour ~~funded~~amended ~~from~~and ~~amounts~~restated ~~remaining~~memorandum ~~out~~and articles of association (A) to modify the ~~approximately~~substance ~~$344,000~~or timing of ~~proceeds~~our ~~held~~obligation ~~outside~~to ~~the~~allow ~~trust~~redemption ~~account~~in ~~and~~connection ~~future~~with ~~working~~our ~~capital~~initial ~~loans~~business ~~from~~combination ~~the~~or ~~sponsor,~~to ~~although~~redeem we100% ~~cannot~~of ~~assure~~our ~~you~~public ~~that~~shares ~~there~~if ~~will~~we bedo ~~sufficient~~not ~~funds~~complete ~~for~~our ~~such~~initial ~~purpose.~~business ~~However~~combination by May 6, if2023 ~~those~~or ~~funds~~(B) with ~~are~~respect ~~not~~to ~~sufficient~~any other material provisions relating to ~~cover~~shareholders’ ~~the~~rights ~~costs~~or ~~and~~pre-initial ~~expenses~~business ~~associated~~combination ~~with~~activity, ~~implementing~~unless we provide our ~~plan~~public shareholders with the opportunity to redeem their public shares upon approval of ~~dissolution~~any such amendment at a per-share price, payable in cash, equal to the ~~extent~~aggregate ~~that~~amount ~~there~~then ison ~~any~~deposit in the trust account, including interest ~~accrued~~earned on the funds held in the trust account and not ~~required~~previously released to us to pay ~~income~~our taxes, ondivided ~~interest~~by ~~income~~the ~~earned~~number onof ~~the~~then ~~trust~~outstanding ~~account~~public ~~balance~~shares. However, we may ~~request~~not ~~the~~redeem ~~trustee~~our topublic ~~release~~shares toin us an ~~additional~~ amount ofthat upwould cause our net tangible assets to be less than $~~100~~5,000,001. If this optional redemption right is exercised with respect to an excessive number of public shares such ~~accrued~~that ~~interest~~we tocannot ~~pay~~satisfy ~~those~~the ~~costs~~net ~~and~~tangible ~~expenses~~asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.

~~per-share~~We 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 approximately $344,000 of proceeds held outside the trust account and future working capital loans from the sponsor, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay income taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

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

Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Marcum LLP, our independent registered public accounting firm, and the underwriters of our initial public offering 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 will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than Marcum LLP, our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds 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 share due to reductions in the value of the trust assets, less taxes payable, 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 the monies held in the trust account (whether or not such waiver is enforceable) 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. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the funds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. 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 share.

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

If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the funds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

~~winding~~Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination by May 6, 2023, (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 allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by May 6, 2023 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-upinitial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination. 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.

~~winding-up~~Conflicts of Interest

~~winding~~Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-up current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. 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~~Facilities

~~Conflicts~~We ofcurrently ~~Interest~~utilize office space at PO Box 309, Ugland House, Grand Cayman KY1-1104. We consider our current office space adequate for our current operations.

~~Each~~11 of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then- current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. 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.

FacilitiesTable of Contents

~~KY1-1104.~~Employees

11We currently have two officers: Hélio Magalhães and J. Douglas Smith. 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.

~~Table~~12 ~~of Contents~~

EmployeesTable of Contents

~~We currently have two officers: Hélio Magalhães and J~~Item 1A. ~~Douglas~~Risk ~~Smith.~~Factors 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.

12An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form 10-K and the prospectus associated with our Initial Public Offering, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

~~Table~~General ofRisk ~~Contents~~Factors

~~Item 1A.~~We ~~Risk~~are ~~Factors~~a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

~~10-K~~We are a blank check company incorporated 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. 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.

~~General~~Our ~~Risk~~independent ~~Factors~~registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

WeAs ~~are~~of aDecember 31, ~~blank~~2022, ~~check~~we ~~company~~had ~~with~~cash nooutside ~~operating~~the ~~history~~trust account of $132,219 and noworking ~~revenues~~capital deficiency of $556,736. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management’s plans to address this need for capital through our initial public offering are discussed in the section of this annual report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We cannot assure you ~~have~~that noour ~~basis~~plans onto ~~which~~raise capital or to ~~evaluate~~consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to ~~achieve~~continue as a going concern. The financial statements contained elsewhere in this annual report do not include any adjustments that might result from our ~~business~~inability ~~objective~~to consummate our initial public offering or our inability to continue as a going concern.

WePast ~~are~~performance aby ~~blank~~our ~~check~~management ~~company incorporated under the laws of the Cayman Islands with no operating results~~team, ~~and we will not commence operations until obtaining funding through~~ our ~~initial~~sponsor ~~public~~and ~~offering.~~their ~~Because we lack an operating history~~affiliates, ~~you~~including ~~have~~investments noand ~~basis~~transactions ~~upon~~in which tothey ~~evaluate~~have ~~our~~participated ~~ability~~and tobusinesses ~~achieve~~with ~~our~~which ~~business~~they ~~objective of completing our initial business combination. We~~ have nobeen ~~plans~~associated, ~~arrangements or understandings with any prospective target business concerning a business combination and~~ may not be ~~unable~~indicative toof ~~complete~~future ~~our~~performance ~~initial~~of ~~business~~an ~~combination.~~investment Ifin wethe ~~fail to complete our initial business combination, we will never generate any operating revenues~~Company.

~~Our~~Information ~~independent~~regarding ~~registered~~our ~~public~~management ~~accounting~~team ~~firm’s~~and ~~report~~their ~~contains~~affiliates, anincluding ~~explanatory~~investments ~~paragraph~~and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by our management team and their affiliates and the businesses with which they have been associated, is not a guarantee that ~~expresses~~we ~~substantial~~will ~~doubt~~be ~~about~~able to successfully identify a suitable candidate for our ~~ability~~initial business combination, that we will be able to ~~continue~~provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as aindicative ~~“going~~of ~~concern~~the future performance of an investment in us or as indicative of every prior investment by each of the members of our management team or their affiliates.” The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.

As13 of December 31, 2021, we had cash outside the trust account of $343,519 and working capital of $475,704. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management’s plans to address this need for capital through our initial public offering are discussed in the section of this annual report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We cannot assure you that our plans to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this annual report do not include any adjustments that might result from our inability to consummate our initial public offering or our inability to continue as a going concern.

PastTable performance by our management team, our sponsor and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the Company. Contents

~~Information~~Cyber ~~regarding~~incidents ~~our~~or ~~management~~attacks ~~team~~directed ~~and~~at ~~their~~us ~~affiliates,~~could ~~including~~result ~~investments and transactions~~ in ~~which~~information ~~they have participated and businesses with which they have been associated~~theft, isdata ~~presented for informational purposes only. Any past experience and performance by our management team and their affiliates and the businesses with which they have been associated~~corruption, isoperational ~~not~~disruption a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us /or asfinancial ~~indicative of every prior investment by each of the members of our management team or their affiliates~~loss. ~~The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.~~

13We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of 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.

~~Table~~We may not have sufficient funds to satisfy indemnification claims of ~~Contents~~our directors and officers.

~~Cyber~~We ~~incidents~~have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or ~~attacks~~claim ~~directed~~of atany uskind ~~could~~in ~~result~~or to any monies in ~~information~~the ~~theft,~~trust ~~data~~account ~~corruption~~and to not seek recourse against the trust account for any reason whatsoever. Accordingly, ~~operational~~any ~~disruption~~indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and/ directors may discourage shareholders from bringing a lawsuit against our officers or ~~financial~~directors ~~loss~~for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

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

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may ~~not~~be ~~have~~difficult, ~~sufficient~~time ~~funds~~consuming and costly. Those laws and regulations and their interpretation and application may also change from time to ~~satisfy~~time ~~indemnification~~and ~~claims~~those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our ~~directors~~business, including our ability to negotiate and ~~officers~~complete our initial business combination, and results of operations.

We ~~have~~are ~~agreed~~an toemerging ~~indemnify~~growth ~~our~~company ~~officers~~ and ~~directors~~a tosmaller ~~the~~reporting ~~fullest~~company ~~extent~~within ~~permitted~~the bymeaning ~~law. However, our officers and directors have agreed to waive any right, title, interest or claim~~ of ~~any kind in or to any monies in~~ the ~~trust~~Securities ~~account~~Act, and ~~to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only~~ if ~~(i)~~ we ~~have~~take ~~sufficient~~advantage ~~funds outside~~ of ~~the~~certain ~~trust~~exemptions ~~account~~from ordisclosure ~~(ii) we~~requirements ~~consummate~~available ~~an initial business combination. Our obligation~~ to ~~indemnify~~emerging ~~our~~growth ~~officers~~companies ~~and directors may discourage shareholders from bringing a lawsuit against our officers~~ or ~~directors~~smaller ~~for~~reporting ~~breach~~companies, ofthis ~~their~~could ~~fiduciary~~make ~~duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against~~ our ~~officers~~securities ~~and~~less ~~directors,~~attractive ~~even~~to ~~though~~investors ~~such an action, if successful, might otherwise benefit us~~ and ~~our shareholders. Furthermore, a shareholder’s investment~~ may bemake ~~adversely~~it ~~affected~~more difficult to ~~the~~compare ~~extent we pay the costs of settlement and damage awards against~~ our ~~officers~~performance ~~and~~with ~~directors~~other ~~pursuant~~public ~~to these indemnification provisions~~companies.

~~Changes~~We inare ~~laws~~an or“emerging ~~regulations~~growth company” within the meaning of the Securities Act, oras amodified ~~failure~~by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with ~~any~~the ~~laws~~auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and ~~regulations~~proxy statements, ~~may~~and ~~adversely~~exemptions ~~affect~~from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our ~~business~~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 ~~ability~~Class A toordinary ~~negotiate~~shares ~~and~~held ~~complete~~by non- affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our ~~initial~~securities ~~business~~less ~~combination~~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 ~~results~~the trading prices of ~~operations~~our securities may be more volatile.

We14 are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be 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 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.

WeTable 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. Contents

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

14Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not exceed $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

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

~~non~~Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the

SSarbanes-KOxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

~~non-affiliates~~Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

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

~~Compliance~~Our ~~obligations~~corporate ~~under~~affairs are governed by our amended and restated memorandum and articles of association, the ~~Sarbanes-Oxley~~Companies Act (as the same may ~~make~~be itsupplemented ~~more~~or ~~difficult~~amended ~~for~~from ustime to ~~effectuate~~time) ~~our~~and ~~initial~~the ~~business~~common ~~combination~~law of the Cayman Islands. We are subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, ~~require~~actions ~~substantial~~by ~~financial~~minority shareholders and ~~management~~the ~~resources~~fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and ~~increase~~the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the ~~time~~United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and ~~costs~~certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of ~~completing~~corporate anlaw. ~~initial~~In ~~business~~addition, ~~combination~~Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

~~10-K~~15

Sarbanes-OxleyTable Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. Contents

~~Because~~We wehave been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are ~~incorporated~~unlikely ~~under~~(i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, ~~you~~to ~~may~~impose ~~face~~liabilities ~~difficulties~~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 ~~protecting~~nature. ~~your~~In ~~interests~~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 ~~your~~enforce ~~ability~~a toforeign ~~protect~~money ~~your~~judgment ~~rights~~of ~~through~~a foreign court of competent jurisdiction without retrial on the Umerits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met.S. ~~Federal~~For ~~courts~~a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be ~~limited~~held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

WeAs ~~are~~a anresult ~~exempted~~of ~~company~~all ~~incorporated under the laws~~ of the ~~Cayman~~above, ~~Islands.~~public Asshareholders amay ~~result,~~have itmore ~~may~~difficulty bein ~~difficult~~protecting ~~for~~their ~~investors~~interests toin ~~effect~~the ~~service~~face of ~~process~~actions ~~within~~taken ~~the~~by ~~United~~management, ~~States~~members ~~upon~~of ~~our~~the ~~directors~~board orof ~~officers,~~directors or ~~enforce~~controlling ~~judgments~~shareholders ~~obtained~~than inthey ~~the~~would ~~United~~as ~~States~~public ~~courts~~shareholders ~~against~~of ~~our~~a ~~directors~~United orStates ~~officers~~company.

~~Our~~We ~~corporate~~identified ~~affairs~~a ~~will~~material beweakness ~~governed~~in by our ~~amended~~internal ~~and~~control ~~restated~~over ~~memorandum~~financial ~~and~~reporting ~~articles~~relating ~~of association, the Companies Act (as the same may be supplemented or amended from time~~ to ~~time)~~our ~~and~~complex ~~the~~financial ~~common law of the Cayman Islands~~instruments. WeThis ~~will~~material ~~also~~weakness becould ~~subject~~continue to ~~the~~adversely ~~federal~~affect ~~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~~ability to usreport under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our ~~shareholders~~results ~~and the fiduciary responsibilities~~ of ~~our~~operations 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~~financial ~~states,~~condition ~~such~~accurately ~~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~~timely ~~court of the United States~~manner.

15Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management also evaluates the effectiveness of our internal controls and we will disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

~~Table~~Management identified errors made in our historical financial statements where we improperly classified a portion of ~~Contents~~our public shares as permanent equity to maintain shareholders’ equity greater than $5,000,000 on the basis that we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001. As part of such process, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible assets required by us to complete our initial business combination. Therefore, management concluded that our previously issued financial statements impacted should be restated to report all public shares as temporary equity. Management concluded that the foregoing constituted a material weakness and has not been remediated as of December 31, 2022.

WeAs ~~have~~a ~~been advised by Maples and Calder (Cayman) LLP~~result, ~~our~~we ~~Cayman~~performed ~~Islands~~additional ~~legal~~analysis ~~counsel,~~as ~~that~~deemed ~~the~~necessary ~~courts of the Cayman Islands are unlikely (i)~~ to ~~recognize~~ensure orthat ~~enforce~~our ~~against~~financial usstatements ~~judgments~~were ofprepared ~~courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii)~~ in ~~original~~accordance ~~actions~~with ~~brought~~U.S. ingenerally ~~the~~accepted ~~Cayman~~accounting ~~Islands,~~principles. ~~to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state~~Accordingly, somanagement ~~far~~believes asthat the ~~liabilities~~financial ~~imposed~~statements byincluded ~~those provisions are penal~~ in ~~nature.~~this ~~In those~~annual ~~circumstances,~~report ~~although~~on ~~there~~Form is10-K nopresent ~~statutory~~fairly ~~enforcement~~ in ~~the~~all ~~Cayman~~material ~~Islands~~respects ofour ~~judgments~~financial ~~obtained in the United States~~position, ~~the~~results ~~courts~~ of ~~the~~operations ~~Cayman Islands will recognize~~ and ~~enforce~~cash aflows ~~foreign~~for ~~money~~the ~~judgment~~period ofpresented. aHowever, ~~foreign~~we ~~court~~cannot ofassure ~~competent~~you ~~jurisdiction without retrial on the merits based on the principle~~ that ~~a judgment of a competent foreign court imposes upon~~ the ~~judgment~~foregoing ~~debtor~~will annot ~~obligation~~result toin ~~pay~~any ~~the~~future ~~sum~~material ~~for~~weaknesses ~~which~~or ~~judgment~~deficiencies ~~has~~in ~~been~~internal ~~given~~control ~~provided~~over ~~certain~~financial ~~conditions~~reporting. ~~are~~Even ~~met.~~though ~~For~~we ahave ~~foreign~~strengthened ~~judgment~~our tocontrols beand ~~enforced~~procedures, in the ~~Cayman~~future ~~Islands,~~those ~~such~~controls ~~judgment must be final~~ and ~~conclusive~~procedures ~~and~~may ~~for a liquidated sum, and must~~ not be inadequate ~~respect~~to ofprevent ~~taxes~~ or aidentify ~~fine~~irregularities or ~~penalty,~~errors ~~inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud~~ or ~~obtained in a manner, or be of a kind the enforcement of which is, contrary~~ to ~~natural~~facilitate ~~justice or~~ the ~~public~~fair ~~policy~~presentation of ~~the~~our ~~Cayman~~financial ~~Islands (awards of punitive or multiple damages may well be held to be contrary to public policy)~~statements. ~~A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.~~

As16 a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

WeTable identified a material weakness in our internal control over financial reporting relating to our complex financial instruments. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner. Contents

~~Our~~Risks ~~management~~Relating ~~is responsible for establishing and maintaining adequate internal control over financial reporting designed~~ to ~~provide~~our ~~reasonable~~Search ~~assurance regarding the reliability of financial reporting and the preparation of financial statements~~ for, ~~external~~Consummation ~~purposes in accordance with GAAP. Our management also evaluates the effectiveness~~ of ~~our internal controls and we will disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency~~, or aInability ~~combination~~to ~~of deficiencies~~Consummate, ~~in internal control over financial reporting, such that there is~~ a ~~reasonable~~Business ~~possibility~~Combination ~~that~~and aPost-Business ~~material~~Combination ~~misstatement~~Risks ~~of our annual or interim financial statements will not be prevented or detected on a timely basis.~~

InOur ~~addition~~public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, inand ~~connection~~even ~~with~~if ~~the~~we ~~preparation~~hold a vote, holders of our ~~financial~~founder ~~statements~~shares aswill participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.

,We ~~management~~may ~~identified~~choose ~~errors~~not ~~made~~to inhold ~~our~~a ~~historical~~shareholder ~~financial~~vote ~~statements~~to ~~where~~approve weour ~~improperly~~initial ~~classified~~business acombination ~~portion~~unless ofthe ~~our~~business ~~public~~combination ~~shares~~would asrequire ~~permanent~~shareholder ~~equity~~approval tounder ~~maintain~~applicable ~~shareholders’~~law ~~equity~~or ~~greater~~stock ~~than~~exchange ~~$5,000,000~~listing onrequirements. In such case, the ~~basis~~decision ~~that~~as to whether we will ~~consummate~~seek ~~our~~shareholder ~~initial~~approval of a proposed business combination ~~only~~or ifwill weallow ~~have~~shareholders ~~net~~to ~~tangible~~sell ~~assets~~their ofshares atto ~~least~~us ~~$5,000,001.~~in Asa ~~part~~tender ofoffer ~~such~~will ~~process,~~be ~~management~~made ~~determined~~by ~~that~~us, ~~the~~solely ~~public~~in ~~shares~~our ~~include~~discretion, ~~certain~~and ~~provisions~~will ~~that~~be ~~require~~based ~~classification~~on ofa ~~the~~variety ~~public~~of ~~shares~~factors, such as ~~temporary~~the ~~equity~~timing ~~regardless~~ of the ~~minimum~~transaction ~~net~~and ~~tangible~~whether ~~assets~~the ~~required~~terms byof the transaction would otherwise require us to ~~complete~~seek ~~our~~shareholder ~~initial~~approval. ~~business~~Even ~~combination.~~if ~~Therefore~~we seek shareholder approval, ~~management~~the ~~concluded~~holders ~~that~~of our ~~previously~~founder ~~issued~~shares ~~financial~~will ~~statements~~participate ~~impacted~~in ~~should~~the bevote ~~restated~~on tosuch ~~report~~approval. ~~all~~Accordingly, ~~public~~we ~~shares~~may ascomplete ~~temporary~~our ~~equity.~~initial ~~Management~~business ~~concluded~~combination ~~that~~even ~~the~~if ~~foregoing~~holders ~~constituted~~of a ~~material~~majority ~~weakness~~of asour ordinary shares do not approve of the business combination we complete.

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

~~10-K~~At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. 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 vote. Accordingly, your only opportunity to effect your investment decision regarding our initial 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.

16Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

~~Table~~We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of ~~Contents~~businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

~~Risks~~17 ~~Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks~~

OurTable public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. Contents

WeThe ~~may~~ability ~~choose~~of ~~not to hold a shareholder vote to approve~~ our ~~initial~~public business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to ~~sell~~redeem their shares tofor uscash inmay amake ~~tender offer will be made by us, solely in~~ our ~~discretion,~~financial ~~and~~condition ~~will~~unattractive beto ~~based~~potential onbusiness acombination ~~variety of factors~~targets, ~~such~~which asmay ~~the~~make ~~timing~~it ofdifficult ~~the~~for ~~transaction and whether the terms of the transaction would otherwise require~~ us to ~~seek~~enter ~~shareholder~~into ~~approval.~~a ~~Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such approval. Accordingly, we may complete our initial~~ business combination ~~even~~with ~~if holders of~~ a ~~majority of our ordinary shares do not approve of the business combination we complete~~target.

~~Your~~We ~~only~~may ~~opportunity~~seek to ~~effect~~enter ~~your~~into ~~investment~~a ~~decision~~business ~~regarding~~combination transaction agreement with a ~~potential~~minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. 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 underwriter 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. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion of our initial business combination, or any greater net tangible asset or cash requirement that may be ~~limited~~contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets, after payment of the ~~exercise~~deferred underwriting commissions, to be less than $5,000,001 upon completion of ~~your~~our ~~right~~initial business combination or less than such greater amount necessary to ~~redeem~~satisfy ~~your~~a closing condition as described above, we would not proceed with such redemption of our public shares ~~from~~and usthe related business combination, and we may instead search for ~~cash~~an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. 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 the deferred underwriting commissions.

AtThe ~~the~~ability ~~time~~ of ~~your~~our ~~investment~~public inshareholders ~~us,~~to ~~you~~exercise ~~will~~redemption ~~not~~rights ~~be provided~~ with anrespect ~~opportunity~~ to ~~evaluate~~a ~~the~~large ~~specific~~number ~~merits or risks~~ of our ~~initial~~shares ~~business combination. Since our board of directors~~ may ~~complete a business combination without seeking shareholder approval, public shareholders may~~ not ~~have~~allow ~~the~~us ~~right or opportunity~~ to ~~vote~~complete on the ~~business~~most ~~combination,~~desirable ~~unless we seek such shareholder vote. Accordingly, your only opportunity to effect your investment decision regarding our initial~~ business combination ~~may~~or beoptimize ~~limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in~~ our ~~tender~~capital ~~offer documents mailed to our public shareholders in which we describe our initial business combination~~structure.

~~Because~~At ofthe time we enter into an agreement for our ~~limited~~initial ~~resources~~business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the ~~significant~~transaction ~~competition~~based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination ~~opportunities~~agreement requires us to use a portion of the cash in the trust account to pay the purchase price, itor requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may beneed ~~more~~to ~~difficult~~restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for usthird party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to ~~complete~~the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination. IfIn weaddition, ~~are~~the ~~unable~~amount of the deferred underwriting commissions payable to ~~complete~~the ~~our~~underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination,. ~~our~~The ~~public~~per-share amount we will distribute to shareholders ~~may~~who ~~receive~~properly ~~only~~exercise their ~~pro~~redemption ~~rata~~rights ~~portion~~will ofnot be reduced by the ~~funds~~deferred inunderwriting commission and after such redemptions, the amount held in trust ~~account~~will ~~that~~continue ~~are~~to ~~available~~reflect ~~for~~our ~~distribution~~obligation to ~~public~~pay ~~shareholders,~~the ~~and~~entire deferred underwriting commissions. The above considerations may limit our ~~warrants~~ability ~~will~~to ~~expire~~complete ~~worthless~~the most desirable business combination available to us or optimize our capital structure.

WeThe ~~expect~~ability to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public ~~offering~~shareholders ~~and~~to ~~the~~exercise ~~sale~~redemption ofrights ~~the private placement warrants, our ability to compete~~ with respect to ~~the~~a ~~acquisition~~large ofnumber ~~certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition~~ of ~~certain target businesses. Furthermore, we are obligated to offer holders of~~ our ~~public~~ shares ~~the~~could ~~right~~increase ~~to redeem their shares for cash at~~ the ~~time~~probability ofthat our initial business combination inwould ~~conjunction with a shareholder vote or via a tender offer. Target companies will~~ be ~~aware~~unsuccessful and that ~~this~~you ~~may~~would ~~reduce~~have ~~the resources available~~ to uswait for ~~our~~liquidation ~~initial business combination. Any of these obligations may place us at a competitive disadvantage~~ in ~~successfully~~order ~~negotiating a business combination. If we are unable~~ to ~~complete~~redeem ~~our~~your initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthlessshares.

17If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.

~~Table~~18 ~~of Contents~~

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

~~per-share~~The requirement that we complete our 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.

~~non-redeeming~~Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within 24 months from the closing of our initial public offering. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination 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. On March 27, 2023, we filed a Preliminary Proxy Statement on Schedule 14A (the “Preliminary Schedule 14A”) relating to a proposed special meeting of shareholders anticipated to be held to approve an amendment to our amended and restated memorandum and articles of association which would, if implemented, allow us to extend the date by which we have to consummate an initial business combination from May 6, 2023 to November 6, 2023, subject to an additional six month extension to May 6, 2024, at the Company’s sole discretion (such proposal, the “Extension Amendment Proposal”). We cannot guarantee that our shareholders will approve the Extension Amendment Proposal.

~~The~~Our ~~ability~~search offor ~~our~~a ~~public~~business ~~shareholders~~combination, toand ~~exercise~~any ~~redemption~~partner ~~rights~~business with ~~respect~~which towe aultimately ~~large~~complete ~~number~~a ofbusiness ~~our~~combination, ~~shares~~ may ~~not~~be ~~allow~~materially usadversely toaffected ~~complete~~by the ~~most~~coronavirus ~~desirable~~(COVID-19) ~~business~~pandemic ~~combination~~and orthe ~~optimize~~status ~~our~~of ~~capital~~debt ~~structure~~and equity markets.

~~one~~The COVID-~~to-one~~19 pandemic has resulted in, and a significant outbreak of other infectious diseases could result in, a widespread health crisis that has adversely affected 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.

~~per~~Furthermore, we may be unable to complete a business combination if concerns relating to COVID-~~share~~19 continue to restrict travel, limit the ability to have meetings with potential investors or the partner business’s personnel, vendors and services providers are unavailable to negotiate and complete a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain 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 complete a business combination, or the operations of a partner business with which we ultimately complete a business combination, may be materially adversely affected. In addition, our ability to complete 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.

~~The~~Finally, ~~ability~~the outbreak of ~~our~~COVID-19 ~~public~~may ~~shareholders~~also tohave ~~exercise~~the ~~redemption~~effect ~~rights~~of ~~with~~heightening ~~respect~~many ~~to a large number~~ of ~~our shares could increase~~ the ~~probability~~other ~~that~~risks ~~our~~described ~~initial~~in ~~business~~this ~~combination~~“Risk ~~would~~Factors” besection, ~~unsuccessful~~such ~~and~~as ~~that~~those ~~you~~related ~~would have~~ to ~~wait~~the market for ~~liquidation~~our insecurities ~~order~~and tocross-border ~~redeem your shares~~transactions.

IfWe ~~our~~may ~~initial~~not ~~business~~be ~~combination~~able ~~agreement requires us~~ to ~~use~~complete ~~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~~within be24 ~~unsuccessful~~months isafter ~~increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of~~ the ~~trust~~closing ~~account until we liquidate the trust account. If you are in need~~ of ~~immediate~~our ~~liquidity,~~initial ~~you~~public ~~could attempt to sell your shares in the open market; however~~offering, ~~at such time our shares may trade at a discount to the pro rata amount per share~~ in ~~the~~which ~~trust~~case ~~account.~~we Inwould ~~either~~cease ~~situation,~~all ~~you~~operations ~~may~~except ~~suffer~~for ~~a material loss on your investment or lose~~ the ~~benefit~~purpose of ~~funds~~winding ~~expected~~up inand ~~connection with your exercise of redemption rights until~~ we ~~liquidate~~would orredeem ~~you~~our ~~are~~public ~~able to sell your~~ shares inand ~~the open market~~liquidate.

18We may not be able to find a suitable target business and complete our 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-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.

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

TheTable requirement that we complete our 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~~Additionally, ~~potential~~the ~~target~~COVID-19 ~~business~~pandemic ~~with~~may ~~which~~negatively weimpact ~~enter~~businesses ~~into~~we ~~negotiations~~may ~~concerning~~seek ato ~~business~~acquire. ~~combination~~If ~~will be aware that~~ we ~~must~~have ~~complete~~not completed our initial business combination within 24such ~~months~~time ~~from~~period, we will: (i) cease all operations except for the ~~closing~~purpose of ~~our~~winding ~~initial~~up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public ~~offering.~~shares, ~~Consequently~~at a per-share price, ~~such~~payable ~~target~~in ~~business~~cash, ~~may~~equal ~~obtain~~to ~~leverage~~the ~~over~~aggregate usamount then on deposit in ~~negotiating a~~the ~~business~~trust ~~combination~~account, ~~knowing~~including ~~that~~interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if weany) doand ~~not~~(iii) as ~~complete~~promptly as reasonably possible following such redemption, subject to the approval of our ~~initial~~remaining ~~business~~shareholders ~~combination~~and ~~with~~our ~~that~~board ~~particular~~of ~~target~~directors, ~~business~~liquidate and dissolve, wesubject ~~may~~in beeach ~~unable~~case, to ~~complete~~ our ~~initial~~obligations ~~business~~under ~~combination~~Cayman ~~with~~Islands ~~any~~law ~~target~~to ~~business.~~provide ~~This~~for ~~risk~~claims ~~will~~of ~~increase~~creditors asand wein ~~get~~all ~~closer~~cases subject to the ~~timeframe~~other ~~described~~requirements ~~above~~of applicable law. InOn ~~addition~~March 27, 2023, we ~~may~~filed ~~have~~the ~~limited~~Preliminary ~~time~~Schedule 14A relating to ~~conduct~~a ~~due~~proposed ~~diligence~~special ~~and~~meeting ~~may~~of ~~enter~~shareholders ~~into~~anticipated to be held to approve an amendment to our amended and restated memorandum and articles of association which would, if implemented, allow us to extend the date by which we have to consummate an initial business combination onfrom ~~terms~~May 6, ~~that~~2023 weto ~~would~~November 6, ~~have~~2023, ~~rejected~~subject ~~upon~~to aan ~~more~~additional ~~comprehensive~~six ~~investigation~~month extension to May 6, 2024, at the Company’s sole discretion. We cannot guarantee that our shareholders will approve the Extension Amendment Proposal.

~~(COVID-19)~~If we are unable to consummate our initial business combination within 24 months from the closing of our initial public offering, our public shareholders may be forced to wait beyond such to 24 months before redemption from our trust account.

~~COVID~~If we are unable to consummate our initial business combination within 24 months from the closing of our initial public offering, the funds then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-19up, 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 funds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination.

~~COVID-19~~If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

~~COVID~~Our initial shareholders own approximately 20% of our issued and outstanding ordinary shares as of December 31, 2022. Our initial shareholders and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive 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, including the founder shares. As a result, in addition to our initial shareholders’ founder shares (including Phoenix’s founder shares for purposes of this calculation), we would need 7,500,001, or 37.5%, of the 20,000,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-19allotment option is not exercised). In addition, in the event that Phoenix purchases 3,000,000 units (either in our initial public offering or after, or both) and votes them in favor of our initial business combination, a smaller proportion of affirmative votes from other public shareholders (31%) would be required to approve our initial business combination. Phoenix’s interest in the founder shares may provide an incentive to vote its shares in favor or our initial business combination.

~~COVID-19~~Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that we will receive an ordinary resolution, being the requisite shareholder approval for such initial business combination.

~~COVID-19~~20

COVID-19Table of Contents

~~COVID-19~~If we seek shareholder approval of our initial business combination, our sponsor, Phoenix, our other initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.

~~COVID~~If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, Phoenix, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material non-19public information), our initial shareholders, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

WeNone ~~may~~of ~~not~~the funds in the trust account will be ~~able~~used to ~~complete~~purchase shares or public warrants in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, initial shareholders, directors, officers, advisors, Phoenix or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination ~~within~~and 24thereby ~~months~~increase ~~after~~the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial ~~public~~business ~~offering~~combination, inwhere ~~which~~it ~~case~~appears wethat such requirement would ~~cease~~otherwise ~~all~~not ~~operations~~be ~~except~~met. ~~for~~The purpose of any such purchases of public warrants could be to reduce the ~~purpose~~number of ~~winding~~public upwarrants ~~and~~outstanding weor ~~would~~to ~~redeem~~vote such warrants on any matters submitted to the warrant holders for approval in connection with our ~~public~~initial ~~shares~~business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and ~~liquidate~~Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

~~COVID-19~~In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

19If 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 submitting or tendering its shares, such shares may not be redeemed.

~~Table~~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 materials or tender offer documents, as applicable, such shareholder may not become aware of ~~Contents~~the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, 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 tender or submit public shares for redemption. For example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.

~~COVID-19~~21

per-shareTable of Contents

IfWe wemay ~~are~~be unable to ~~consummate~~obtain additional financing to complete our initial business combination ~~within~~or 24to ~~months~~fund ~~from~~ the ~~closing~~operations ofand ~~our~~growth ~~initial~~of ~~public~~a ~~offering~~target business, ~~our~~which ~~public~~could ~~shareholders~~compel ~~may~~us ~~be forced~~ to ~~wait~~restructure ~~beyond~~or ~~such~~abandon toa 24particular ~~months~~business ~~before redemption from our trust account~~combination.

~~wind-up~~We have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of our initial public offering and the sale of the private placement warrants. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate.

IfFurther, we ~~seek~~may ~~shareholder~~be ~~approval~~required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial ~~shareholders~~business ~~and~~combination, ~~management~~or ~~team~~to ~~have~~fund ~~agreed~~the purchase of other companies. If we are unable to ~~vote~~complete inour ~~favor~~initial business combination, our public shareholders may only receive their pro rata portion of ~~such~~the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, ~~regardless~~we may require such financing to fund the operations or growth of ~~how~~the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our ~~public~~officers, directors or shareholders ~~vote~~is required to provide any financing to us in connection with or after our initial business combination.

~~Our~~Although ~~initial~~we ~~shareholders~~have ~~own~~identified ~~approximately~~general ~~20%~~criteria ~~of our issued~~ and ~~outstanding~~guidelines ~~ordinary~~that ~~shares~~we asbelieve ofare ~~December 31,~~important ~~2021.~~in ~~Our~~evaluating ~~initial~~prospective ~~shareholders~~target ~~and~~businesses, ~~management~~we ~~team also~~ may ~~from~~enter ~~time~~into ~~to time purchase Class A ordinary shares prior to~~ our initial business combination. ~~Our~~with ~~amended~~a ~~and~~target ~~restated memorandum and articles of association provide~~ that, ifdoes wenot ~~seek~~meet ~~shareholder approval of an initial business combination,~~ such ~~initial~~criteria ~~business~~and ~~combination will be approved if we receive an ordinary resolution under Cayman Islands law~~guidelines, ~~which requires the affirmative vote of a majority of the shareholders who attend~~ and ~~vote~~as at a ~~general meeting of the company, including the founder shares. As a~~ result, ~~in addition to our initial shareholders’ founder shares (including Phoenix’s founder shares for purposes of this calculation), we would need 7,500,001, or 37.5%, of~~ the ~~20,000,000~~target ~~public shares sold in our initial public offering to be voted in favor of an initial~~ business ~~combination~~with inwhich ~~order~~we toenter ~~have~~into our initial business combination ~~approved~~may ~~(assuming all outstanding shares are voted and the over-allotment option is~~ not ~~exercised).~~have Inattributes ~~addition,~~entirely inconsistent ~~the~~with ~~event that Phoenix purchases 3,000,000 units (either in~~ our ~~initial~~general ~~public~~criteria ~~offering or after, or both)~~ and ~~votes them in favor of our initial business combination, a smaller proportion of affirmative votes from other public shareholders (31%) would be required to approve our initial business combination~~guidelines. ~~Phoenix’s interest in the founder shares may provide an incentive to vote its shares in favor or our initial business combination.~~

~~Accordingly~~Although we have identified general criteria and guidelines, ifincluding geographic area, for evaluating prospective target businesses, it is possible that a target business with which we ~~seek~~enter ~~shareholder~~into ~~approval~~our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, ~~the~~such ~~agreement~~combination bymay ~~our~~not ~~initial~~be ~~shareholders~~as ~~and~~successful ~~management~~as ~~team~~a tocombination ~~vote~~with ina ~~favor~~business that does meet all of our ~~initial~~general criteria and guidelines. In addition, if we announce a prospective business combination ~~will~~with ~~increase~~a ~~the~~target ~~likelihood~~that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that werequires ~~will~~us ~~receive~~to anhave ~~ordinary~~a ~~resolution~~minimum net worth or a certain amount of cash. In addition, ~~being~~if shareholder approval of the ~~requisite~~transaction is required by law, or we decide to obtain shareholder approval for ~~such~~business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

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

~~Table~~We may consider a business combination outside of ~~Contents~~our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in our initial public offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this annual report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors.

If22 we seek shareholder approval of our initial business combination, our sponsor, Phoenix, our other initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.

non-publicTable of Contents

~~None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. Such purchases may include a contractual acknowledgment that such shareholder~~Accordingly, ~~although~~any ~~still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.In the event that our sponsor, initial~~ shareholders, ~~directors, officers, advisors, Phoenix or their affiliates purchase shares in privately negotiated transactions from public shareholders~~ who ~~have~~choose ~~already elected~~ to ~~exercise~~remain ~~their redemption rights, such selling~~ shareholders ~~would~~following beour ~~required~~initial ~~to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the~~ business combination ~~and~~could ~~thereby~~suffer ~~increase the likelihood of obtaining shareholder approval of the business combination or to satisfy~~ a ~~closing~~reduction ~~condition~~ in ~~an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at~~ the ~~closing~~value of ~~our~~their ~~initial business combination, where it appears that such requirement would otherwise not be met~~shares. ~~The~~Such ~~purpose~~shareholders ofare ~~any~~unlikely ~~such purchases of public warrants could be~~ to ~~reduce~~have ~~the~~a ~~number~~remedy ~~of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders~~ for ~~approval in connection with our initial business combination. Any~~ such ~~purchases~~reduction ~~of our securities may result~~ in ~~the completion of our initial business combination that may not otherwise have been possible~~value. ~~Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.~~

InResources ~~addition,~~could ifbe ~~such~~wasted ~~purchases~~in researching business combinations that are ~~made~~not completed, ~~the~~which ~~public~~could ~~“float”~~materially ofadversely ~~our~~affect ~~Class A~~subsequent ~~ordinary~~attempts ~~shares~~to locate and acquire or ~~public~~merge ~~warrants~~with ~~and~~another ~~the~~business. ~~number~~If ofwe ~~beneficial~~are ~~holders~~unable ofto complete our ~~securities~~initial business combination, our public shareholders may beonly ~~reduced,~~receive ~~possibly~~their ~~making~~pro itrata ~~difficult~~portion toof ~~obtain~~the orfunds ~~maintain~~in the ~~quotation,~~trust ~~listing~~account orthat ~~trading~~are ofavailable ~~our~~for ~~securities~~distribution onto apublic ~~national~~shareholders, ~~securities~~and ~~exchange~~our warrants will 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, consultants and others. If we decide not to complete a ~~shareholder~~specific ~~fails~~initial business combination, the costs incurred up to ~~receive~~that ~~notice~~point offor ~~our~~the ~~offer~~proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to ~~redeem~~a specific target business, we may fail to complete our ~~public~~initial ~~shares~~business combination for any number of reasons including those beyond our control. Any such event will result in ~~connection~~a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, orour ~~fails~~public toshareholders ~~comply~~may ~~with~~only receive their pro rata portion of the ~~procedures~~funds ~~for~~in ~~submitting~~the ortrust ~~tendering~~account ~~its~~that ~~shares~~are available for distribution to public shareholders, ~~such~~and ~~shares~~our ~~may~~warrants ~~not~~will beexpire ~~redeemed~~worthless.

We ~~will~~may ~~comply~~have ~~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~~limited ~~fails~~ability to ~~receive~~assess ~~our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of~~ the ~~opportunity~~management ~~to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders~~ of ~~our~~a ~~public~~prospective ~~shares~~target ~~in connection with our initial~~ business ~~combination will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example~~and, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as ~~applicable.~~a ~~In the case of proxy materials~~result, ~~this date~~ may beeffect upour ~~to two business days prior to the scheduled vote on the proposal to approve the~~ initial business combination. ~~In addition, if we conduct redemptions in connection~~ with a ~~shareholder~~target ~~vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two~~ business ~~days~~whose ~~prior~~management tomay ~~the~~not ~~scheduled~~have ~~vote in which~~ the ~~name~~skills, ofqualifications ~~the~~or ~~beneficial~~abilities ~~owner~~to ofmanage ~~such shares is included. In the event that~~ a ~~shareholder~~public ~~fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed~~company.

21When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

~~Table~~We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of ~~Contents~~revenue or earnings.

WeTo ~~may~~the beextent ~~unable~~we tocomplete ~~obtain~~our ~~additional~~initial ~~financing~~business tocombination ~~complete~~with ~~our~~an ~~initial~~early stage company, a financially unstable business ~~combination~~or an entity lacking an established record of sales or toearnings, ~~fund~~we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and ~~growth~~with oflimited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, ~~which~~we ~~could~~may ~~compel~~not be able to properly ascertain or assess all of the significant risk factors and we may not 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 ~~restructure~~control or ~~abandon~~reduce the chances that those risks will adversely impact a ~~particular~~target business ~~combination~~.

We23 have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of our initial public offering and the sale of the private placement warrants. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate.

Further,Table we may be required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. Contents

~~Although~~Moreover, in pursuing our business combination strategy, we ~~have~~may ~~identified~~seek ~~general~~to ~~criteria~~effectuate ~~and~~our ~~guidelines~~initial ~~that~~business wecombination ~~believe~~with ~~are~~a ~~important~~privately inheld ~~evaluating~~company. ~~prospective~~Very ~~target~~little ~~businesses~~public information generally exists about private companies, and we ~~may~~could ~~enter~~be ~~into~~required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a ~~target~~company that ~~does~~is not ~~meet~~as ~~such~~profitable ~~criteria~~(if ~~and~~at ~~guidelines,~~all) ~~and~~ as awe ~~result,~~believed at the ~~target~~time ~~business~~of ~~with~~signing ~~which~~an weagreement ~~enter~~to ~~into~~acquire ~~our~~such ~~initial~~private ~~business~~company ~~combination~~or ~~may~~that ~~not~~fails ~~have~~to ~~attributes~~meet ~~entirely~~the ~~consistent~~projections ~~with~~upon which our ~~general~~valuation ~~criteria~~may ~~and~~be ~~guidelines~~based.

~~Although~~The weofficers ~~have identified general criteria~~ and ~~guidelines,~~directors ~~including~~of ~~geographic~~an ~~area,~~acquisition ~~for~~candidate ~~evaluating~~may ~~prospective~~resign ~~target~~upon ~~businesses,~~completion itof ~~is possible that a target business with which we enter into~~ our initial business combination ~~will not have all of these positive attributes~~. IfThe weloss ~~complete our initial business combination with a target that does not meet some or all~~ of ~~these guidelines, such combination may not be as successful as~~ a ~~combination with a~~ business ~~that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business~~ combination ~~with a~~ target’s ~~that~~key ~~does~~personnel ~~not~~could ~~meet~~negatively ~~our~~impact ~~general~~the ~~criteria~~operations and ~~guidelines,~~profitability ~~a greater number~~ of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our ~~initial business~~ post-combination ~~if the target~~ business ~~does not meet our general criteria and guidelines~~. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

WeThe ~~may~~role ~~seek~~of an acquisition candidate’s key personnel upon the completion of our initial business combination ~~opportunities~~cannot inbe ~~industries~~ascertained orat ~~sectors~~this ~~that~~time. ~~may~~Although bewe ~~outside~~contemplate that certain members of ~~our~~an ~~management~~acquisition candidate’s ~~areas~~management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of ~~expertise~~the management of an acquisition candidate will not wish to remain in place.

WeSince ~~may consider a business combination outside of~~ our ~~management’s~~sponsor, ~~areas~~Phoenix, ofofficers ~~expertise~~and ifdirectors awill ~~business~~lose ~~combination~~their ~~candidate~~entire isinvestment ~~presented~~in to us ~~and~~if weour ~~determine~~initial ~~that such candidate offers an attractive~~ business combination ~~opportunity~~is ~~for~~not ~~our~~completed ~~company.~~(other ~~Although~~than ~~our~~with ~~management~~respect ~~will endeavor~~ to ~~evaluate~~public ~~the~~shares ~~risks~~they ~~inherent~~may inacquire ~~any~~during ~~particular business combination candidate, we cannot assure you that we will adequately ascertain~~ or ~~assess~~after ~~all of the significant risk factors. We also cannot assure you that an investment in~~ our ~~units will not ultimately prove to be less favorable to investors in our~~ initial public offering ~~than a direct investment~~), ~~if an opportunity were available, in~~ a ~~business~~conflict ~~combination candidate. In the event we elect to pursue a business combination outside~~ of ~~the~~interest ~~areas of our management’s expertise, our management’s expertise~~ may ~~not~~arise ~~be directly applicable to its evaluation or operation, and the information contained~~ in ~~this~~determining ~~annual~~whether ~~report~~a ~~regarding~~particular ~~the areas of our management’s expertise would not be relevant to an understanding of the~~ business ~~that~~combination wetarget ~~elect~~is toappropriate ~~acquire.~~for ~~As a result,~~ our ~~management~~initial ~~may~~business ~~not be able to ascertain or assess adequately all of the relevant risk factors~~combination.

22In January 2021, one of our directors paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs, in exchange for an aggregate of 5,750,000 founder shares. In March 2021, the founder shares were assigned to our sponsor for the same purchase price that was initially paid by one of our directors. Immediately before the consummation of our initial public offering, our sponsor sold an aggregate of 738,731 founder shares to Phoenix for the same price originally paid for such shares by our sponsor. The purchase price of the founder shares was determined by dividing the amount of expenses paid on behalf of the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of our initial public offering would be a maximum of 23,000,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares represent approximately 20% of the outstanding shares after our initial public offering. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor and Phoenix purchased an aggregate of 4,400,000 private placement warrants for an aggregate purchase price of $6,600,000, or $1.50 per warrant. The private placement warrants will also be worthless if we do not complete our initial business combination. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. 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 completion of an initial business combination.

~~Table~~Because ofwe ~~Contents~~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.

~~Accordingly,~~The ~~any~~federal ~~shareholders~~proxy ~~who~~rules ~~choose~~require that the proxy statement with respect to ~~remain~~the ~~shareholders~~vote ~~following~~on ~~our~~an initial business combination ~~could~~include ~~suffer~~historical aand ~~reduction~~pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the ~~value~~tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of ~~their~~America ~~shares~~(“GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”) depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB”. ~~Such~~These ~~shareholders~~financial ~~are~~statement ~~unlikely~~requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to ~~have~~provide asuch ~~remedy~~financial statements in time for us to disclose such ~~reduction~~statements in ~~value~~accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

~~Resources~~24 could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

WeTable 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, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. Contents

WeSubsequent ~~may~~to ~~have~~our acompletion ~~limited~~of ~~ability~~our toinitial ~~assess~~business ~~the~~combination, ~~management~~we ofmay abe ~~prospective~~required ~~target~~to ~~business~~take ~~and,~~write-downs asor ~~a result~~write-offs, ~~may~~restructuring ~~effect~~and ~~our~~impairment ~~initial~~or ~~business~~other ~~combination~~charges ~~with~~that could have a ~~target~~significant ~~business~~negative ~~whose~~effect ~~management~~on ~~may~~our ~~not~~financial ~~have~~condition, results of operations and the ~~skills~~price of our securities, ~~qualifications~~which orcould ~~abilities~~cause you to ~~manage~~lose asome ~~public~~or ~~company~~all of your investment.

~~When~~Even ~~evaluating~~if ~~the~~we ~~desirability~~conduct ofdue ~~effecting~~diligence ~~our~~on ~~initial~~a target business ~~combination~~ with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a ~~prospective~~particular target business, ~~our~~that ~~ability~~it would be possible to ~~assess~~uncover all material issues through a customary amount of due diligence, or that factors outside of the target business’s ~~management~~and ~~may~~outside beof ~~limited~~our ~~due~~control towill not later arise. As a ~~lack~~result of ~~time~~these factors, ~~resources~~we ormay ~~information.~~be ~~Our~~forced ~~assessment~~to oflater ~~the~~write-down ~~capabilities~~or ofwrite-off ~~the~~assets, ~~target~~restructure ~~business’s~~our ~~management~~operations, ~~therefore~~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 ~~prove~~arise toand previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be ~~incorrect~~non-cash items and ~~such~~not ~~management~~have ~~may~~an ~~lack~~immediate ~~the~~impact ~~skills~~on our liquidity, ~~qualifications~~the orfact ~~abilities~~that we ~~suspected.~~report ~~Should~~charges ~~the~~of ~~target~~this ~~business’s~~nature ~~management~~could ~~not~~contribute ~~possess~~to ~~the~~negative ~~skills~~market perceptions about us or our securities. In addition, ~~qualifications~~charges of this nature may cause us to violate net worth or ~~abilities~~other ~~necessary~~covenants to ~~manage~~which awe ~~public~~may ~~company,~~be ~~the~~subject ~~operations~~as ~~and~~a ~~profitability~~result of ~~the~~assuming ~~post~~pre-~~combination~~existing debt held by a target business ~~may~~or beby ~~negatively~~virtue ~~impacted~~of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in the value of their ~~shares~~securities. Such shareholders or warrant 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.

WeIf ~~may~~third ~~seek~~parties ~~acquisition~~bring ~~opportunities~~claims ~~with~~against anus, ~~early~~the ~~stage~~funds ~~company,~~held ain ~~financially~~the ~~unstable~~trust ~~business~~account orcould anbe ~~entity~~reduced ~~lacking~~and anthe ~~established~~per-share ~~record~~redemption ofamount ~~revenue~~received orby ~~earnings~~shareholders may be less than $10.00 per share.

ToOur placing of funds in the ~~extent~~trust weaccount ~~complete~~may ~~our~~not ~~initial~~protect ~~business~~those ~~combination~~funds ~~with~~from anthird ~~early~~party ~~stage~~claims ~~company~~against us. Although we will seek to have all vendors, aservice ~~financially~~providers, ~~unstable~~prospective target businesses and other entities with which we do business orexecute anagreements ~~entity~~with ~~lacking~~us anwaiving ~~established~~any ~~record~~right, oftitle, ~~sales~~interest or ~~earnings,~~claim weof ~~may~~any bekind ~~affected~~in byor ~~numerous~~to ~~risks~~any ~~inherent~~monies held in the ~~operations~~trust ofaccount for the ~~business~~benefit ~~with~~of ~~which~~our wepublic ~~combine.~~shareholders, ~~These~~such ~~risks~~parties ~~include~~may ~~investing~~not inexecute asuch ~~business~~agreements, ~~without~~or aeven ~~proven~~if ~~business~~they ~~model~~execute ~~and~~such ~~with~~agreements they may not be prevented from bringing claims against the trust account, including, but not limited ~~historical~~to, ~~financial~~fraudulent ~~data~~inducement, ~~volatile~~breach ~~revenues~~of fiduciary responsibility or ~~earnings,~~other ~~intense~~similar ~~competition~~claims, ~~and~~as ~~difficulties~~well inas ~~obtaining~~claims ~~and~~challenging ~~retaining~~the ~~key~~enforceability ~~personnel.~~of ~~Although~~the ~~our~~waiver, ~~officers~~in ~~and~~each ~~directors~~case ~~will~~in ~~endeavor~~order to ~~evaluate~~gain ~~the~~advantage ~~risks~~with ~~inherent~~respect into a ~~particular~~claim ~~target~~against ~~business~~our assets, weincluding ~~may~~the ~~not~~funds beheld ~~able~~in the trust account. If any third party refuses to ~~properly~~execute ~~ascertain~~an oragreement ~~assess~~waiving ~~all~~such ofclaims to the ~~significant~~monies ~~risk~~held ~~factors~~in ~~and~~the wetrust ~~may~~account, ~~not~~our ~~have~~management ~~adequate~~will ~~time~~consider whether competitive alternatives are reasonably available to ~~complete~~us ~~due~~and ~~diligence.~~will ~~Furthermore,~~only ~~some~~enter ofinto ~~these~~an ~~risks~~agreement ~~may~~with such third party if management believes that such third party’s engagement would be ~~outside~~in the best interests of ~~our~~the ~~control~~company ~~and~~under ~~leave~~the uscircumstances. ~~with~~Marcum noLLP, ~~ability~~our toindependent ~~control~~registered orpublic ~~reduce~~accounting firm, and the ~~chances~~underwriters ~~that~~of ~~those~~our ~~risks~~initial public offering will ~~adversely~~not ~~impact~~execute aagreements ~~target~~with ~~business~~us waiving such claims to the monies held in the trust account.

23Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement included as an exhibit to this annual report, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than Marcum LLP, our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds 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 share due to reductions in the value of the trust assets, less taxes payable, 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 the monies held in the trust account (whether or not such waiver is enforceable) 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. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~Table~~25 ~~of Contents~~

Moreover,Table in pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable (if at all) as we believed at the time of signing an agreement to acquire such private company or that fails to meet the projections upon which our valuation may be based. Contents

~~The~~Our ~~officers and~~ directors ofmay andecide ~~acquisition~~not ~~candidate~~to ~~may~~enforce ~~resign~~the ~~upon~~indemnification ~~completion~~obligations of our ~~initial~~sponsor, ~~business~~resulting ~~combination.~~in ~~The loss of~~ a ~~business~~reduction ~~combination~~in ~~target’s~~the ~~key~~amount ~~personnel~~of ~~could~~funds ~~negatively~~in ~~impact~~ the ~~operations~~trust ~~and~~account ~~profitability~~available offor distribution to our ~~post-combination~~public ~~business~~shareholders.

~~The~~In ~~role~~the event that the funds in the trust account are reduced below the lesser of an(i) ~~acquisition~~$10.00 ~~candidate’s~~per ~~key~~share ~~personnel~~and ~~upon~~(ii) the actual amount per public share held in the ~~completion~~trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our ~~initial~~sponsor ~~business~~asserts ~~combination~~that ~~cannot~~it beis ~~ascertained~~unable atto ~~this~~satisfy ~~time~~his obligations or that he 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. ~~Although~~While we ~~contemplate~~currently expect that ~~certain~~our ~~members~~independent ofdirectors anwould ~~acquisition~~take ~~candidate’s~~legal ~~management~~action ~~team~~on ~~will~~our ~~remain~~behalf ~~associated~~against ~~with~~our ~~the~~sponsor ~~acquisition~~to ~~candidate~~enforce ~~following~~its ~~our~~indemnification ~~initial~~obligations ~~business~~to ~~combination~~us, it is possible that ~~members~~our ofindependent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the ~~management~~cost of ansuch ~~acquisition~~legal ~~candidate~~action ~~will~~is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not ~~wish~~likely. If our independent directors choose not to ~~remain~~enforce these indemnification obligations, the amount of funds in ~~place~~the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

~~Since~~The ~~our~~securities ~~sponsor,~~in ~~Phoenix,~~which ~~officers~~we ~~and~~invest ~~directors~~the ~~will~~funds ~~lose~~held ~~their entire investment~~ in usthe iftrust ~~our~~account ~~initial~~could ~~business~~bear ~~combination~~a isnegative ~~not~~rate ~~completed~~of ~~(other~~interest, ~~than~~which ~~with~~could ~~respect~~reduce tothe ~~public~~value ~~shares~~of ~~they~~the ~~may~~assets ~~acquire~~held ~~during~~in ortrust ~~after~~such ~~our~~that ~~initial~~the ~~public~~per-share ~~offering),~~redemption aamount ~~conflict~~received ofby ~~interest~~public shareholders may ~~arise~~be inless ~~determining~~than ~~whether~~$10.00 aper ~~particular business combination target is appropriate for our initial business combination~~share.

24The 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-~~month~~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 earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.

~~Because~~26 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.

TheTable federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”) depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB”. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. Contents

24If, after we distribute the funds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

~~Table~~If, after we distribute the funds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of ~~Contents~~directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

~~Subsequent~~If, tobefore ~~our~~distributing ~~completion~~the offunds ~~our~~in ~~initial~~the ~~business~~trust ~~combination,~~account weto ~~may~~our bepublic ~~required~~shareholders, towe ~~take~~file ~~write-downs~~a bankruptcy or ~~write~~winding-~~offs,~~up ~~restructuring~~petition ~~and~~or ~~impairment~~an involuntary bankruptcy or ~~other~~winding-up ~~charges~~petition is filed against us that ~~could~~is ~~have~~not adismissed, ~~significant~~the ~~negative~~claims ~~effect~~of oncreditors ~~our~~in ~~financial~~such ~~condition,~~proceeding ~~results~~may ofhave ~~operations~~priority ~~and~~over the ~~price~~claims of our ~~securities,~~shareholders ~~which~~and ~~could~~the ~~cause~~per-share ~~you~~amount tothat ~~lose~~would ~~some~~otherwise orbe ~~all~~received ofby ~~your~~our ~~investment~~shareholders in connection with our liquidation may be reduced.

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

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

~~pre-existing~~If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our 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 to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

~~per-share~~We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.

~~Our~~In ~~placing~~accordance ofwith ~~funds~~Nasdaq incorporate ~~the~~governance ~~trust~~requirements, ~~account~~we ~~may~~are ~~not~~required ~~protect~~to ~~those~~hold ~~funds~~an ~~from~~annual ~~third~~general ~~party~~meeting ~~claims~~no ~~against~~later ~~us.~~than ~~Although~~one weyear ~~will~~after ~~seek~~our tofirst ~~have~~fiscal ~~all~~year ~~vendors,~~end ~~service~~following ~~providers,~~our ~~prospective~~listing ~~target~~on ~~businesses~~Nasdaq. ~~and~~There ~~other~~is ~~entities~~no ~~with~~requirement ~~which~~under wethe doCompanies ~~business~~Act ~~execute~~for ~~agreements with~~ us ~~waiving~~to ~~any~~hold ~~right,~~annual ~~title, interest~~ or ~~claim~~extraordinary ofgeneral ~~any~~meetings ~~kind in or~~ to ~~any~~appoint ~~monies~~directors. ~~held~~Until inwe ~~the~~hold ~~trust~~an ~~account~~annual ~~for~~general ~~the~~meeting, ~~benefit of our~~ public shareholders, ~~such parties~~ may not ~~execute such agreements, or even if they execute such agreements they may not~~ be ~~prevented~~afforded ~~from bringing claims against~~ the ~~trust~~opportunity ~~account,~~to ~~including,~~appoint ~~but~~directors ~~not~~and ~~limited~~ to, ~~fraudulent~~discuss ~~inducement,~~company ~~breach~~affairs ofwith ~~fiduciary~~management. ~~responsibility~~Our orboard ~~other~~of ~~similar~~directors ~~claims,~~is asdivided ~~well~~into asthree ~~claims~~classes ~~challenging~~with ~~the~~only ~~enforceability~~one class of ~~the~~directors ~~waiver,~~being appointed in each ~~case~~year inand ~~order~~each toclass ~~gain~~(except ~~advantage~~for ~~with~~those ~~respect~~directors toappointed aprior ~~claim~~to ~~against~~ our ~~assets,~~first ~~including~~general ~~the~~meeting) ~~funds~~serving ~~held~~a inthree-year ~~the trust account~~term. IfIn ~~any~~addition, ~~third~~as ~~party~~holders ~~refuses~~of toour ~~execute~~Class A anordinary ~~agreement waiving such claims to the monies held in the trust account~~shares, our ~~management~~public shareholders will ~~consider~~not ~~whether~~have ~~competitive~~the ~~alternatives~~right ~~are reasonably available~~ to usvote ~~and~~on ~~will only enter into an agreement with such third party if management believes that such third party’s engagement would be in~~ the ~~best~~appointment ~~interests~~ of ~~the~~directors ~~company~~until ~~under~~after the ~~circumstances.~~consummation ~~Marcum LLP, our independent registered public accounting firm, and the underwriters~~ of our initial ~~public~~business ~~offering will not execute agreements with us waiving such claims to the monies held in the trust account~~combination.

~~per-share~~27

25Table of Contents

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

~~Our~~Although ~~directors~~we ~~may~~expect ~~decide~~to invest in a technology-enabled Latin American company, our efforts to identify a prospective initial business combination target will not be limited to ~~enforce~~a ~~the~~particular ~~indemnification~~industry, ~~obligations~~sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our ~~sponsor,~~management ~~resulting~~team to identify and acquire a business or businesses that can benefit from our management team’s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a ~~reduction~~number of early stage technology companies across a variety of end markets and technology verticals in Brazil, as well as in later stage companies in the ~~amount~~US oflooking ~~funds~~to expand internationally, including companies in the ~~trust~~financial ~~account~~services, ~~available~~health & ~~for~~wellness, ~~distribution~~education, toe-commerce ~~our~~and ~~public~~logistics ~~shareholders~~sectors, among others. Our amended and restated memorandum and articles of association prohibit us from effectuating a business combination with another blank check company or similar company with nominal operations.

InBecause ~~the~~we ~~event~~have ~~that~~not ~~the~~yet ~~funds~~selected inor ~~the~~approached ~~trust~~any ~~account~~specific ~~are~~target ~~reduced~~business ~~below~~with ~~the~~respect ~~lesser~~to ofa ~~(i)~~business ~~$10.00~~combination, ~~per~~there ~~share~~is ~~and~~no ~~(ii)~~ basis to evaluate the ~~actual~~possible ~~amount~~merits ~~per~~or ~~public~~risks ~~share~~of ~~held~~any inparticular ~~the~~target ~~trust~~business’s ~~account~~operations, asresults of ~~the~~operations, ~~date~~cash offlows, ~~the~~liquidity, ~~liquidation~~financial ofcondition ~~the~~or ~~trust~~prospects. ~~account~~To ifthe ~~less~~extent ~~than~~we ~~$10.00~~complete ~~per~~our ~~share~~initial ~~due~~business tocombination, ~~reductions~~we inmay ~~the~~be ~~value~~affected ofby ~~the~~numerous ~~trust~~risks ~~assets,~~inherent in ~~each~~the ~~case~~business ~~less~~operations ~~taxes~~with ~~payable,~~which ~~and~~we ~~our~~combine. ~~sponsor~~For ~~asserts~~example, ~~that~~if itwe iscombine ~~unable~~with toa ~~satisfy~~financially ~~his~~unstable ~~obligations~~business or ~~that~~an heentity ~~has~~lacking noan ~~indemnification~~established ~~obligations~~record ~~related~~of tosales aor ~~particular claim~~earnings, ~~our~~we ~~independent~~may ~~directors~~be ~~would~~affected ~~determine~~by ~~whether~~the torisks ~~take~~inherent ~~legal~~in ~~action~~the ~~against~~business ~~our~~and ~~sponsor~~operations toof ~~enforce~~a ~~its~~financially ~~indemnification~~unstable ~~obligations.~~or ~~While~~a wedevelopment ~~currently~~stage ~~expect~~entity. ~~that~~Although our ~~independent~~officers and directors ~~would~~will ~~take~~endeavor ~~legal~~to ~~action~~evaluate onthe ~~our~~risks ~~behalf~~inherent ~~against~~in ~~our~~a ~~sponsor~~particular totarget ~~enforce~~business, ~~its~~we ~~indemnification~~cannot ~~obligations~~assure toyou ~~us,~~that itwe iswill ~~possible~~properly ~~that~~ascertain ~~our~~or ~~independent~~assess ~~directors~~all inof ~~exercising~~the ~~their~~significant ~~business~~risk ~~judgment~~factors ~~and~~or ~~subject~~that towe ~~their~~will ~~fiduciary~~have ~~duties~~adequate ~~may~~time ~~choose not~~ to docomplete sodue indiligence. ~~any particular instance if~~Furthermore, ~~for~~some ~~example, the cost~~ of ~~such~~these ~~legal~~risks ~~action~~may isbe ~~deemed~~outside byof ~~the~~our ~~independent~~control ~~directors~~and toleave beus ~~too~~with ~~high~~no ~~relative~~ability to ~~the~~control ~~amount recoverable~~ or ifreduce the ~~independent~~chances ~~directors~~that ~~determine~~those ~~that~~risks awill ~~favorable~~adversely ~~outcome~~impact isa ~~not~~target ~~likely~~business. IfWe ~~our~~also ~~independent~~cannot ~~directors~~assure ~~choose~~you ~~not~~that toan ~~enforce~~investment ~~these~~in ~~indemnification~~our ~~obligations,~~units ~~the~~will ~~amount~~ultimately ofprove ~~funds~~to inbe ~~the~~more ~~trust~~favorable ~~account~~to ~~available~~investors ~~for~~than ~~distribution~~a todirect ~~our~~investment, ~~public~~if ~~shareholders~~such ~~may~~opportunity bewere ~~reduced~~available, ~~below~~in ~~$10.00~~a ~~per~~business ~~share~~combination target.

~~per-share~~Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value 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.

~~2a-7~~We are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal 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.

~~pro-rata~~Unless we complete our initial business combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm which is a member of FINRA or from a valuation or appraisal firm that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.

~~per-share~~Unlike some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.

~~winding~~The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-upfor-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

~~winding-up~~28

26Table of Contents

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

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

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

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

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

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

~~winding-up~~• our inability to pay dividends on our Class A ordinary shares;

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

~~per-share~~• limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

~~Our~~• ~~shareholders~~increased ~~may~~vulnerability beto ~~held~~adverse ~~liable~~changes ~~for~~in ~~claims~~general byeconomic, ~~third~~industry ~~parties~~and ~~against~~competitive usconditions toand ~~the~~adverse ~~extent~~changes ofin ~~distributions~~government ~~received~~regulation; ~~by them upon redemption of their shares.~~ and

If• welimitations ~~are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date~~ on ~~which the distribution was made, we were unable to pay~~ our ~~debts~~ability ~~as they fall due in the ordinary course of business. As a result, a liquidator could seek~~ to ~~recover~~borrow ~~some~~additional ~~or all~~ amounts ~~received~~for byexpenses, ~~our~~capital ~~shareholders. Furthermore~~expenditures, ~~our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith~~acquisitions, ~~thereby~~debt ~~exposing~~service ~~themselves and our company to claims~~requirements, byexecution ~~paying public shareholders from the trust account prior to addressing the claims~~ of ~~creditors. We cannot assure you that claims will not be brought against us for these reasons. We and~~ our ~~directors~~strategy and ~~officers~~other ~~who~~purposes ~~knowingly~~ and ~~willfully~~other ~~authorized~~disadvantages orcompared ~~permitted any distribution~~ to ~~be paid out of~~ our ~~share~~competitors ~~premium~~who ~~account~~have ~~while~~less we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islandsdebt.

We may ~~not~~only ~~hold~~be anable ~~annual~~to ~~general~~complete ~~meeting~~one ~~until~~business ~~after~~combination with the ~~consummation~~proceeds of our initial ~~business~~public ~~combination,~~offering ~~which~~and ~~could~~the ~~delay~~sale of the ~~opportunity~~private ~~for~~placement ~~our~~warrants, ~~shareholders~~which will cause us to ~~appoint~~be ~~directors~~solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

InThe ~~accordance~~net ~~with~~proceeds ~~Nasdaq~~from ~~corporate~~our ~~governance~~initial ~~requirements~~public offering and the private placement of warrants will provide us with $221,950,000 that we ~~are~~may ~~required~~use to ~~hold~~complete anour ~~annual~~initial ~~general~~business ~~meeting~~combination no(after ~~later~~taking ~~than~~into ~~one~~account ~~year~~the ~~after~~$8,050,000 ~~our~~of ~~first~~deferred ~~fiscal~~underwriting ~~year~~commissions ~~end~~being ~~following~~held ~~our~~in ~~listing~~the ontrust ~~Nasdaq.~~account, ~~There~~and is noafter ~~requirement~~estimated ~~under~~offering ~~the~~expenses ~~Companies~~and ~~Act~~working ~~for~~capital uscosts toof ~~hold~~$2,000,000). ~~annual~~We may effectuate our initial business combination with a single target business or ~~extraordinary~~multiple ~~general~~target ~~meetings~~businesses tosimultaneously ~~appoint~~or ~~directors~~within a short period of time. ~~Until~~However, we ~~hold~~may annot ~~annual~~be ~~general~~able ~~meeting~~to effectuate our initial business combination with more than one target business because of various factors, ~~public~~including ~~shareholders~~the ~~may~~existence ~~not~~of becomplex ~~afforded~~accounting issues and the ~~opportunity~~requirement tothat ~~appoint~~we ~~directors~~prepare and ~~to discuss~~file ~~company~~pro ~~affairs~~forma financial statements with ~~management.~~the ~~Our~~SEC ~~board~~that present operating results and the financial condition of ~~directors~~several istarget ~~divided~~businesses ~~into~~as ~~three~~if ~~classes~~they had been operated on a combined basis. By completing our initial business combination with only ~~one~~a ~~class~~single entity, our lack of ~~directors~~diversification ~~being~~may ~~appointed~~subject inus ~~each~~to ~~year~~numerous economic, competitive and ~~each~~regulatory ~~class~~developments. ~~(except~~Further, ~~for~~we ~~those~~would ~~directors~~not ~~appointed~~be ~~prior~~able to diversify our ~~first~~operations ~~general~~or ~~meeting)~~benefit ~~serving~~from athe ~~three-year~~possible ~~term.~~spreading Inof ~~addition,~~risks asor ~~holders~~offsetting of ~~our Class A ordinary shares~~losses, ~~our~~unlike ~~public~~other ~~shareholders~~entities ~~will~~which ~~not~~may have the ~~right~~resources to ~~vote~~complete onseveral ~~the~~business ~~appointment~~combinations in different industries or different areas of ~~directors~~a ~~until~~single ~~after~~industry. Accordingly, the ~~consummation~~prospects offor our ~~initial~~success ~~business~~may ~~combination.~~be:

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

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

~~Because~~29 we are neither limited to evaluating a target business in a particular industry sector nor have we selected any 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.

e-commerceTable of Contents

~~Because~~This welack ~~have~~of ~~not~~diversification ~~yet~~may ~~selected~~subject orus ~~approached any specific target business with respect~~ to anumerous ~~business combination~~economic, ~~there~~competitive isand noregulatory ~~basis to evaluate the possible merits or~~ risks, of any ~~particular~~or ~~target~~all ~~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 behave ~~affected by the risks inherent in the business and operations of~~ a ~~financially~~substantial ~~unstable~~adverse orimpact aupon ~~development stage entity. Although our officers and directors will endeavor to evaluate~~ the ~~risks~~particular ~~inherent~~industry in awhich ~~particular target business,~~ we ~~cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks~~ may beoperate ~~outside~~subsequent ~~of our control and leave us with no ability~~ to ~~control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in~~ our ~~units~~initial ~~will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a~~ business combination ~~target~~.

~~Accordingly,~~We ~~any~~may ~~shareholders~~attempt ~~who choose~~ to ~~remain~~simultaneously ~~shareholders~~complete ~~following the~~ business ~~combination~~combinations ~~could~~with ~~suffer~~multiple aprospective ~~reduction~~targets, inwhich ~~the~~may ~~value~~hinder ofour ~~their~~ability ~~securities. Such shareholders are unlikely~~ to ~~have~~complete ~~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~~initial orbusiness ~~directors~~combination ofand agive ~~duty~~rise ~~of care or other fiduciary duty owed~~ to ~~them,~~increased orcosts ifand ~~they~~risks ~~are able to successfully bring a private claim under securities laws~~ that ~~the~~could ~~proxy~~negatively ~~solicitation~~impact orour ~~tender~~operations ~~offer~~and ~~materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission~~profitability.

WeIf we determine to simultaneously acquire several businesses that are ~~not~~owned ~~required~~by different sellers, we will need for each of such sellers to ~~obtain~~agree anthat ~~opinion~~our ~~from~~purchase anof ~~independent~~its ~~investment~~business ~~banking~~is ~~firm~~contingent oron ~~from~~the asimultaneous ~~valuation~~closings orof ~~appraisal~~the ~~firm,~~other ~~and~~business ~~consequently~~combinations, ~~you~~which may ~~have~~make noit ~~assurance~~more ~~from~~difficult anfor ~~independent~~us, ~~source~~and ~~that~~delay ~~the~~our ~~price~~ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are ~~paying~~multiple ~~for~~sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. isIf ~~fair~~we are unable to ~~our~~adequately ~~shareholders~~address ~~from~~these arisks, ~~financial~~it ~~point~~could negatively impact our profitability and results of ~~view~~operations.

~~Unless~~We wemay ~~complete~~seek ~~our initial~~ business combination opportunities with ana ~~affiliated~~high ~~entity~~degree ~~or our board~~ of ~~directors~~complexity ~~cannot~~that ~~independently~~require ~~determine~~significant ~~the~~operational ~~fair market value of the target business or businesses (including with the assistance of financial advisors)~~improvements, ~~we are not required to obtain an opinion from an independent investment banking firm~~ which iscould adelay ~~member of FINRA~~ or ~~from~~prevent aus ~~valuation or appraisal firm that the price we are paying is fair to our shareholders~~ from aachieving ~~financial point of view. If no opinion is obtained,~~ our ~~shareholders~~desired ~~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~~results. ~~Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.~~

~~Unlike~~We ~~some~~may ~~other~~seek ~~similarly~~business ~~structured~~combination ~~special~~opportunities ~~purpose~~with ~~acquisition companies~~large, ~~our~~highly ~~initial~~complex ~~shareholders~~companies ~~will~~that ~~receive~~we ~~additional~~believe ~~Class A~~would ~~ordinary~~benefit ~~shares~~from ifoperational improvements. While we ~~issue~~intend ~~certain~~to ~~shares~~implement such improvements, to ~~consummate~~the anextent ~~initial~~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.

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

~~sub-divisions,~~30

one-for-oneTable of Contents

28Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

~~Table~~We may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of ~~Contents~~the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. 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 management will not be able to maintain control of the target business.

We ~~may~~do ~~issue~~not ~~notes~~have ora ~~other~~specified ~~debt~~maximum ~~securities,~~redemption orthreshold. ~~otherwise~~The ~~incur~~absence ~~substantial~~of ~~debt,~~such toa ~~complete~~redemption athreshold ~~business~~may ~~combination,~~make ~~which~~it ~~may~~possible ~~adversely~~for ~~affect~~us ~~our~~to ~~leverage~~complete ~~and~~our ~~financial~~initial ~~condition~~business ~~and~~combination ~~thus~~with ~~negatively~~which ~~impact~~a ~~the~~substantial ~~value~~majority of our shareholders’ ~~investment~~do innot usagree.

~~per-share~~Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. 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.

•Certain ~~default~~agreements ~~and~~related ~~foreclosure~~to on our ~~assets if our operating revenues after an~~ initial ~~business~~public ~~combination~~offering ~~are~~may ~~insufficient~~be toamended ~~repay~~without ~~our~~shareholder ~~debt~~approval. ~~obligations;~~

•Each ~~acceleration~~of the agreements related to our initial public offering to which we are a party, other than the warrant agreement (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 ~~obligations~~board of directors (taking into account then existing market precedents) to ~~repay~~allow for the ~~indebtedness~~warrants ~~even~~to ifbe weclassified ~~make~~as ~~all~~equity ~~principal~~in our financial statements) and ~~interest~~the ~~payments~~investment ~~when~~management ~~due~~trust ifagreement, wemay ~~breach~~be ~~certain~~amended ~~covenants~~without shareholder approval. Such agreements are: the underwriting agreement; the letter agreement among us and our initial stockholders, sponsor, officers and directors; the registration rights agreement among us and our initial shareholders; the private placement warrants purchase agreement between us and our sponsor; and the administrative services agreement among us, our sponsor and an affiliate of our sponsor. These agreements contain various provisions that our public shareholders might deem to be material. For example, our letter agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares, private placement warrants and other securities held by our initial shareholders, sponsor, officers and directors. Amendments to such agreements would require the ~~maintenance~~consent of ~~certain~~the ~~financial~~applicable ~~ratios~~parties orthereto ~~reserves~~and ~~without~~would need to be approved by our board of directors, which may do so for a ~~waiver~~variety of reasons, including to facilitate our initial business combination. While we do not expect our board of directors to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or ~~renegotiation~~more amendments to any such agreement. Any amendment entered into in connection with the consummation of our initial business combination will be disclosed in our proxy materials or tender offer documents, as applicable, related to such initial business combination, and any other material amendment to any of our material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our shareholders, may result in the completion of our initial business combination that ~~covenant;~~may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, amendments to the lock-up provision discussed above may result in our initial shareholders selling their securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities.

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

•Table ourof inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;Contents

•Our ~~our~~initial ~~inability~~shareholders tocontrol ~~pay~~a ~~dividends~~substantial interest in us and thus may exert substantial influence on ~~our~~actions ~~Class~~requiring Aa ~~ordinary~~shareholder ~~shares;~~vote, potentially in a manner that you do not support.

•As ~~using~~of aDecember 31, ~~substantial~~2022, ~~portion~~our initial shareholders owned approximately 20% of our ~~cash~~issued ~~flow~~and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to ~~pay~~our ~~principal~~amended and ~~interest~~restated onmemorandum and articles of association. Neither our ~~debt~~initial shareholders nor, ~~which~~to ~~will~~our ~~reduce~~knowledge, ~~the~~any ~~funds~~of ~~available~~our ~~for~~officers ~~dividends~~or ondirectors, have any current intention to purchase additional securities, other than as disclosed in this annual report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. ifIn ~~declared~~addition, ~~expenses~~our board of directors, ~~capital~~whose ~~expenditures~~members were appointed by our sponsor, ~~acquisitions~~is and ~~other~~will be divided into three classes, each of which will generally serve for a terms for three years with only one class of directors being appointed in each year. We may not hold an annual general ~~corporate~~meeting ~~purposes;~~to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for appointment and our initial shareholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial shareholders will continue to exert control at least until the completion of our initial business combination.

•As ~~limitations~~the onnumber ~~our~~of ~~flexibility~~special inpurpose ~~planning~~acquisition ~~for~~companies evaluating targets increases, attractive targets may become scarcer and ~~reacting~~there tomay ~~changes~~be inmore competition for attractive targets. This could increase the cost of our initial business combination and incould ~~the~~even ~~industry~~result in ~~which~~our weinability ~~operate;~~to find a target or to consummate an initial business combination.

•In recent years, the number of special purpose acquisition companies that have been formed has increased ~~vulnerability~~substantially. toMany ~~adverse~~potential ~~changes~~targets infor ~~general~~special ~~economic,~~purpose ~~industry~~acquisition ~~and~~companies ~~competitive~~have ~~conditions~~already entered into an initial business combination, and ~~adverse~~there ~~changes~~are still many special purpose acquisition companies preparing for an initial public offering, as well as many such companies currently in ~~government~~registration. ~~regulation;~~As ~~and~~a result, at times, fewer attractive targets may be available to consummate an initial business combination.

•In ~~limitations~~addition, onbecause ~~our~~there ~~ability~~are more special purpose acquisition companies seeking to ~~borrow~~enter ~~additional~~into ~~amounts~~an ~~for~~initial ~~expenses~~business combination with available targets, ~~capital~~the ~~expenditures~~competition for available targets with attractive fundamentals or business models may increase, ~~acquisitions~~which could cause targets companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, ~~debt~~such ~~service~~as ~~requirements~~economic or industry sector downturns, ~~execution~~geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ~~strategy~~ability to find and ~~other~~consummate ~~purposes~~an initial business combination, and ~~other~~may ~~disadvantages~~result ~~compared~~in our inability to ~~our~~consummate ~~competitors~~an ~~who~~initial ~~have~~business ~~less~~combination ~~debt~~on terms favorable to our investors altogether.

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

The net proceeds from our initial public offering and the private placement of warrants will provide us with $221,950,000 that we may use to complete our initial business combination (after taking into account the $8,050,000 of deferred underwriting commissions being held in the trust account, and is after estimated offering expenses and working capital costs of $2,000,000). We ~~may~~are ~~effectuate~~dependent ~~our~~upon ~~initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate~~ our ~~initial~~founders ~~business combination with more than one target business because of various factors, including the existence of complex accounting issues~~ and ~~the~~officers ~~requirement that we prepare~~ and ~~file~~their ~~pro~~loss ~~forma~~could ~~financial~~adversely ~~statements~~affect ~~with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing~~ our ~~initial~~ability ~~business combination with only a single entity, our lack of diversification may subject us~~ to ~~numerous economic, competitive and regulatory developments~~operate. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

29Our operations are dependent upon a relatively small group of individuals and, in particular, our founders and officers. We believe that our success depends on the continued service of our founders and officers, at least until we have completed our initial business combination. In addition, our founders and officers are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our founders or officers. The unexpected loss of the services of one or more of our founders or officers could have a detrimental effect on us.

~~Table~~32 ~~of Contents~~

•Table solely dependent upon the performance of a single business, property or asset, orContents

•Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the ~~development~~efforts orof ~~market~~our ~~acceptance~~key personnel, some of awhom ~~single~~may orjoin ~~limited~~us ~~number~~following our initial business combination. The loss of ~~products,~~key ~~processes~~personnel orcould ~~services~~negatively impact the operations and profitability of our post-combination business.

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

WeOur key personnel may ~~attempt~~negotiate toemployment ~~simultaneously~~or ~~complete~~consulting agreements with a target business ~~combinations~~in connection with ~~multiple~~a ~~prospective~~particular ~~targets~~business combination, ~~which~~and a particular business combination may ~~hinder~~be ~~our~~conditioned ~~ability~~on the retention or resignation of such key personnel. These agreements may provide for them to ~~complete~~receive compensation following our initial business combination and ~~give~~as ~~rise~~a result, may cause them to ~~increased~~have ~~costs~~conflicts ~~and~~of ~~risks~~interest ~~that~~in ~~could~~determining ~~negatively~~whether ~~impact~~a ~~our~~particular ~~operations~~business ~~and~~combination ~~profitability~~is the most advantageous.

IfOur wekey ~~determine~~personnel tomay ~~simultaneously~~be ~~acquire~~able ~~several~~to ~~businesses~~remain ~~that~~with ~~are~~our ~~owned~~company byafter ~~different~~the ~~sellers,~~completion weof ~~will~~our ~~need~~initial ~~for~~business ~~each~~combination ofonly ~~such~~if ~~sellers~~they toare ~~agree~~able ~~that~~to ~~our~~negotiate ~~purchase~~employment ofor ~~its~~consulting ~~business~~agreements isin ~~contingent~~connection onwith the ~~simultaneous~~business ~~closings~~combination. ofSuch ~~the~~negotiations ~~other~~would ~~business~~take ~~combinations,~~place ~~which~~simultaneously ~~may~~with ~~make~~the itnegotiation ~~more~~of ~~difficult~~the ~~for~~business ~~us,~~combination and ~~delay~~could ~~our~~provide ~~ability,~~for tosuch ~~complete~~individuals ~~our~~to ~~initial~~receive ~~business~~compensation ~~combination.~~in ~~With~~the ~~multiple~~form ~~business~~of ~~combinations,~~cash wepayments ~~could~~and/or ~~also~~our ~~face~~securities ~~additional~~for ~~risks,~~services ~~including~~they ~~additional~~would ~~burdens~~render ~~and~~to ~~costs~~us ~~with~~after ~~respect~~the tocompletion ~~possible~~of ~~multiple~~the ~~negotiations~~business ~~and~~combination. ~~due~~Such ~~diligence~~negotiations ~~investigations~~also ~~(if~~could ~~there~~make ~~are~~such ~~multiple~~key ~~sellers)~~personnel’s ~~and~~retention ~~the~~or ~~additional~~resignation ~~risks~~a ~~associated~~condition ~~with~~to ~~the~~any ~~subsequent~~such ~~assimilation~~agreement. ofThe ~~the~~personal ~~operations~~ and ~~services~~financial orinterests ~~products~~ of ~~the~~such ~~acquired~~individuals ~~companies~~may ininfluence atheir ~~single~~motivation ~~operating~~in ~~business.~~identifying Ifand weselecting ~~are~~a ~~unable~~target ~~to adequately address these risks~~business, itsubject ~~could~~to ~~negatively~~their ~~impact~~fiduciary ~~our~~duties ~~profitability~~under ~~and~~Cayman ~~results~~Islands ~~of operations~~law.

We may ~~seek~~have ~~business~~a ~~combination~~limited ~~opportunities~~ability ~~with~~to aassess ~~high~~the ~~degree~~management of ~~complexity~~a ~~that~~prospective ~~require~~target ~~significant~~business ~~operational~~and, ~~improvements~~as a result, ~~which~~may ~~could~~effect ~~delay~~our orinitial ~~prevent~~business uscombination ~~from~~with ~~achieving~~a ~~our~~target ~~desired~~business ~~results~~whose management may not have the skills, qualifications or abilities to manage a public company.

WeWhen ~~may~~evaluating ~~seek~~the desirability of effecting our initial business combination ~~opportunities~~ with ~~large~~a prospective target business, ~~highly~~our ~~complex~~ability ~~companies~~to ~~that~~assess wethe ~~believe~~target ~~would~~business’s ~~benefit~~management ~~from~~may ~~operational~~be ~~improvements~~limited due to a lack of time, resources or information. ~~While~~Our weassessment ~~intend~~of the capabilities of the target business’s management, therefore, may prove to ~~implement~~be incorrect and such ~~improvements~~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 ~~extent~~operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our ~~efforts~~officers ~~are~~or ~~delayed~~directors of a duty of care or weother fiduciary duty owed to them, or if they are ~~unable~~able to ~~achieve~~successfully bring a private claim under securities laws that the ~~desired~~proxy ~~improvements~~solicitation or tender offer materials, as applicable, relating to the business combination ~~may~~contained ~~not~~an beactionable asmaterial ~~successful~~misstatement asor wematerial ~~anticipate~~omission.

ToThe ~~the~~officers ~~extent~~and wedirectors ~~complete~~of ~~our~~an ~~initial~~acquisition ~~business~~candidate ~~combination with a large complex business or entity with a complex operating structure, we~~ may ~~also~~resign beupon ~~affected~~completion ~~by numerous risks inherent in the operations~~ of ~~the business with which we combine, which could delay or prevent us from implementing~~ our ~~strategy.~~initial ~~Although our management team will endeavor to evaluate the risks inherent in a particular target~~ business ~~and~~combination. ~~its~~The ~~operations,~~loss ~~we may not be able to properly ascertain or assess all~~ of ~~the~~a ~~significant risk factors until we complete our~~ business combination. Iftarget’s wekey ~~are~~personnel ~~not~~could ~~able~~negatively toimpact ~~achieve our desired operational improvements, or~~ the ~~improvements~~operations ~~take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks~~ and ~~complexities~~profitability ~~may be outside~~ of our ~~control~~post-combination ~~and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target~~ business. ~~Such combination may not be as successful as a combination with a smaller, less complex organization.~~

~~Our~~The ~~management~~role ~~may~~of ~~not~~an beacquisition ~~able~~candidate’s tokey ~~maintain~~personnel ~~control~~upon ofthe acompletion ~~target~~of ~~business after~~ our initial business combination. We cannot ~~provide~~be ~~assurance~~ascertained at this time. Although we contemplate that, ~~upon~~certain ~~loss~~members of ~~control~~an ofacquisition acandidate’s ~~target~~management team will remain associated with the acquisition candidate following our initial business combination, ~~new~~it ~~management~~is ~~will~~possible ~~possess~~that members of the ~~skills,~~management ~~qualifications~~of oran ~~abilities~~acquisition ~~necessary~~candidate towill ~~profitably~~not ~~operate~~wish ~~such~~to ~~business~~remain in place.

We33 may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. 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 management will not be able to maintain control of the target business.

30Table of Contents

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

WeOur doofficers and directors are not ~~have~~required ato, ~~specified~~and ~~maximum~~will ~~redemption~~not, ~~threshold.~~commit ~~The~~their ~~absence~~full oftime ~~such~~to aour ~~redemption~~affairs, ~~threshold~~which may ~~make~~result itin ~~possible~~a conflict of interest in allocating their time between our operations and our search for usa business combination and their other businesses. We do not intend to ~~complete~~have any full-time employees prior to the completion of our initial business combination. ~~with~~Each of our officers is engaged in other business endeavors for which ahe may be entitled to substantial ~~majority~~compensation, ofand our ~~shareholders~~officers doare not ~~agree~~obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

Our ~~amended~~officers and ~~restated~~directors ~~memorandum~~presently have, and ~~articles~~any of ~~association~~them ~~provide that~~ in nothe ~~event~~future ~~will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination~~ may ~~impose~~have ~~a minimum cash requirement for (i) cash consideration to be paid to the target or its owners~~additional, ~~(ii) cash~~fiduciary ~~for working capital~~ or ~~other~~contractual ~~general~~obligations ~~corporate purposes or (iii) the retention of cash~~ to ~~satisfy~~ other ~~conditions.~~entities Asand, ~~a result~~accordingly, 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~~conflicts ~~their shares or, if we seek shareholder approval~~ of ~~our~~interest ~~initial business combination and do not conduct redemptions~~ in ~~connection~~determining ~~with our initial business combination pursuant~~ to ~~the~~which ~~tender~~entity ~~offer~~a ~~rules,~~particular 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~~opportunity ~~exceed~~should ~~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~~presented.

~~Certain~~Following ~~agreements~~the ~~related~~completion toof 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, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. 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. Our amended ~~without~~and ~~shareholder~~restated ~~approval~~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.

~~lock-up~~In addition, our sponsor, Phoenix 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 which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

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

31We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

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

~~Our~~34 ~~initial shareholders control a substantial interest in us and thus may exert substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.~~

AsTable of December 31, 2021, our initial shareholders owned approximately 20% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. Neither our initial shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this annual report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were appointed by our sponsor, is and will be divided into three classes, each of which will generally serve for a terms for three years with only one class of directors being appointed in each year. We may not hold an annual general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for appointment and our initial shareholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial shareholders will continue to exert control at least until the completion of our initial business combination. Contents

AsWe ~~the~~may ~~number~~engage ofin ~~special~~a ~~purpose~~business ~~acquisition~~combination ~~companies~~with ~~evaluating~~one ~~targets~~or ~~increases,~~more ~~attractive~~target ~~targets~~businesses ~~may~~that ~~become~~have ~~scarcer~~relationships ~~and~~with ~~there~~entities that may be ~~more~~affiliated ~~competition~~with ~~for attractive targets. This could increase the cost of~~ our ~~initial~~sponsor, ~~business~~officers, ~~combination~~directors ~~and~~or ~~could~~existing ~~even~~holders ~~result~~which inmay ~~our~~raise ~~inability~~potential toconflicts ~~find~~of ~~a target or to consummate an initial business combination~~interest.

In ~~recent~~light ~~years,~~of the ~~number~~involvement of ~~special~~our ~~purpose~~sponsor, ~~acquisition~~officers ~~companies~~and ~~that~~directors ~~have~~with ~~been~~other ~~formed~~entities, ~~has~~we ~~increased~~may ~~substantially~~decide to acquire one or more businesses affiliated with our sponsor, officers, directors, Phoenix or other existing holders. ~~Many~~Our ~~potential~~directors ~~targets~~also serve as officers and board members for ~~special~~other ~~purpose~~entities, ~~acquisition~~including, ~~companies~~without ~~have~~limitation, ~~already~~those ~~entered~~described ~~into~~under an“Management—Conflicts ~~initial~~of Interest.” Such entities may compete with us for business combination opportunities. Our sponsor, officers and ~~there~~directors are ~~still~~not ~~many~~currently ~~special~~aware ~~purpose~~of ~~acquisition~~any ~~companies~~specific ~~preparing~~opportunities for anus to complete our initial ~~public~~business ~~offering~~combination with any entities with which they are affiliated, asand ~~well~~there ashave ~~many~~been no substantive discussions concerning a business combination with any such ~~companies~~entity ~~currently~~or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in ~~registration~~“Proposed Business—Effecting Our Initial Business Combination—Evaluation of a Target Business and Structuring of Our Initial Business Combination” and such transaction was approved by a majority of our independent and disinterested directors. AsDespite our agreement to obtain an opinion from an independent investment banking firm which is a ~~result~~member of FINRA or a valuation or appraisal 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, atofficers, ~~times~~directors, ~~fewer~~Phoenix ~~attractive~~or ~~targets~~other existing holders, potential conflicts of interest still may beexist ~~available~~and, toas ~~consummate~~a anresult, ~~initial~~the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

InCertain ~~addition,~~members ~~because~~of ~~there~~our ~~are~~board ~~more~~of ~~special~~directors ~~purpose~~and ~~acquisition~~management ~~companies~~team ~~seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models~~ may ~~increase,~~be ~~which~~involved ~~could~~in ~~cause~~and ~~targets~~have ~~companies~~a togreater ~~demand improved~~ financial ~~terms.~~interest ~~Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases~~ in the ~~cost~~performance of ~~additional~~other ~~capital~~entities ~~needed~~affiliated towith ~~close~~our ~~business combinations or operate targets post business combination. This could increase the cost of~~sponsor, ~~delay or otherwise complicate or frustrate our ability to find~~ and ~~consummate~~such anactivities ~~initial~~may ~~business~~create ~~combination,~~conflicts ~~and~~of ~~may~~interest ~~result~~ in ~~our~~making ~~inability~~decisions ~~to consummate an initial business combination~~ on ~~terms favorable to~~ our ~~investors altogether~~behalf.

~~Risks~~Certain ~~Relating~~of our directors and members of our management team may be subject to a variety of conflicts of interest relating to their responsibilities to our ~~Sponsor~~sponsor and ~~Management~~its ~~Team~~other affiliates. Such individuals may serve as members of management or a board of directors (or in similar such capacity) to various other affiliated entities. Such positions may create a conflict between the advice and investment opportunities provided to such entities and the responsibilities owed to us. The other entities in which such individuals may become involved may have investment objectives that overlap with ours. Furthermore, certain of our principals and employees may have a greater financial interest in the performance of such other affiliated entities than our performance. Such involvement may create conflicts of interest in sourcing investment opportunities on our behalf and on behalf of such other entities.

WeRisks ~~are~~Relating ~~dependent~~to ~~upon~~ our ~~founders~~Securities ~~and officers and their loss could adversely affect our ability to operate.~~

~~key-man~~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 submitting or tendering its shares, such shares may not be redeemed.

32We 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 materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, 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 tender or submit public shares for redemption. For example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. See the section of this Annual Report entitled “Business—Delivering Share Certificates in Connection with the Exercise of Redemption Rights.”

~~Table~~35 ~~of Contents~~

OurTable ability to successfully effect our initial business combination and to be successful thereafter will be 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~~You ~~ability~~will tonot ~~successfully~~have ~~effect~~any ~~our~~rights ~~initial~~or ~~business~~interests ~~combination~~in isfunds ~~dependent~~from ~~upon~~ the ~~efforts~~trust ~~of our key personnel. The role of our key personnel in the target business~~account, ~~however,~~except ~~cannot~~under ~~presently~~certain belimited ~~ascertained~~circumstances. ~~Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination~~Therefore, ~~it is likely that some or all of the management of the target business will remain in place. While we intend~~ to ~~closely~~liquidate ~~scrutinize~~your ~~any individuals we engage after our initial business combination~~investment, ~~we cannot assure~~ you ~~that our assessment of these individuals will prove to be correct. These individuals~~ may be ~~unfamiliar~~forced ~~with~~to ~~the~~sell ~~requirements~~your ofpublic ~~operating~~shares aor ~~company regulated by the SEC~~warrants, ~~which~~potentially ~~could~~at ~~cause~~a ~~us to have to expend time and resources helping them become familiar with such requirements~~loss.

Our ~~key~~public ~~personnel~~shareholders ~~may~~will ~~negotiate~~be ~~employment~~entitled orto ~~consulting~~receive ~~agreements~~funds ~~with~~from athe ~~target~~trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with athose ~~particular~~Class A ~~business~~ordinary ~~combination~~shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein, (ii) the redemption of any public shares properly submitted in connection with a ~~particular~~shareholder ~~business~~vote ~~combination~~to ~~may~~amend beour ~~conditioned~~amended onand restated memorandum and articles of association (A) to modify the ~~retention~~substance or ~~resignation~~timing of ~~such~~our ~~key~~obligation ~~personnel.~~to ~~These~~allow ~~agreements~~redemption ~~may~~in ~~provide~~connection ~~for~~with ~~them~~our initial business combination or to ~~receive~~redeem ~~compensation~~100% ~~following~~of our public shares if we do not complete our initial business combination ~~and~~within as24 amonths ~~result,~~from ~~may~~the ~~cause~~closing ~~them~~of our initial public offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of our public shares if we have ~~conflicts~~not completed an initial business combination within 24 months from the closing of our initial public offering, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in ~~determining~~the ~~whether~~trust aaccount. ~~particular~~Holders ~~business~~of ~~combination~~warrants iswill not have any right to the ~~most~~funds ~~advantageous~~held in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

~~Our~~Nasdaq ~~key personnel~~ may bedelist ~~able to remain with~~ our ~~company~~securities ~~after~~from ~~the~~trading ~~completion~~on ofits ~~our~~exchange, ~~initial~~which business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could ~~provide~~limit ~~for~~investors’ ~~such~~ability ~~individuals~~ to ~~receive~~make ~~compensation~~transactions in ~~the form of cash payments and/or~~ our securities ~~for~~and ~~services~~subject ~~they would render to~~ us ~~after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition~~ to ~~any~~additional ~~such~~trading ~~agreement~~restrictions. ~~The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.~~

WeOur ~~may~~units, ~~have~~Class A ordinary shares and warrants are listed on Nasdaq. Although we expect to meet, on a ~~limited~~pro ~~ability~~forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to ~~assess~~be, listed on Nasdaq in the ~~management~~future ofor aprior ~~prospective~~to ~~target~~our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, aswe must maintain a ~~result~~minimum amount in stockholders’ equity (generally $2,500,000) ~~may~~and ~~effect~~a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with aNasdaq’s ~~target~~initial ~~business~~listing ~~whose~~requirements, ~~management~~which ~~may~~are ~~not~~more ~~have~~rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the ~~skills~~listing of our securities on Nasdaq. For instance, ~~qualifications~~our orshare ~~abilities~~price would generally be required to ~~manage~~be aat ~~public~~least ~~company~~$4.00 per share and our stockholder’s equity would generally be required to be at least $5.0 million. We cannot assure you that we will be able to meet those initial listing requirements at that time.

~~When~~If ~~evaluating~~Nasdaq ~~the~~delists ~~desirability of effecting~~ our ~~initial~~securities ~~business~~from ~~combination~~trading ~~with~~on aits ~~prospective~~exchange 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.~~are ~~Should the target business’s management~~ not ~~possess~~able ~~the skills, qualifications or abilities necessary~~ to ~~manage~~list aour ~~public~~securities ~~company,~~on ~~the~~another ~~operations~~national ~~and~~securities ~~profitability of the post-combination business may be negatively impacted. Accordingly~~exchange, ~~any~~we ~~shareholders~~expect ~~who~~our ~~choose~~securities ~~to remain shareholders following the business combination~~ could ~~suffer~~be aquoted ~~reduction~~on inan over-the-counter ~~value of their shares~~market. ~~Such~~If ~~shareholders~~this ~~are~~were ~~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 themoccur, orwe ifcould ~~they~~face ~~are~~significant ~~able~~material toadverse ~~successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials~~consequences, asincluding: ~~applicable, relating to the business combination contained an actionable material misstatement or material omission.~~

~~The~~• ~~officers~~a ~~and~~limited ~~directors~~availability of anmarket ~~acquisition~~quotations ~~candidate~~for ~~may~~our ~~resign upon completion of~~securities;

~~our~~• ~~initial~~reduced ~~business~~liquidity ~~combination~~for our securities;

.• ~~The~~a ~~loss~~determination ofthat our Class A ordinary shares are a ~~business~~“penny ~~combination~~stock” ~~target~~which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

’• a limited amount of news and analyst coverage; and

s• ~~key~~a ~~personnel~~decreased ~~could~~ability ~~negatively~~to ~~impact~~issue ~~the~~additional ~~operations~~securities ~~and~~or ~~profitability~~obtain ofadditional ~~our~~financing ~~post-combination~~in ~~business~~the future.

The ~~role~~National Securities Markets Improvement Act of an1996, ~~acquisition~~which ~~candidate’s~~is ~~key~~a ~~personnel~~federal ~~upon~~statute, prevents or preempts the ~~completion~~states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our ~~initial~~units ~~business~~and ~~combination~~our ~~cannot~~Class A beordinary ~~ascertained~~shares atand ~~this~~warrants ~~time~~are listed on Nasdaq, our units, Class A ordinary shares and warrants will qualify as covered securities under the statute. Although wethe ~~contemplate~~states ~~that~~are ~~certain~~preempted ~~members~~from ofregulating anthe ~~acquisition~~sale ~~candidate’s~~of ~~management~~our ~~team~~securities, ~~will~~the ~~remain~~federal ~~associated~~statute ~~with~~does allow the ~~acquisition~~states ~~candidate~~to ~~following~~investigate ~~our~~companies ~~initial~~if ~~business~~there ~~combination~~is a suspicion of fraud, itand, if there is ~~possible~~a ~~that~~finding ~~members~~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 ~~management~~sale of ansecurities ~~acquisition~~issued ~~candidate~~by ~~will~~blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not ~~wish~~qualify as covered securities under the statute and we would be subject to ~~remain~~regulation in ~~place~~each state in which we offer our securities.

3336

~~Our~~Holders ~~officers and directors will allocate their time to other businesses thereby causing conflicts~~ of ~~interest~~our inpublic ~~their~~shares ~~determination~~will asnot tobe ~~how~~entitled ~~much time~~ to ~~devote~~vote toon ~~our~~the ~~affairs.~~appointment ~~This conflict~~ of ~~interest~~directors ~~could~~prior ~~have a negative impact on our ability~~ to ~~complete~~ our initial business combination.

~~Our~~Prior ~~officers and directors are not required~~ to, ~~and will not, commit their full time to~~ our ~~affairs,~~initial ~~which may result in a conflict of interest in allocating their time between our operations and our search for a~~ business combination, ~~and~~only ~~their~~holders ~~other~~of ~~businesses.~~Class B Weordinary doshares ~~not~~will ~~intend to~~ have ~~any~~the ~~full-time~~right ~~employees prior~~ to ~~the~~appointment ~~completion~~directors ofin ~~our~~any ~~initial~~general ~~business combination~~meeting. ~~Each~~Holders of our ~~officers~~public isshares ~~engaged~~will innot ~~other business endeavors for which he may~~ be entitled to ~~substantial~~vote ~~compensation,~~on ~~and~~the ~~our~~appointment ~~officers are not obligated to contribute any specific number~~ of ~~hours~~directors ~~per~~during ~~week~~such ~~to our affairs~~time. ~~Our~~Accordingly, ~~independent~~you ~~directors~~may ~~also~~not ~~serve~~have asany ~~officers~~say ~~and~~in ~~board~~the ~~members~~management ~~for~~of ~~other entities. If~~ our ~~officers’~~company ~~and~~prior ~~directors’ other business affairs require them~~ to ~~devote~~the ~~substantial~~completion ~~amounts~~ of ~~time~~an ~~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.

~~Our~~You ~~officers~~are ~~and~~not ~~directors~~entitled ~~presently~~to ~~have,~~protections ~~and~~normally ~~any~~afforded ~~of them in the future may have additional, fiduciary or contractual obligations~~ to ~~other~~investors ~~entities and, accordingly, may have conflicts~~ of ~~interest~~many inother ~~determining~~blank tocheck ~~which entity a particular business opportunity should be presented~~companies.

~~Following~~Since the ~~completion~~net proceeds of our initial public offering and ~~until~~the wesale ~~consummate~~of ~~our~~the ~~initial~~private ~~business~~placement ~~combination,~~warrants weare ~~intend~~intended to ~~engage~~be inused ~~the~~to ~~business~~complete ofan ~~identifying~~initial ~~and~~business ~~combining~~combination with ~~one~~a ortarget ~~more~~business ~~businesses.~~that ~~Each~~has ofnot ~~our~~been ~~officers and directors presently has~~selected, ~~and~~we ~~any~~may ofbe ~~them~~deemed into ~~the~~be ~~future~~a ~~may~~“blank ~~have,~~check” ~~additional~~company ~~fiduciary~~under orthe ~~contractual~~United ~~obligations~~States tosecurities ~~other~~laws. ~~entities~~However, ~~pursuant~~because towe ~~which~~have ~~such~~net ~~officer~~tangible orassets ~~director~~in isexcess orof ~~will~~$5,000,000 beas ~~required~~of tothe ~~present~~completion aof ~~business~~our ~~combination~~initial ~~opportunity~~public tooffering ~~such~~and ~~entity.~~the ~~Accordingly,~~sale ~~they may have conflicts~~ of ~~interest~~the inprivate ~~determining~~placement towarrants ~~which~~and ~~entity~~we filed a ~~particular~~Current ~~business~~Report ~~opportunity~~on ~~should~~Form be8-K, ~~presented.~~including ~~These~~an ~~conflicts~~audited ~~may~~balance ~~not~~sheet bedemonstrating ~~resolved~~this infact, ~~our~~we ~~favor~~are ~~and~~exempt afrom ~~potential~~rules ~~target~~promulgated ~~business~~by ~~may~~the beSEC ~~presented~~ to ~~another~~protect ~~entity~~investors ~~prior~~in toblank ~~its~~check ~~presentation to us~~companies, ~~subject~~such toas ~~their~~Rule ~~fiduciary~~419. ~~duties~~Accordingly, ~~under~~investors ~~Cayman~~are ~~Islands~~not ~~law.~~afforded ~~Our~~the ~~amended~~benefits ~~and~~or ~~restated~~protections ~~memorandum~~of ~~and~~those ~~articles~~rules. ofAmong ~~association~~other ~~provide that~~things, tothis ~~the~~means ~~fullest~~our ~~extent~~units ~~permitted~~were byimmediately ~~applicable~~tradable ~~law:~~and ~~(i) no~~we ~~individual~~have ~~serving as~~ a ~~director~~longer orperiod anof ~~officer~~time ~~shall~~to ~~have~~complete ~~any~~our ~~duty,~~initial ~~except~~business ~~and~~combination tothan ~~the~~do ~~extent~~companies ~~expressly~~subject ~~assumed by contract,~~ to ~~refrain~~Rule ~~from~~419. ~~engaging~~Moreover, ~~directly~~if orour ~~indirectly~~initial inpublic ~~the~~offering ~~same~~were orsubject ~~similar~~to ~~business~~Rule ~~activities~~419, orthat ~~lines~~rule ofwould ~~business~~have asprohibited ~~us;~~the ~~and~~release ~~(ii) we~~of ~~renounce~~ any interest orearned ~~expectancy~~on ~~in,~~funds orheld in ~~being~~the ~~offered~~trust anaccount ~~opportunity~~ to ~~participate~~us ~~in,~~unless ~~any~~and ~~potential~~until ~~transaction~~the orfunds ~~matter~~in ~~which~~the ~~may~~trust beaccount awere ~~corporate~~released ~~opportunity~~to ~~for~~us ~~any~~in ~~director~~connection orwith ~~officer~~our oncompletion ~~the~~of ~~one~~an ~~hand,~~initial ~~and~~business ~~us, on the other~~combination.

InIf ~~addition,~~we ~~our~~seek ~~sponsor,~~shareholder ~~Phoenix~~approval ~~and~~of our ~~officers~~initial ~~and~~business ~~directors~~combination ~~may~~and ~~sponsor~~we ordo ~~form~~not ~~other~~conduct ~~special~~redemptions ~~purpose~~pursuant ~~acquisition companies similar~~ to ~~ours~~the ortender ~~may~~offer ~~pursue~~rules, ~~other~~and ~~business~~if you or ~~investment~~a ~~ventures~~“group” ~~during~~of ~~the~~shareholders ~~period in which we~~ are ~~seeking~~deemed anto ~~initial~~hold ~~business~~in ~~combination.~~excess ~~Any~~of ~~such~~15% ~~companies, businesses or investments may present additional conflicts~~ of ~~interest~~our inClass A ~~pursuing~~ordinary anshares, ~~initial~~you ~~business~~will ~~combination.~~lose ~~However,~~the weability doto ~~not~~redeem ~~believe~~all ~~that any~~ such ~~potential~~shares ~~conflicts~~in ~~would~~excess ~~materially~~of ~~affect~~15% ~~our~~of ~~ability to complete~~ our ~~initial~~Class A ~~business~~ordinary ~~combination~~shares.

~~Our~~If ~~officers,~~we ~~directors~~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, ~~security~~our ~~holders~~amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering without our prior consent, which we refer to as the “Excess Shares.” However, we would not be restricting our shareholders’ ability to vote all of their ~~respective~~shares ~~affiliates~~(including ~~may~~Excess ~~have~~Shares) ~~competitive~~for ~~pecuniary~~or ~~interests~~against ~~that~~our ~~conflict~~initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our ~~interests~~initial business combination. 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.

WeOur ~~have~~warrant ~~not~~agreement ~~adopted~~designates athe ~~policy~~courts ~~that~~of ~~expressly~~the ~~prohibits~~State ~~our~~of ~~directors,~~New ~~officers,~~York ~~security holders~~ or ~~affiliates~~the ~~from~~United ~~having~~States aDistrict ~~direct~~Court orfor ~~indirect~~the ~~pecuniary~~Southern orDistrict ~~financial interest in any investment to be acquired or disposed~~ of byNew usYork oras inthe ~~any~~sole ~~transaction~~and toexclusive ~~which~~forum wefor ~~are~~certain atypes ~~party~~of oractions ~~have~~and anproceedings ~~interest.~~that ~~In fact, we~~ may ~~enter~~be ~~into~~initiated aby ~~business~~holders ~~combination~~of ~~with a target business that is affiliated with~~ our ~~sponsor~~warrants, ~~our~~which ~~directors~~could orlimit ~~officers,~~the ~~although~~ability weof dowarrant ~~not~~holders ~~intend~~ to doobtain ~~so. Nor do we have~~ a ~~policy~~favorable ~~that~~judicial ~~expressly~~forum ~~prohibits any such persons from engaging~~ for ~~their~~disputes ~~own~~with ~~account~~our ~~in business activities of the types conducted by us~~company. ~~Accordingly, such persons or entities may have a conflict between their interests and ours.~~

~~The~~Our ~~personal~~warrant ~~and~~agreement ~~financial~~provides ~~interests~~that, ofsubject ~~our~~to ~~directors~~applicable ~~and~~law, ~~officers~~(i) any ~~may~~action, ~~influence~~proceeding ~~their~~or ~~motivation~~claim inagainst ~~timely~~us ~~identifying~~arising ~~and~~out ~~selecting~~of aor ~~target~~relating ~~business~~in ~~and~~any ~~completing~~way ato ~~business~~the ~~combination.~~warrant ~~Consequently~~agreement, ~~our~~including ~~directors’~~under ~~and~~the ~~officers’~~Securities ~~discretion~~Act, inwill ~~identifying~~be brought and ~~selecting~~enforced ~~a suitable target business may result~~ in athe ~~conflict~~courts of ~~interest when determining whether~~ the ~~terms,~~State ~~conditions and timing~~ of aNew ~~particular~~York ~~business~~or ~~combination~~the ~~are~~United ~~appropriate~~States ~~and~~District inCourt ~~our~~for ~~shareholders’~~the ~~best~~Southern ~~interest.~~District Ifof ~~this~~New ~~were the case~~York, itand ~~would~~(ii) that bewe airrevocably ~~breach~~submit ~~of their fiduciary duties~~ to ussuch asjurisdiction, awhich ~~matter~~jurisdiction ofshall ~~Cayman~~be ~~Islands~~the ~~law~~exclusive ~~and~~forum wefor orany ~~our shareholders might have a claim against~~ such ~~individuals~~action, ~~for~~proceeding ~~infringing~~or ~~on our shareholders’ rights~~claim. ~~However,~~We wewill ~~might~~waive ~~not~~any ~~ultimately~~objection beto ~~successful~~such inexclusive ~~any~~jurisdiction ~~claim~~and wethat ~~may~~such ~~make~~courts ~~against~~represent ~~them~~an ~~for~~inconvenient ~~such reason~~forum.

3437

WeNotwithstanding ~~may~~the ~~engage~~foregoing, inthese aprovisions ~~business~~of ~~combination~~the ~~with~~warrant ~~one~~agreement will not apply to suits brought to enforce any liability or ~~more~~duty ~~target~~created ~~businesses~~by ~~that~~the ~~have~~Exchange ~~relationships~~Act ~~with~~or ~~entities~~any ~~that~~other ~~may~~claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be ~~affiliated~~deemed ~~with~~to have notice of and to have consented to the forum provisions in our ~~sponsor~~warrant agreement. If any action, ~~officers~~the subject matter of which is within the scope of the forum provisions of our warrant agreement, ~~directors~~is filed in a court other than a court of the State of New York or ~~existing~~the ~~holders~~United ~~which~~States ~~may~~District ~~raise~~Court ~~potential~~for ~~conflicts~~the Southern District of ~~interest~~New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

InThis ~~light~~ choice-of-forum ~~the~~provision ~~involvement~~may oflimit ~~our~~a ~~sponsor,~~warrant ~~officers~~holder’s ~~and~~ability ~~directors~~to ~~with~~bring ~~other~~a ~~entities,~~claim wein ~~may~~a ~~decide~~judicial toforum ~~acquire~~that ~~one~~it orfinds ~~more~~favorable ~~businesses~~for ~~affiliated~~disputes with our ~~sponsor~~company, ~~officers,~~which directors, Phoenix or other existing holders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under “Management—Conflicts of Interest.” Such entities may ~~compete~~discourage ~~with~~such ~~us for business combination opportunities~~lawsuits. ~~Our sponsor~~Alternatively, ~~officers~~if ~~and~~a ~~directors~~court ~~are~~were ~~not~~to ~~currently~~find ~~aware~~this provision of ~~any specific opportunities for us to complete~~ our ~~initial~~warrant ~~business~~agreement ~~combination~~inapplicable ~~with~~or ~~any~~unenforceable ~~entities~~ with ~~which~~respect ~~they~~to ~~are~~one ~~affiliated, and there have been no substantive discussions concerning a business combination with any such entity~~ or ~~entities.~~more ~~Although~~of wethe ~~will~~specified ~~not~~types beof ~~specifically~~actions ~~focusing on,~~ or ~~targeting~~proceedings, ~~any transaction with any affiliated entities,~~ we ~~would~~may ~~pursue~~incur ~~such~~additional acosts ~~transaction~~associated ifwith weresolving ~~determined that~~ such ~~affiliated~~matters ~~entity met our criteria for a business combination as set forth~~ in ~~“Proposed~~other ~~Business—Effecting~~jurisdictions, ~~Our~~which ~~Initial~~could ~~Business~~materially ~~Combination—Evaluation of a Target Business~~ and ~~Structuring~~adversely ofaffect ~~Our~~our ~~Initial~~business, ~~Business~~financial ~~Combination”~~condition and ~~such~~results ~~transaction was approved by a majority~~ of ~~our~~operations ~~independent~~ and ~~disinterested~~result ~~directors.~~in ~~Despite our agreement to obtain an opinion from an independent investment banking firm which is~~ a ~~member~~diversion of ~~FINRA or a valuation or appraisal firm regarding~~ the ~~fairness~~time toand ~~our~~resources ~~company from a financial point~~ of ~~view of a business combination with one or more domestic or international businesses affiliated with~~ our ~~sponsor,~~management ~~officers, directors, Phoenix or other existing holders, potential conflicts of interest still may exist~~ and, asboard ~~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~~directors.

~~Certain~~If ~~members~~we ofare ~~our~~deemed ~~board~~to ofbe ~~directors~~an ~~and~~investment ~~management~~company ~~team~~under ~~may~~the beInvestment ~~involved~~Company inAct, ~~and~~we ~~have~~may abe ~~greater~~required ~~financial~~to ~~interest~~institute inburdensome ~~the~~compliance ~~performance~~requirements ofand ~~other~~our ~~entities~~activities ~~affiliated~~may ~~with~~be ~~our sponsor~~restricted, ~~and~~which ~~such activities~~ may ~~create~~make ~~conflicts~~it ofdifficult ~~interest~~for inus ~~making~~to ~~decisions~~complete on our ~~behalf~~initial business combination.

~~Certain~~If ofwe ~~our~~are ~~directors~~deemed ~~and~~to ~~members of our management team may~~ be ~~subject~~an to a variety of conflicts of interest relating to their responsibilities to our sponsor and its other affiliates. Such individuals may serve as members of management or a board of directors (or in similar such capacity) to various other affiliated entities. Such positions may create a conflict between the advice and investment ~~opportunities~~company ~~provided~~under ~~to such entities and~~ the ~~responsibilities~~Investment ~~owed~~Company ~~to us. The other entities in which such individuals may become involved may have investment objectives that overlap with ours. Furthermore~~Act, ~~certain of~~ our ~~principals~~activities ~~and employees~~ may ~~have~~be arestricted, ~~greater~~including: financial interest in the performance of such other affiliated entities than our performance. Such involvement may create conflicts of interest in sourcing investment opportunities on our behalf and on behalf of such other entities.

~~Risks~~• ~~Relating~~restrictions toon the nature of our ~~Securities~~investments; and

If• arestrictions ~~shareholder~~on ~~fails~~the toissuance ~~receive notice~~ of ~~our offer to redeem our public shares in connection with our initial business combination~~securities, ~~or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.~~

We• ~~will~~each ~~comply~~of ~~with~~which 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 materials or tender offer documents, as applicable, such shareholder may ~~not~~make ~~become~~it ~~aware~~difficult of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, 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 tender or submit public shares for ~~redemption.~~us ~~For example, we intend~~ to ~~require~~complete our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we ~~conduct~~may ~~redemptions~~have inimposed ~~connection~~upon ~~with~~us aburdensome ~~shareholder vote~~requirements, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. See the section of this Annual Report entitled “Business—Delivering Share Certificates in Connection with the Exercise of Redemption Rights.” including:

35• registration as an investment company with the SEC;

~~Table~~• adoption of ~~Contents~~a specific form of corporate structure; and

~~You~~• ~~will not have any rights or interests in funds from the trust account~~reporting, ~~except~~record ~~under certain limited circumstances. Therefore~~keeping, ~~to liquidate your investment~~voting, ~~you~~proxy ~~may~~and bedisclosure ~~forced~~requirements toand ~~sell~~other ~~your~~rules ~~public~~and ~~shares~~regulations orthat ~~warrants,~~we ~~potentially~~are atnot asubject ~~loss~~to.

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

~~Nasdaq~~38 ~~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.~~

OurTable units, Class A ordinary shares and warrants are listed on Nasdaq. Although we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share and our stockholder’s equity would generally be required to be at least $5.0 million. We cannot assure you that we will be able to meet those initial listing requirements at that time. Contents

~~over~~We 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 only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Our initial public offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-~~counter~~ initial business combination activity; or (iii) absent an initial business combination within 24 months from the closing of our initial public offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

•You awill ~~limited~~not ~~availability~~be ofpermitted ~~market~~to ~~quotations~~exercise ~~for~~your ~~our~~warrants ~~securities;~~unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available.

•If ~~reduced~~the ~~liquidity~~issuance ~~for~~of ~~our~~the Class A ordinary shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities; laws, holders of warrants will not be entitled to exercise such warrants and such warrants 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.

•We aare ~~determination~~not ~~that~~registering ~~our~~the Class A ordinary shares ~~are~~issuable aupon ~~“penny~~exercise ~~stock”~~of ~~which~~the ~~will~~warrants ~~require~~under ~~brokers~~the ~~trading~~Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our ~~Class~~initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use our commercially reasonable efforts to ~~adhere~~cause the same to ~~more~~become ~~stringent~~effective ~~rules~~within ~~and~~60 ~~possibly~~business ~~result~~days infollowing our initial business combination and to maintain a ~~reduced~~current ~~level~~prospectus relating to the Class A ordinary shares issuable upon exercise of ~~trading~~the ~~activity~~warrants until the expiration or redemption of the warrants in accordance with the ~~secondary~~provisions ~~trading~~of ~~market~~the warrant agreement. We cannot assure you that we will be able to do so if, for ~~our~~example, ~~securities;~~any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

•If athe ~~limited~~Class A ~~amount~~ordinary shares issuable upon exercise of ~~news~~the ~~and~~warrants ~~analyst~~are ~~coverage;~~not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis, in which case the number of Class A ordinary shares that the holders of warrants will receive upon cashless exercise will be based on a formula subject to a maximum number of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment).

•In no event will warrants be exercisable for cash or on a ~~decreased~~cashless ~~ability~~basis, and we will not be obligated to issue ~~additional~~any ~~securities~~shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or ~~obtain~~qualified ~~additional~~under ~~financing~~the insecurities laws of the ~~future~~state of the exercising holder, or an exemption from registration or qualification is available.

~~The~~If ~~National~~our ~~Securities~~Class A ~~Markets~~ordinary ~~Improvement~~shares ~~Act~~are ofat ~~1996,~~the ~~which~~time isof aany ~~federal~~exercise ~~statute,~~of ~~prevents~~a orwarrant ~~preempts~~not ~~the~~listed ~~states~~on ~~from~~a ~~regulating~~national ~~the~~securities ~~sale~~exchange ofsuch ~~certain~~that ~~securities,~~they ~~which~~satisfy ~~are~~the ~~referred~~definition toof as “covered securities.” ~~Because~~under ~~we expect that our units and eventually our Class~~Section A18(b)(1) ~~ordinary~~of ~~shares~~the ~~and~~Securities ~~warrants~~Act, ~~will~~we ~~be listed on Nasdaq~~may, at our ~~units~~option, ~~Class A~~not ~~ordinary~~permit ~~shares~~holders ~~and~~of warrants ~~will~~who ~~qualify~~seek asto ~~covered~~exercise ~~securities~~their ~~under~~warrants ~~the~~to ~~statute.~~do ~~Although~~so ~~the~~for ~~states~~cash ~~are~~and, ~~preempted from regulating the sale of our securities~~instead, ~~the~~require ~~federal~~them ~~statute does allow the states~~ to ~~investigate~~do ~~companies~~so ifon ~~there is~~ a ~~suspicion~~cashless ofbasis ~~fraud,~~in ~~and,~~accordance ifwith ~~there is~~ Section 3(a)(9) ~~finding~~ of ~~fraudulent activity, then~~ the ~~states~~Securities ~~can~~Act; ~~regulate~~in ~~or bar~~ the ~~sale~~event ofwe ~~covered~~so ~~securities~~elect, ~~in a particular case. While~~ we ~~are~~will not ~~aware~~be ofrequired ~~a state having used these powers~~ to ~~prohibit~~file or ~~restrict~~maintain ~~the~~in ~~sale~~effect ofa ~~securities~~registration ~~issued~~statement byor ~~blank~~register ~~check~~or ~~companies,~~qualify ~~other~~the ~~than~~shares underlying the ~~State~~warrants ofunder ~~Idaho,~~applicable ~~certain~~ state securities ~~regulators~~laws, ~~view blank check companies unfavorably~~ and ~~might~~in ~~use these powers, or threaten to use these powers, to hinder~~ the ~~sale~~event ofwe ~~securities~~do ofnot ~~blank~~so ~~check companies in their states. Further~~elect, if we ~~were~~will nouse ~~longer~~our ~~listed~~commercially onreasonable ~~Nasdaq,~~efforts ~~our~~to ~~securities~~register ~~would~~or ~~not~~ qualify asthe ~~covered~~shares ~~securities~~underlying ~~under~~ the ~~statute~~warrants ~~and~~under weapplicable ~~would~~state besecurities ~~subject~~laws to ~~regulation~~the inextent ~~each~~an ~~state~~exemption inis ~~which~~not ~~we offer our securities~~available.

3639

~~Holders~~In ofno ~~our~~event ~~public~~will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares ~~will~~underlying ~~not~~the bewarrants ~~entitled~~under the Securities Act or applicable state securities laws. Our ability to ~~vote~~require holders of our warrants to exercise such warrants on a cashless basis after we call the ~~appointment~~warrants for redemption or if there is no effective registration statement covering the Class A ordinary shares issuable upon exercise of ~~directors~~these ~~prior~~warrants will cause holders to ~~our~~receive ~~initial~~fewer ~~business~~Class A ~~combination~~ordinary shares upon their exercise of the warrants than they would have received had they been able to pay the exercise price of their warrants in cash.

~~Prior~~If we call the warrants for redemption, we will have the option, in our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis in the circumstances described in the prospectus for our ~~initial~~Initial ~~business~~Public ~~combination,~~Offering. ~~only~~If we choose to require holders to exercise their warrants on a cashless basis or if holders elect to do so when there is no effective registration statement, the number of Class BA ordinary shares received by a holder upon exercise will be fewer than it would have ~~the~~been ~~right~~had tosuch ~~appointment~~holder ~~directors~~exercised inhis ~~any~~or ~~general~~her ~~meeting~~warrant for cash. ~~Holders~~For ofexample, ~~our~~if the holder is exercising 875 public ~~shares~~warrants ~~will~~at ~~not~~$11.50 beper ~~entitled~~share tothrough ~~vote~~a oncashless exercise when the ~~appointment~~Class A ofordinary ~~directors~~shares ~~during~~have ~~such~~a ~~time~~fair market value of $17.50 ~~Accordingly~~per share when there is no effective registration statement, ~~you~~then ~~may~~upon ~~not~~the cashless exercise, the holder will receive 300 Class A ordinary shares. The holder would have ~~any~~received ~~say~~875 Class A ordinary shares if the exercise price was paid in cash. This will have the ~~management~~effect of reducing the potential “upside” of the holder’s investment in our company ~~prior~~because to the ~~completion~~warrant holder will hold a smaller number of anClass A ~~initial~~ordinary ~~business~~shares ~~combination~~upon a cashless exercise of the warrants they hold.

~~You~~The ~~are~~grant ~~not~~of ~~entitled~~registration rights to ~~protections~~our ~~normally~~initial ~~afforded~~shareholders and holders of our private placement warrants may make it more difficult to ~~investors~~complete our initial business combination, and the future exercise of ~~many~~such ~~other~~rights ~~blank~~may ~~check~~adversely ~~companies~~affect the market price of our Class A ordinary shares.

~~8-K~~Pursuant to an agreement that was entered into concurrently with the consummation of 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, holders of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and holders of securities that may be issued upon conversion of working capital loans may demand that we register such units, shares, warrants or the Class A ordinary shares issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders, holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered.

IfWe wemay ~~seek~~be ~~shareholder~~a ~~approval~~passive offoreign ~~our~~investment ~~initial business combination and we do not conduct redemptions pursuant to the tender offer rules~~company, ~~and if you~~ or a “~~group~~PFIC,” ofwhich ~~shareholders~~could ~~are~~result ~~deemed to hold~~ in ~~excess~~adverse ofU.S. ~~15%~~federal ofincome ~~our~~tax ~~Class A~~consequences ~~ordinary shares, you will lose the ability~~ to ~~redeem~~U.S. ~~all such shares in excess of 15% of our Class A ordinary shares~~investors.

If we ~~seek~~are ~~shareholder~~a ~~approval~~PFIC offor ~~our~~any ~~initial~~taxable ~~business~~year ~~combination~~(or ~~and~~portion wethereof) dothat ~~not~~is ~~conduct~~included ~~redemptions~~ in ~~connection~~the ~~with~~holding period of a U.S. investor holding of our ~~initial~~Class A ~~business~~ordinary ~~combination~~shares ~~pursuant~~or towarrants, the ~~tender~~U.S. ~~offer~~investor ~~rules,~~may ~~our~~be ~~amended~~subject ~~and~~to ~~restated~~adverse ~~memorandum~~U.S. federal income tax consequences and ~~articles~~may ofbe ~~association~~subject ~~provide~~to ~~that~~additional areporting ~~public~~requirements. ~~shareholder,~~Our ~~together~~PFIC ~~with~~status ~~any~~for ~~affiliate~~our ofcurrent ~~such~~and ~~shareholder~~subsequent ortaxable ~~any~~years ~~other~~may ~~person~~depend ~~with~~on ~~whom~~whether ~~such~~we ~~shareholder~~qualify isfor ~~acting~~an inexception ~~concert~~to orPFIC asstatus afor certain newly formed companies (the “~~group~~start-up exception”). ~~(as~~Depending ~~defined~~on ~~under~~the ~~Section 13~~particular circumstances, the application of the ~~Exchange~~start-up ~~Act)~~exception may be subject to uncertainty, ~~will~~and there cannot be ~~restricted~~any ~~from~~assurance ~~seeking~~that ~~redemption~~we ~~rights~~will ~~with~~qualify ~~respect~~for tothe ~~more~~start-up ~~than~~exception. anAccordingly, ~~aggregate~~there ofcan ~~15%~~be ofno ~~the~~assurances ~~shares~~with ~~sold~~respect into our ~~initial~~status ~~public~~as ~~offering~~a ~~without~~PFIC for our ~~prior~~current ~~consent,~~taxable ~~which~~year weor ~~refer~~any tosubsequent astaxable ~~the~~year. ~~“Excess~~Our ~~Shares.”~~actual ~~However,~~PFIC westatus ~~would~~for any taxable year, will not be ~~restricting~~determinable ~~our~~until ~~shareholders’~~after ~~ability~~the toend ~~vote~~of ~~all~~such taxable year (and, in the case of ~~their~~the ~~shares~~start-up ~~(including~~exception, ~~Excess~~potentially ~~Shares)~~not ~~for~~until orafter ~~against~~the two taxable years following our initial ~~business~~taxable ~~combination~~year). ~~Your~~Moreover, ~~inability~~if towe ~~redeem~~determine ~~the~~we ~~Excess~~are ~~Shares~~a ~~will~~PFIC ~~reduce~~for ~~your~~any ~~influence~~taxable ~~over~~year, ~~our~~we ~~ability~~will endeavor to ~~complete~~provide ~~our~~to ~~initial~~a ~~business~~U.S. ~~combination~~investor ~~and~~such ~~you~~information ~~could~~as ~~suffer~~the aInternal ~~material~~Revenue ~~loss~~Service onmay ~~your~~require, ~~investment~~including ina usPFIC ifAnnual ~~you~~Information ~~sell~~Statement, ~~Excess~~in ~~Shares~~order into ~~open~~enable ~~market~~the ~~transactions~~U.S. ~~Additionally,~~investor ~~you~~to ~~will~~make ~~not~~and ~~receive~~maintain ~~redemption~~a ~~distributions~~“qualified ~~with~~electing ~~respect~~fund” toelection, ~~the~~which ~~Excess~~could ~~Shares~~mitigate ifcertain weof ~~complete~~the ~~our~~adverse ~~initial~~U.S. ~~business~~federal ~~combination.~~income Astax aconsequences ~~result,~~of ~~you~~our ~~will~~PFIC ~~continue~~status to ~~hold~~U.S. ~~that~~investors, ~~number~~but ofthere ~~shares~~can ~~exceeding~~be ~~15%~~no ~~and,~~assurance inthat ~~order~~we towill ~~dispose~~timely ofprovide such ~~shares~~required information, and such election would be ~~required~~unavailable towith ~~sell~~respect ~~your~~to ~~shares~~our warrants in ~~open~~all ~~market~~cases. ~~transactions,~~We ~~potentially~~urge atU.S. ainvestors ~~loss~~to consult their tax advisers regarding the possible application of the PFIC rules.

~~Our~~40 warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

OurTable warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Contents

37We may issue additional Class A ordinary shares (including pursuant to an agreement with Phoenix) or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks.

~~Table~~Our amended and restated memorandum and articles of ~~Contents~~association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share. Immediately after our initial public offering and full exercise of the over-allotment option, there were 177,000,000 and 14,250,000 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B ordinary shares. The Class B ordinary shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related to our initial business combination. Immediately after our initial public offering, there will be no preferred shares issued and outstanding.

~~Notwithstanding~~We ~~the~~may ~~foregoing,~~issue ~~these~~a ~~provisions~~substantial number of ~~the~~additional ~~warrant~~Class A ~~agreement~~ordinary ~~will~~shares ~~not~~or ~~apply~~preferred shares to ~~suits~~complete ~~brought~~our toinitial ~~enforce~~business ~~any~~combination ~~liability~~ or ~~duty~~under ~~created~~an byemployee ~~the~~incentive ~~Exchange~~plan ~~Act~~after orcompletion ~~any~~of ~~other~~our ~~claim~~initial ~~for~~business ~~which~~combination. ~~the~~For ~~federal~~example, ~~district~~we ~~courts~~granted ofPhoenix the ~~United~~right, ~~States~~but ofnot ~~America are~~ the ~~sole~~obligation, ~~and~~to ~~exclusive~~purchase ~~forum.~~an ~~Any~~aggregate ~~person~~of or15% ~~entity~~of ~~purchasing~~our orClass A ~~otherwise~~ordinary ~~acquiring~~shares, ~~any~~for ~~interest~~a inpurchase ~~any~~price of ~~our~~$10.00 ~~warrants~~per ~~shall~~Class A beordinary ~~deemed~~share toissued, ~~have~~in ~~notice~~any offinancing ~~and~~transaction towe ~~have~~may ~~consented~~conduct toin ~~the~~connection ~~forum~~with ~~provisions in~~ our ~~warrant~~initial ~~agreement~~business combination. IfWe ~~any~~may ~~action,~~also ~~the~~issue ~~subject~~Class A ~~matter~~ordinary ofshares ~~which~~upon isconversion ~~within the scope~~ of the ~~forum~~Class B ~~provisions~~ordinary ofshares ~~our~~at ~~warrant agreement, is filed in~~ a ~~court~~ratio ~~other~~greater than aone-to-one ~~court~~at of the ~~State~~time of ~~New~~our ~~York~~initial orbusiness ~~the~~combination ~~United~~as ~~States~~a ~~District~~result ~~Court~~of ~~for~~ the ~~Southern~~anti-dilution ~~District~~provisions ofas ~~New~~set ~~York~~forth (atherein. ~~“foreign~~However, ~~action”)~~our inamended ~~the~~and ~~name~~restated ofmemorandum ~~any~~and ~~holder~~articles of ~~our~~association ~~warrants~~provide, ~~such~~among ~~holder~~other ~~shall~~things, bethat ~~deemed~~prior to ~~have~~our ~~consented~~initial ~~to:~~business ~~(x) the~~combination, ~~personal~~we ~~jurisdiction~~may ofnot ~~the~~issue ~~state~~additional ~~and~~shares ~~federal~~that ~~courts~~would ~~located~~entitle in the ~~State~~holders ofthereof ~~New~~to ~~York~~(i) receive infunds ~~connection~~from ~~with~~the ~~any~~trust ~~action~~account ~~brought~~or in(ii) vote on any ~~such~~initial ~~court~~business tocombination. ~~enforce~~These ~~the forum~~ provisions ~~(an~~of ~~“enforcement~~our ~~action”),~~amended and ~~(y) having~~restated ~~service~~memorandum and articles of ~~process~~association, ~~made~~like ~~upon~~all ~~such~~provisions ~~warrant~~of ~~holder~~our inamended ~~any~~and ~~such~~restated ~~enforcement~~memorandum ~~action~~and byarticles ~~service~~of ~~upon~~association, ~~such~~may ~~warrant~~be ~~holder’s~~amended ~~counsel~~with ina ~~the~~shareholder ~~foreign~~vote. ~~action~~The asissuance ~~agent~~of ~~for~~additional ~~such~~ordinary ~~warrant~~or ~~holder.~~preferred shares:

~~choice-~~• may significantly dilute the equity interest of~~-forum~~ investors in our initial public offering;

If• wemay ~~are~~subordinate ~~deemed to be an investment company under~~ the ~~Investment~~rights ~~Company~~of ~~Act,~~holders weof ~~may~~Class beA ~~required~~ordinary toshares ~~institute~~if ~~burdensome~~preferred ~~compliance~~shares ~~requirements~~are ~~and~~issued ~~our~~with ~~activities~~rights ~~may~~senior ~~be restricted, which may make it difficult for us~~ to ~~complete~~those afforded our ~~initial~~Class ~~business~~A ~~combination.~~ordinary shares;

If• wecould ~~are~~cause ~~deemed~~a tochange bein ancontrol ~~investment~~if ~~company~~a ~~under~~substantial ~~the~~number ~~Investment~~of ~~Company~~Class ~~Act~~A ordinary shares are issued, which may affect, among other things, our ~~activities~~ability ~~may~~to beuse ~~restricted~~our net operating loss carry forwards, ~~including:~~if any, and could result in the resignation or removal of our present officers and directors; and

• ~~restrictions~~may onadversely ~~the~~affect ~~nature~~prevailing ofmarket prices for our ~~investments;~~units, Class A ordinary shares and/or warrants.

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

•Table each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including:Contents

•We ~~registration~~cannot asassure anyou ~~investment~~that ~~company~~we ~~with~~will ~~the~~not ~~SEC;~~seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

•In ~~adoption~~order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association requires a ~~specific~~special ~~form~~resolution under Cayman Islands law, which requires the affirmative vote of ~~corporate~~a ~~structure;~~majority of at least two-thirds of the shareholders 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 a majority 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, a majority 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) to allow for the warrants to be classified as equity in our financial statements). In addition, our amended and restated memorandum and articles of association require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within 24 months of the closing of our initial public offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

•The ~~reporting~~provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of not less than two-thirds of our ordinary shares who attend and vote at a general meeting of the company (or 65% of our ordinary shares who attend and vote at a general meeting of the company with respect to amendments to the trust agreement governing the release of funds from our trust account), ~~record~~which ~~keeping~~is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, ~~voting~~therefore, ~~proxy~~to ~~and~~amend ~~disclosure~~our ~~requirements~~amended and ~~other~~restated ~~rules~~memorandum and ~~regulations~~articles of association to facilitate the completion of an initial business combination that wesome ~~are~~of ~~not~~our ~~subject~~shareholders tomay not support.

InOur ~~order~~amended and restated memorandum and articles of association provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of our initial public offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to beprovide ~~regulated~~redemption rights to public shareholders as andescribed ~~investment~~herein) ~~company~~may be amended if approved by special resolution under Cayman Islands law which requires the ~~Investment~~affirmative ~~Company~~vote ~~Act,~~of ~~unless~~a wemajority ~~can~~of ~~qualify~~at ~~for~~least antwo-thirds ~~exclusion~~of the shareholders who attend and vote at a general meeting of the company, weand ~~must~~corresponding ~~ensure~~provisions ~~that~~of wethe ~~are~~trust ~~engaged~~agreement ~~primarily~~governing inthe release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares who attend and vote at a ~~business~~general ~~other~~meeting ~~than~~of ~~investing~~the company. Our initial shareholders, ~~reinvesting~~who orwill ~~trading~~collectively beneficially own 20% of ~~securities~~our ~~and~~ordinary ~~that~~shares upon the closing of our ~~activities~~initial public offering (assuming they do not ~~include~~purchase ~~investing,~~any ~~reinvesting,~~units ~~owning,~~in ~~holding~~our orinitial ~~trading~~public ~~“investment~~offering), ~~securities”~~will ~~constituting~~participate ~~more~~in ~~than~~any ~~40%~~vote ofto amend our ~~assets~~amended ~~(exclusive~~and restated memorandum and articles of ~~U.S.~~association ~~government~~and/or ~~securities~~trust agreement and ~~cash~~will ~~items)~~have onthe andiscretion ~~unconsolidated~~to ~~basis~~vote in any manner they choose. ~~Our~~As ~~business~~a ~~will~~result, we may be able to ~~identify~~amend ~~and~~the ~~complete~~provisions aof ~~business~~our ~~combination~~amended and ~~thereafter~~restated tomemorandum ~~operate~~and ~~the~~articles ~~post-~~of ~~transaction~~association ~~business~~which orgovern ~~assets~~our ~~for~~pre-business ~~the~~combination ~~long~~behavior ~~term.~~more Weeasily dothan ~~not~~some ~~plan~~other tospecial ~~buy~~purpose ~~businesses~~acquisition orcompanies, ~~assets~~and ~~with~~this amay ~~view~~increase our ability to ~~resale~~complete ora ~~profit~~business ~~from~~combination ~~their~~with ~~resale.~~which Weyou do not ~~plan~~agree. toOur ~~buy~~shareholders ~~unrelated~~may ~~businesses~~pursue orremedies ~~assets~~against orus tofor beany abreach ~~passive~~of ~~investor~~our amended and restated memorandum and articles of association.

38Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per- share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares. Our shareholders are not parties to, or third- party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

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

2a-7Table of Contents

~~pre-~~Our initial shareholders paid an aggregate of $25,000, or approximately $0.004 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares.

~~You~~The ~~will~~difference ~~not~~between bethe ~~permitted~~public offering price per share (allocating all of the unit purchase price to ~~exercise~~the ~~your~~Class A ordinary share and none to the warrant included in the unit) and the pro forma net tangible book value per share of our Class A ordinary shares after our initial public offering constitutes the dilution to you and the other investors in our initial public offering. Our initial shareholders acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon closing of our initial public offering, and assuming no value is ascribed to the warrants ~~unless~~included wein ~~register~~the units, you and ~~qualify~~the other public shareholders will incur an immediate and substantial dilution of approximately 91.8% (or $9.18 per share, assuming no exercise of the ~~underlying~~underwriters’ over-allotment option), the difference between the pro forma net tangible book value per share after our initial public offering of $0.82 and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination. In addition, because of the anti-dilution protection in the founder shares, any equity or ~~certain~~equity-linked ~~exemptions~~securities ~~are~~issued ~~available~~in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares.

IfWe ~~the~~may ~~issuance~~amend of the ~~Class A~~terms ~~ordinary shares upon exercise~~ of the warrants isin ~~not~~a ~~registered,~~manner ~~qualified~~that ormay ~~exempt~~be ~~from~~adverse ~~registration~~to orholders ~~qualification~~of ~~under~~public ~~the~~warrants ~~Securities~~with ~~Act~~the ~~and~~approval ~~applicable~~by ~~state~~the ~~securities laws,~~ holders of ~~warrants~~at ~~will~~least ~~not~~a bemajority ~~entitled~~of tothe ~~exercise~~then ~~such~~outstanding ~~warrants~~public ~~and such~~ warrants, ~~may~~or ~~have~~for noamendments ~~value~~necessary ~~and~~for ~~expire~~the ~~worthless.~~warrants Into ~~such~~be ~~event,~~classified ~~holders~~as ~~who~~equity. ~~acquired~~As ~~their~~a ~~warrants~~result, asthe ~~part~~exercise ofprice ~~a purchase~~ of ~~units~~your ~~will~~warrants ~~have~~could ~~paid~~be increased, the ~~full~~exercise ~~unit~~period ~~purchase~~could ~~price~~be ~~solely~~shortened ~~for~~and the number of Class A ordinary shares ~~included~~purchasable inupon ~~the~~exercise ~~units~~of a warrant could be decreased, all without your approval.

WeOur ~~are~~warrants ~~not~~were ~~registering~~issued ~~the~~in ~~Class A~~registered ~~ordinary~~form ~~shares~~under ~~issuable~~a ~~upon~~warrant ~~exercise~~agreement ofbetween ~~the~~Continental ~~warrants~~Stock ~~under~~Transfer & ~~the~~Trust ~~Securities~~Company, ~~Act~~as orwarrant ~~any~~agent, ~~state~~and ~~securities~~us. ~~laws~~The atwarrant ~~this~~agreement ~~time.~~provides ~~However,~~that ~~under~~ the terms of the warrants may be amended without the consent of any shareholder or warrant ~~agreement,~~holder weto ~~have~~cure ~~agreed~~any ~~that,~~ambiguity asor ~~soon~~correct asany ~~practicable,~~defective ~~but~~provision inor noto ~~event~~make ~~later~~any ~~than~~amendments 15that ~~business~~are ~~days,~~necessary ~~after~~in the ~~closing~~good faith determination of our ~~initial~~board ~~business~~of ~~combination,~~directors we(taking ~~will~~into ~~use~~account ~~our~~then ~~commercially~~existing ~~reasonable~~market ~~efforts~~precedents) to ~~file~~allow ~~with~~for the ~~SEC~~warrants ato ~~registration~~be ~~statement~~classified ~~covering~~as ~~the~~equity ~~registration~~in ~~under~~our ~~the~~financial ~~Securities~~statements, ~~Act~~but ofotherwise requires the ~~Class A~~approval ~~ordinary~~by ~~shares~~the ~~issuable~~holders ~~upon~~of ~~exercise~~at least a majority of the then outstanding public warrants ~~and~~to ~~thereafter~~make ~~will~~any ~~use~~change ~~our~~that ~~commercially~~adversely ~~reasonable~~affects ~~efforts~~the tointerests ~~cause~~of the ~~same~~registered toholders ~~become~~of ~~effective~~public ~~within~~warrants. 60Accordingly, ~~business~~we ~~days~~may ~~following~~amend ~~our~~the ~~initial~~terms ~~business~~of ~~combination~~the ~~and~~public towarrants ~~maintain~~(i) in a ~~current~~manner ~~prospectus~~adverse ~~relating~~ to ~~the~~a ~~Class A~~holder ~~ordinary~~of ~~shares~~public ~~issuable~~warrants ~~upon~~if ~~exercise~~holders of at least a majority of the then outstanding public warrants ~~until~~approve ~~the~~of ~~expiration~~such amendment or ~~redemption~~(ii) to ofthe extent necessary for the warrants in ~~accordance~~the ~~with~~good ~~the~~faith ~~provisions~~determination of ~~the~~our ~~warrant~~board ~~agreement.~~of Wedirectors ~~cannot~~(taking ~~assure~~into ~~you~~account ~~that~~then weexisting ~~will~~market beprecedents) ~~able~~to allow for the warrants to dobe soclassified ~~if,~~as ~~for~~equity ~~example,~~in our financial statements without the consent of any ~~facts~~shareholder or ~~events~~warrant ~~arise~~holder. ~~which~~Although ~~represent~~our aability ~~fundamental~~to ~~change~~amend inthe terms of the ~~information~~public ~~set~~warrants ~~forth~~with inthe consent of at least a majority of the ~~registration~~then ~~statement~~outstanding orpublic ~~prospectus~~warrants is unlimited, ~~the~~examples ~~financial~~of ~~statements~~such ~~contained~~amendments orcould ~~incorporated~~be byamendments ~~reference~~to, ~~therein~~among ~~are~~other ~~not~~things, ~~current~~increase the exercise price of the warrants, convert the warrants into cash or ~~correct~~shares, shorten the exercise period or decrease the ~~SEC~~number ~~issues~~of aClass A ~~stop~~ordinary ~~order~~shares purchasable upon exercise of a warrant.

~~If the Class~~ A ~~ordinary~~provision ~~shares issuable upon exercise~~ of ~~the~~our ~~warrants are not registered under the Securities Act, under the terms of the~~ warrant agreement, ~~holders~~may ofmake ~~warrants~~it ~~who~~more ~~seek~~difficult ~~to exercise their warrants will not be permitted to do so~~ for ~~cash~~us ~~and, instead, will be required~~ to doconsummate soan oninitial abusiness cashless basis, in which case the number of Class A ordinary shares that the holders of warrants will receive upon cashless exercise will be based on a formula subject to a maximum number of shares equal to 0combination.~~361~~ ~~Class A ordinary shares per warrant (subject to adjustment).~~

InIf no(i) we ~~event~~issue ~~will~~additional ~~warrants~~ordinary beshares ~~exercisable~~or equity-linked securities for ~~cash~~capital orraising onpurposes in connection with the closing of our initial business combination at a ~~cashless~~Newly ~~basis~~Issued Price of less than $9.20 per Class A ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and weinterest ~~will~~thereon, ~~not~~available befor ~~obligated~~the tofunding ~~issue~~of ~~any~~our initial business combination (net of redemptions), and (iii) the Market Value of our Class A ordinary shares tois ~~holders~~below ~~seeking~~$9.20 toper share, the exercise ~~their~~price of the warrants, ~~unless~~will be adjusted (to the ~~issuance~~nearest cent) to be equal to 115% of the ~~shares~~higher ~~upon~~of ~~such~~the ~~exercise~~Market isValue ~~registered~~and orthe ~~qualified~~Newly ~~under~~Issued Price, the ~~securities~~$18.00 ~~laws~~per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the ~~state~~higher of the ~~exercising~~Market ~~holder~~Value and the Newly Issued Price, orand the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an ~~exemption~~initial ~~from~~business ~~registration~~combination orwith ~~qualification~~a istarget ~~available~~business.

If43 our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available.

39Table of Contents

~~Table~~Our warrants are accounted for as a warrant liability and are recorded at fair value upon issuance 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.

InFollowing nothe ~~event~~consummation ~~will~~of weour beinitial ~~required~~public tooffering ~~net~~and ~~cash~~the ~~settle~~concurrent ~~any~~private ~~warrant,~~placement orof ~~issue~~warrants, ~~securities~~we ~~(other~~issued ~~than~~an ~~upon~~aggregate aof ~~cashless~~12,066,667 ~~exercise~~warrants asin ~~described~~connection ~~above)~~with orour ~~other~~initial ~~compensation~~public inoffering ~~exchange~~(comprised ~~for~~of the 7,666,667 warrants included in the ~~event~~units ~~that~~and wethe ~~are~~4,400,000 ~~unable~~private toplacement ~~register~~warrants). orWe ~~qualify~~account ~~the~~for ~~shares~~these ~~underlying~~as ~~the~~a ~~warrants~~warrant ~~under~~liability ~~the~~and ~~Securities~~record ~~Act~~at orfair ~~applicable~~value ~~state~~upon ~~securities~~issuance ~~laws.~~any ~~Our~~changes ~~ability~~in tofair ~~require~~value ~~holders~~each ofperiod ~~our~~reported ~~warrants~~in toearnings ~~exercise~~as ~~such~~determined ~~warrants~~us onbased upon a ~~cashless~~valuation ~~basis~~report ~~after~~obtained wefrom ~~call~~an ~~the~~independent ~~warrants~~third ~~for~~party ~~redemption~~valuation orfirm. ifThe ~~there~~impact isof nochanges ~~effective~~in ~~registration~~fair ~~statement~~value ~~covering~~on earnings may have an adverse effect on the market price of our Class A ordinary shares. ~~issuable~~In ~~upon~~addition, ~~exercise~~potential oftargets ~~these~~may ~~warrants~~seek ~~will~~a ~~cause~~SPAC ~~holders~~that todoes ~~receive~~not ~~fewer~~have ~~Class A~~warrants ~~ordinary~~that ~~shares~~are ~~upon~~accounted ~~their~~for ~~exercise~~as ofa ~~the~~warrant ~~warrants~~liability, ~~than~~which ~~they~~may ~~would~~make ~~have~~it ~~received~~more ~~had~~difficult ~~they~~for ~~been~~us ~~able~~ to ~~pay~~consummate ~~the~~an ~~exercise~~initial ~~price~~business ofcombination ~~their~~with ~~warrants~~a intarget ~~cash~~business.

IfWe wemay ~~call~~redeem ~~the~~your ~~warrants~~unexpired ~~for redemption, we will have the option, in our sole discretion, to require all holders that wish to exercise~~ warrants toprior ~~do so on a cashless basis in the circumstances described in the prospectus for our Initial Public Offering. If we choose~~ to ~~require holders to exercise~~ their ~~warrants on a cashless basis or if holders elect to do so 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 example, if the holder is exercising 875 public warrants~~ at ~~$11.50 per share through~~ a ~~cashless~~time ~~exercise~~that ~~when the Class A ordinary shares have a fair market value of $17.50 per share when there~~ is nodisadvantageous ~~effective~~to ~~registration statement~~you, ~~then~~thereby ~~upon~~making ~~the~~your 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 warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants ~~they hold~~worthless.

~~The~~We ~~grant~~have ofthe ~~registration~~ability ~~rights~~ to ~~our~~redeem ~~initial~~the ~~shareholders~~outstanding warrants at any time after they become exercisable and ~~holders~~prior to their expiration, at a price of ~~our~~$0.01 ~~private~~per ~~placement~~warrant, ~~warrants~~if, ~~may~~among ~~make~~other itthings, ~~more~~the ~~difficult~~last toreported ~~complete~~sales price of our ~~initial~~Class A ~~business~~ordinary ~~combination~~shares, or Reference Value, equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the ~~future~~like). 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. Redemption of ~~such~~the ~~rights~~outstanding warrants as described above could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may ~~adversely~~be ~~affect~~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 volume-weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination, or 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, Phoenix or their respective permitted transferees.

~~Pursuant~~In toaddition, anwe ~~agreement~~have ~~that~~the ~~was~~ability ~~entered~~to ~~into~~redeem ~~concurrently with~~ the ~~consummation~~outstanding ofwarrants ~~our~~at ~~initial~~any ~~public~~time ~~offering,~~after ~~our~~they ~~initial~~become ~~shareholders~~exercisable and ~~their~~prior ~~permitted~~to ~~transferees~~their ~~can~~expiration, ~~demand~~at ~~that~~a weprice ~~register~~of ~~the~~$0.10 ~~Class A~~per ~~ordinary~~warrant ~~shares~~if, ~~into~~among ~~which~~other ~~founder shares are convertible~~things, ~~holders~~the ofReference ~~our~~Value ~~private~~equals ~~placement~~or ~~warrants~~exceeds ~~and~~$10.00 ~~their~~per ~~permitted~~share ~~transferees~~(as ~~can~~adjusted ~~demand~~for ~~that~~share wesub-divisions, ~~register~~share ~~the~~capitalizations, ~~private~~reorganizations, ~~placement~~recapitalizations ~~warrants~~ and the ~~Class A~~like). ~~ordinary~~In ~~shares~~such ~~issuable~~a ~~upon~~case, ~~exercise of~~ the ~~private placement warrants, and~~ holders ofwill ~~securities that may~~ be ~~issued~~able ~~upon~~to ~~conversion~~exercise oftheir ~~working~~warrants ~~capital~~prior ~~loans~~to ~~may~~redemption ~~demand~~for ~~that~~a wenumber ~~register~~of ~~such~~our ~~units, shares, warrants or the~~ Class A ordinary shares ~~issuable~~determined ~~upon~~based ~~exercise~~on ~~of such warrants. We will bear~~ the ~~cost~~redemption ofdate ~~registering these securities. The registration~~ and ~~availability of such a significant number of securities for trading in~~ the ~~public~~fair market ~~may~~value ~~have an adverse effect on the market price~~ of our Class A ordinary shares. InThe ~~addition,~~value ~~the~~received ~~existence~~upon exercise of the ~~registration~~warrants ~~rights~~ (1) may ~~make~~be ~~our~~less ~~initial~~than ~~business~~the ~~combination~~value ~~more~~the ~~costly~~holders orwould ~~difficult~~have toreceived ~~conclude.~~if ~~This~~they ishad ~~because~~exercised ~~the~~their ~~shareholders~~warrants ofat ~~the~~a ~~target~~later ~~business~~time ~~may~~where ~~increase~~ the ~~equity~~underlying ~~stake~~share ~~they~~price ~~seek~~is inhigher ~~the~~and ~~combined~~(2) may ~~entity~~not orcompensate ~~ask~~the holders for ~~more~~the ~~cash~~value ~~consideration~~of ~~to offset~~ the ~~negative~~warrants, ~~impact~~including onbecause the ~~market~~number ~~price~~ of ~~our Class A~~ ordinary shares ~~that~~received is ~~expected~~capped ~~when~~at ~~the~~0.361 ~~ordinary~~of ~~shares owned by~~ our ~~initial~~Class A ~~shareholders,~~ordinary ~~holders~~shares ofper ~~our~~warrant ~~private~~(subject ~~placement~~to ~~warrants~~adjustment) orirrespective ~~holders~~ of ~~our~~the ~~working~~remaining ~~capital~~life ~~loans~~of orthe ~~their respective permitted transferees are registered~~warrants.

WeOur warrants may behave aan ~~passive~~adverse ~~foreign~~effect ~~investment~~on ~~company,~~the ormarket ~~“PFIC,”~~price ~~which~~of ~~could~~our ~~result~~Class A inordinary ~~adverse~~shares ~~U.S.~~and ~~federal~~make ~~income~~it ~~tax~~more ~~consequences~~difficult to ~~U.S.~~effectuate ~~investors~~our initial business combination.

~~start~~We have issued warrants to purchase 7,666,667 of our Class A ordinary shares as part of the units offered in our initial public offering (including the full exercise of the over-allotment option) and, simultaneously with the closing of our initial public offering and exercise of the over-allotment option, we issued in a private placement an aggregate of 4,400,000 private placement warrants, at $1.50 per warrant. In addition, if the sponsor makes any working capital loans, it may convert those loans into up to an additional 1,000,000 private placement warrants, at the price of $1.50 per warrant. 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.

~~start-up~~44

start-upTable of Contents

Because each unit contains one-~~to-~~third of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.

Each unit contains one-third of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-third of the number of shares, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.

40Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

~~Table~~Our amended and restated memorandum and articles of ~~Contents~~association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

~~one-~~Since only holders of our founder shares have the right to~~-one~~ vote on the election of directors, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.

•Since our initial public offering, only holders of our founder shares have the right to vote on the election of directors. As a result, Nasdaq may ~~significantly~~consider ~~dilute~~us to be a “controlled company” within the ~~equity~~meaning ~~interest~~of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of ~~investors~~which inmore ~~our~~than ~~initial~~50% ~~public~~of ~~offering;~~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:

• ~~may~~we ~~subordinate~~have ~~the~~a ~~rights~~board ofthat ~~holders~~includes ofa ~~Class~~majority Aof ~~ordinary~~“independent ~~shares~~directors,” ifas ~~preferred~~defined ~~shares~~under ~~are~~the ~~issued~~rules ~~with~~of ~~rights senior to those afforded our Class A ordinary shares~~Nasdaq;

• ~~could~~we ~~cause~~have a ~~change~~compensation incommittee ~~control if a substantial number~~ of ~~Class A ordinary shares are issued, which may affect, among other things,~~ our ~~ability~~board tothat ~~use~~is ~~our~~comprised ~~net~~entirely ~~operating~~of ~~loss~~independent ~~carry~~directors ~~forwards,~~with ifa ~~any,~~written ~~and~~charter ~~could~~addressing ~~result in~~ the ~~resignation~~committee’s orpurpose ~~removal of our present officers~~ and ~~directors~~responsibilities; and

• ~~may~~to ~~adversely~~the ~~affect~~extent ~~prevailing~~that ~~market~~we ~~prices~~have ~~for~~one, we expect our ~~units,~~nominating ~~Class~~and Acorporate ~~ordinary~~governance ~~shares~~committee to be comprised entirely of independent directors with a written charter addressing the committee’s purpose and~~/or~~ ~~warrants.~~responsibilities

We ~~cannot~~do ~~assure~~not ~~you~~intend ~~that~~to weutilize ~~will~~these ~~not~~exemptions ~~seek~~and intend to ~~amend~~comply ~~our~~with ~~amended~~the ~~and~~corporate ~~restated~~governance ~~memorandum~~requirements ~~and~~of ~~articles~~Nasdaq, ofsubject ~~association~~to orapplicable ~~governing~~phase-in ~~instruments~~rules. However, if we determine in athe ~~manner~~future ~~that~~to utilize some or all of these exemptions, you will ~~make~~not ithave ~~easier~~the ~~for~~same usprotections afforded to ~~complete~~shareholders ~~our~~of ~~initial~~companies ~~business~~that ~~combination~~are ~~that~~subject ~~our~~to ~~shareholders~~all ~~may~~of ~~not~~Nasdaq ~~support~~corporate governance requirements.

~~two-thirds~~45

pre-initialTable of Contents

41Risks Associated with Acquiring and Operating a Business in Foreign Countries

~~Table~~If we effect our initial business combination with a company located outside of ~~Contents~~the United States, we would be subject to a variety of additional risks that may adversely affect us.

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

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

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

~~two~~• costs and difficulties inherent in managing cross-~~thirds~~border business operations, including differences between U.S. GAAP and the International Accounting Standards;

~~pre-business~~• rules and regulations regarding currency redemption;

~~pre-initial~~• complex corporate withholding taxes on individuals;

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

~~Our~~• ~~initial~~exchange ~~shareholders~~listing ~~paid an aggregate of $25,000,~~ and/or ~~approximately~~delisting ~~$0.004 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares.~~ requirements;

~~one-to-one~~• tariffs and trade barriers;

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

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

We• ~~may~~unexpected ~~amend~~changes ~~the terms of the warrants~~ in aregulatory manner that may be adverse to holders of public warrants with the approval by the holders of at least a majority of the then outstanding public warrants, or for amendments necessary for the warrants to be classified as equity. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval. requirements;

~~Our~~• ~~warrants~~challenges ~~will be issued~~ in ~~registered~~managing ~~form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent,~~ and ~~us.~~staffing ~~The~~international warrant agreement provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity or correct any defective provision or to make any amendments that are necessary in the good faith determination of our board of directors (taking into account then existing market precedents) to allow for the warrants to be classified as equity in our financial statements, but otherwise requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants (i) in a manner adverse to a holder of public warrants if holders of at least a majority of the then outstanding public warrants approve of such amendment or (ii) to the extent necessary for the warrants in the good faith determination of our board of directors (taking into account then existing market precedents) to allow for the warrants to be classified as equity in our financial statements without the consent of any shareholder or warrant holder. Although our ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant. operations;

A• ~~provision~~longer ofpayment ~~our warrant agreement may make it more difficult for us to consummate an initial business combination.~~ cycles;

If• ~~(i) we~~tax issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per Class A ordinary shareissues, ~~(ii) the aggregate gross proceeds from~~ such ~~issuances~~as ~~represent~~tax ~~more~~law ~~than~~changes ~~60% of the total equity proceeds,~~ and ~~interest~~variations ~~thereon,~~in ~~available~~tax ~~for~~laws ~~the~~as ~~funding~~compared ~~of our initial business combination (net of redemptions), and (iii) the Market Value of our Class A ordinary shares is below $9.20 per share, the exercise price of the warrants will be adjusted (~~to the ~~nearest~~United cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business. States;

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

~~Following~~• ~~the~~rates ~~consummation~~ of our initial public offering and the concurrent private placement of warrants, we issued an aggregate of 12,066,667 warrants in connection with our initial public offering (comprised of the 7,666,667 warrants included in the units and the 4,400,000 private placement warrants). We account for these as a warrant liability and record at fair value upon issuance any changes in fair value each period reported in earnings as determined us based upon a valuation report obtained from an independent third party valuation firm. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A ordinary shares. In addition, potential targets may seek a SPAC that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business. inflation;

43• challenges in collecting accounts receivable;

~~Table~~• ofcultural ~~Contents~~and language differences;

We• ~~may~~employment ~~redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.~~ regulations;

~~sub-divisions,~~• underdeveloped or unpredictable legal or regulatory systems;

~~sub-divisions,~~• corruption;

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

We• ~~have~~social ~~issued warrants to purchase 7~~unrest,~~666,667~~ ~~of our Class A ordinary shares as part of the units offered in our initial public offering (including the full exercise of the over-allotment option) and~~crime, ~~simultaneously with the closing of our initial public offering and exercise of the over-allotment option~~strikes, weriots issued in a private placement an aggregate of 4,400,000 private placement warrants, at $1.50 per warrant. In addition, if the sponsor makes any working capital loans, it may convert those loans into up to an additional 1,000,000 private placement warrants, at the price of $1.50 per warrant. 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~~civil 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. disturbances;

~~one-third~~• regime changes and political upheaval;

~~one-third~~• terrorist attacks and wars; and

~~one-third~~• deterioration of political relations with the United States.

44We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

~~Table~~46 ~~of Contents~~

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 management. Contents

~~Our~~If ~~amended~~our ~~and~~management ~~restated~~following ~~memorandum~~our ~~and~~initial ~~articles~~business ofcombination ~~association~~is ~~contain~~unfamiliar ~~provisions~~with ~~that~~United ~~may~~States ~~discourage~~securities ~~unsolicited~~laws, ~~takeover~~they ~~proposals that shareholders~~ may ~~consider~~have to beexpend intime ~~their best interests. These provisions include a staggered board of directors~~ and ~~the~~resources ~~ability~~becoming offamiliar ~~the~~with ~~board~~such ~~of directors to designate the terms of and issue new series of preferred shares~~laws, which ~~may make the removal of management more difficult and may discourage transactions that otherwise~~ could ~~involve~~lead ~~payment~~to ofvarious aregulatory ~~premium over prevailing market prices for our securities~~issues.

~~Since~~Following ~~only~~our ~~holders~~initial ofbusiness combination, our ~~founder~~management ~~shares~~may ~~have~~resign from their positions as officers or directors of the ~~right~~company toand ~~vote~~the onmanagement of the ~~election~~target business at the time of ~~directors,~~the ~~Nasdaq~~business ~~may~~combination ~~consider~~will usremain toin place. Management of the target business may not be afamiliar ~~“controlled~~with ~~company”~~United ~~within~~States ~~the~~securities ~~meaning~~laws. ofIf ~~Nasdaq~~new ~~rules~~management ~~and,~~is asunfamiliar awith ~~result~~United States securities laws, wethey may ~~qualify~~have ~~for~~to ~~exemptions~~expend ~~from~~time ~~certain~~and ~~corporate~~resources ~~governance~~becoming ~~requirements~~familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

~~Since~~After our initial ~~public~~business ~~offering~~combination, ~~only~~substantially ~~holders~~all of our ~~founder~~assets ~~shares~~may ~~have~~be ~~the~~located ~~right~~in toa ~~vote~~foreign oncountry ~~the~~and ~~election~~substantially all of ~~directors.~~our Asrevenue awill ~~result, Nasdaq may consider us to~~ be aderived ~~“controlled~~from ~~company”~~our ~~within~~operations ~~the~~in ~~meaning~~such ~~of Nasdaq corporate governance standards~~country. ~~Under Nasdaq corporate governance standards~~Accordingly, aour ~~company~~results of ~~which~~operations ~~more~~and ~~than~~prospects ~~50%~~will ofbe ~~the~~subject, ~~voting~~to ~~power~~a issignificant ~~held~~extent, byto anthe ~~individual~~economic, ~~group~~political orand ~~another~~legal ~~company~~policies, isdevelopments ~~a “controlled company”~~ and ~~may~~conditions ~~elect~~in ~~not~~the tocountry ~~comply~~in ~~with~~which ~~certain~~we ~~corporate~~operate. ~~governance requirements, including the requirements that:~~

•The weeconomic, ~~have~~political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a ~~board~~downturn ~~that~~or ~~includes~~grows at a ~~majority~~slower ofrate ~~“independent~~than ~~directors~~expected,” asthere ~~defined~~may ~~under~~be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ~~rules~~ability of ~~Nasdaq;~~that target business to become profitable.

•Exchange werate ~~have~~fluctuations aand ~~compensation~~currency ~~committee~~policies ofmay ~~our~~cause ~~board~~a ~~that~~target isbusiness’ ~~comprised~~ability ~~entirely~~to ofsucceed ~~independent~~in ~~directors with a written charter addressing~~ the ~~committee’s~~international ~~purpose~~markets ~~and~~to ~~responsibilities;~~be ~~and~~diminished.

•In to the ~~extent~~event ~~that~~ we ~~have~~acquire ~~one~~a non-U.S. target, weall ~~expect~~revenues and income would likely be received in a foreign currency, and the dollar equivalent of our ~~nominating~~net assets and ~~corporate~~distributions, ~~governance~~if ~~committee~~any, tocould be ~~comprised~~adversely ~~entirely~~affected by reductions in the value of ~~independent~~the ~~directors~~local ~~with~~currency. aThe ~~written~~value ~~charter~~of ~~addressing~~the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the ~~committee’s~~relative ~~purpose~~value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and ~~responsibilities~~results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

~~phase-~~We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements, we may not be able to enforce our legal rights and such reincorporation may result in taxes imposed on shareholders or warrant holders.

~~Risks~~In ~~Associated~~connection with ~~Acquiring~~our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and ~~Operating~~the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a ~~Business~~remedy under any of our future agreements could result in ~~Foreign~~a ~~Countries~~significant loss of business, business opportunities or capital.

IfIn addition, if we ~~effect~~determine to relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction, our initial business combination ~~with~~may require a ~~company~~shareholder ~~located~~or ~~outside~~warrant ofholder to recognize taxable income in the ~~United~~jurisdiction ~~States,~~in wewhich ~~would~~the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity (or may otherwise result in adverse tax consequences). We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to awithholding ~~variety~~taxes ofor ~~additional~~other ~~risks~~taxes ~~that~~with ~~may~~respect ~~adversely~~to ~~affect~~their ownership of us after the reincorporation.

We47 intend to pursue a target company with operations or opportunities outside of the United States for our initial business combination, which may subject us to additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

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

IfWe weare ~~effect~~subject ~~our~~to ~~initial~~changing ~~business~~law ~~combination~~and ~~with~~regulations ~~such~~regarding aregulatory ~~company~~matters, wecorporate ~~would~~governance beand ~~subject~~public todisclosure ~~any~~that ~~special~~have ~~considerations~~increased orboth ~~risks~~our ~~associated~~costs ~~with~~and ~~companies~~the ~~operating~~risk ~~in an international setting, including any~~ of ~~the~~non-compliance. ~~following:~~

•We ~~costs~~are ~~and~~subject ~~difficulties~~to ~~inherent~~rules inand ~~managing~~regulations ~~cross-border~~by ~~business~~various ~~operations~~governing bodies, including, ~~differences~~for ~~between~~example, ~~U.S.~~the ~~GAAP~~Securities and Exchange Commission, which are charged with the ~~International~~protection ~~Accounting~~of ~~Standards;~~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 revenue-generating activities to compliance activities.

45Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

~~Table~~We ofemploy ~~Contents~~a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner.

•Mail ~~rules~~addressed to the Company and ~~regulations~~received ~~regarding~~at ~~currency~~its ~~redemption;~~registered office will be forwarded unopened to the forwarding address supplied by Company to be dealt with. None of the Company, its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability to communicate with us.

•After ~~complex~~our ~~corporate~~initial ~~withholding~~business ~~taxes~~combination, onit ~~individuals~~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.

•It ~~laws~~is ~~governing~~possible that after our initial business combination, a majority of our directors and officers will reside outside of the ~~manner~~United inStates ~~which~~and ~~future~~all ~~business~~of ~~combinations~~our assets will be located outside of the United States. As a result, it may be ~~effected;~~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.

•We ~~exchange~~will ~~listing~~be exposed to certain risks that are particular to investing in emerging and~~/or~~ ~~delisting~~other ~~requirements;~~markets.

•In ~~tariffs~~seeking significant investment exposure in Latin American countries, we are subject to political, economic, legal, operational and ~~trade~~other ~~barriers;~~risks that are inherent to operating and investing in these countries. These risks range from difficulties in settling transactions in emerging markets due to possible nationalization, expropriation, price controls and other restrictive governmental actions. We will also face the risk that exchange controls or similar restrictions imposed by foreign governmental authorities may restrict our ability to convert local currency received or held by us in their countries into U.S. dollars or other currencies, or to take those dollars or other currencies out of those countries.

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

•Table localof or regional economic policies and market conditions;Contents

•Item 1B. ~~unexpected~~Unresolved ~~changes~~Staff inComments ~~regulatory requirements;~~

•None. ~~challenges in managing and staffing international operations;~~

•Item 2. ~~longer~~Property ~~payment cycles;~~

•We ~~tax~~currently ~~issues~~utilize office space at PO Box 309, ~~such~~Ugland asHouse, ~~tax~~Grand ~~law~~Cayman ~~changes~~KY1-1104. ~~and~~We ~~variations~~consider inour ~~tax~~current ~~laws~~office asspace ~~compared~~adequate tofor ~~the~~our ~~United~~current ~~States;~~operations.

•Item 3. ~~currency~~Legal ~~fluctuations~~Proceedings ~~and exchange controls;~~

•There ~~rates~~is no material litigation, arbitration or governmental proceeding currently pending against us or any members of ~~inflation;~~our management team in their capacity as such.

•Item 4. ~~challenges~~Mine inSafety ~~collecting~~Disclosures ~~accounts receivable;~~

•Not ~~cultural~~applicable. ~~and language differences;~~

•49 ~~employment regulations;~~

•Table underdevelopedof or unpredictable legal or regulatory systems;Contents

•PART ~~corruption;~~II

•Item 5. ~~protection~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of ~~intellectual~~Equity ~~property;~~Securities

•(a) ~~social~~Market ~~unrest,~~Information ~~crime, strikes, riots and civil disturbances;~~

•Our ~~regime~~units, ~~changes~~Class A ordinary shares and ~~political~~warrants ~~upheaval;~~are each traded on Nasdaq under the symbols “VLAT,” “VLATW” and “VLATU,” respectively. Our units commenced public trading on May 4, 2021. Our Class A ordinary shares and warrants began separate trading on June 24, 2021.

•(b) ~~terrorist~~Holders ~~attacks and wars; and~~

•On ~~deterioration~~December 31, 2022, there was one holder of ~~political~~record ~~relations~~of ~~with~~our ~~the~~units, ~~United~~one ~~States~~holder of record of our Class A ordinary shares, 12 holders of record of our Class B ordinary shares and three holders of record of our warrants.

We(c) ~~may~~Dividends not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

IfWe have not paid any cash dividends on our ~~management~~ordinary ~~following~~shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. isThe ~~unfamiliar~~payment ~~with~~of ~~United~~cash ~~States~~dividends ~~securities~~in ~~laws~~the future will be dependent upon our revenues and earnings, ~~they~~if ~~may~~any, ~~have~~capital requirements and general financial condition subsequent to ~~expend~~completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and ~~resources~~does ~~becoming~~not ~~familiar~~anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with ~~such~~a ~~laws~~business combination, ~~which~~our ~~could~~ability ~~lead~~to declare dividends may be limited by restrictive covenants we may agree to ~~various~~in ~~regulatory~~connection ~~issues~~therewith.

~~Following~~(d) ~~our~~Securities ~~initial~~Authorized ~~business~~for ~~combination,~~Issuance ~~our~~Under ~~management~~Equity ~~may~~Compensation ~~resign~~Plans from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

~~After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country~~None. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.

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

46Not applicable.

~~Table~~(f) Recent Sales of ~~Contents~~Unregistered Securities; Use of Proceeds from Registered Offerings

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

~~non~~In January 2021, one of our directors purchased 5,750,000 of our Class B ordinary shares for a capital contribution of $25,000, or approximately $0.004 per share. In January 2021, such 5,750,000 of the Company’s Class B ordinary shares were transferred to the Sponsor for the same purchase price initially paid by the director of the Company, of which up to 750,000 Class B ordinary shares were subject to forfeiture if the over-Uallotment option was not exercised by the underwriters in full.S In April 2021, our Sponsor transferred 50,000 Class B ordinary shares to each of our four independent directors, an aggregate of 1,697,758 Class B ordinary shares to our executive officers and other directors and an aggregate of 20,000 Class B ordinary shares to certain of our outside advisors. In addition, immediately prior to the consummation of our initial public offering, our Sponsor sold an aggregate of 738,731 Class B ordinary shares to Phoenix SPAC Holdco LLC, or Phoenix, for the same price originally paid for such shares by our Sponsor. On May 7, 2021, the underwriters exercised their over-allotment option in full; hence, the 750,000 Founder Shares are no longer subject to forfeiture and the Sponsor holds 3,093,511 Class B ordinary shares.

WeOur ~~may~~Sponsor ~~reincorporate~~is inan ~~another~~accredited ~~jurisdiction~~investor infor ~~connection~~purposes ~~with~~of Rule 501 of Regulation D. Each of the equity holders in our ~~initial~~Sponsor is an accredited investor under Rule 501 of Regulation D. The sole business ~~combination,~~of ~~and~~our Sponsor is to act as the ~~laws~~Company’s ofsponsor ~~such~~in ~~jurisdiction~~connection ~~may~~with ~~govern~~our ~~some~~initial orpublic ~~all~~offering. The limited liability company agreement of our ~~future~~Sponsor ~~material~~provides ~~agreements,~~that weits membership interests may ~~not~~only be ~~able~~transferred to ~~enforce~~ our ~~legal~~officers ~~rights~~or ~~and~~directors ~~such~~or ~~reincorporation~~other ~~may~~persons ~~result~~affiliated inwith ~~taxes~~our ~~imposed~~Sponsor, onor ~~shareholders~~in orconnection ~~warrant~~with ~~holders~~estate planning transfers.

In50 connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

InTable addition, if we determine to relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction, our initial business combination may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity (or may otherwise result in adverse tax consequences). We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation. Contents

~~non~~Substantially concurrently with the closing of our Initial Public Offering, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 4,000,000 warrants (the “Private Placement Warrants”) to our Sponsor and Phoenix at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $6,000,000, and substantially concurrently with the closing of the full exercise of the over-~~compliance~~allotment option relating to the Initial Public Offering, the Company completed the private sale of an aggregate of 400,000 additional Private Placement Warrants to our Sponsor and Phoenix at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $600,000. The Private Placement Warrants are identical to the Warrants sold in the Initial Public Offering, except that the Private Placement Warrants, so long as they are held by our Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of such Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

WeUse ~~are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection~~ of ~~investors~~Proceeds 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 revenue-generating activities to compliance activities.

~~Moreover,~~Of ~~because~~the ~~these~~proceeds ~~laws,~~we ~~regulations~~received ~~and~~from ~~standards~~our ~~are~~initial ~~subject~~public tooffering ~~varying~~and ~~interpretations,~~the ~~their~~sale ~~application~~of inthe ~~practice~~private ~~may~~placement ~~evolve~~warrants, ~~over~~a ~~time~~total asof ~~new~~$230,000,000, ~~guidance~~including ~~becomes~~$8,050,000 ~~available.~~payable ~~This~~to ~~evolution~~the ~~may~~underwriter ~~result~~for indeferred ~~continuing~~underwriting ~~uncertainty~~commissions, ~~regarding~~was ~~compliance~~placed ~~matters~~in ~~and~~a ~~additional costs necessitated by ongoing revisions to our disclosure and governance practices~~U.S.-based Iftrust weaccount ~~fail~~maintained toby ~~address~~Continental ~~and~~Stock ~~comply~~Transfer & ~~with~~Trust ~~these regulations and any subsequent changes~~Company, weacting ~~may~~as ~~be subject to penalty and our business may be harmed~~trustee.

WeThere ~~employ~~has abeen ~~mail~~no ~~forwarding~~material ~~service,~~change ~~which~~in ~~may~~the ~~delay~~planned oruse ~~disrupt~~of ~~our~~proceeds ~~ability~~from tosuch ~~receive~~use ~~mail~~as described in athe ~~timely~~Company’s ~~manner~~final prospectus (File No. 333-254159), dated May 3, 2021, which was declared effective by the SEC on May 3, 2021.

Mail addressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by Company to be dealt with. None of the Company, its directors, officers, advisors or service providers (~~including the organization which provides registered office services in the Cayman Islands~~g) ~~will~~Purchases ~~bear~~of ~~any~~Equity ~~responsibility~~Securities ~~for~~by ~~any delay howsoever caused in mail reaching~~ the ~~forwarding~~Issuer ~~address,~~and ~~which~~Affiliated ~~may~~Purchasers ~~impair your ability to communicate with us.~~

47None.

~~Table~~Item 6. ofSelected ~~Contents~~Financial Data

~~After~~Not 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 rightsapplicable.

It51 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.

WeTable willof be exposed to certain risks that are particular to investing in emerging and other markets. Contents

InItem 7. ~~seeking~~Management’s ~~significant~~Discussion ~~investment exposure in Latin American countries, we are subject to political, economic, legal, operational~~ and ~~other~~Analysis ~~risks~~of ~~that~~Financial ~~are~~Condition ~~inherent to operating~~ and ~~investing~~Results in these countries. These risks range from difficulties in settling transactions in emerging markets due to possible nationalization, expropriation, price controls and other restrictive governmental actions. We will also face the risk that exchange controls or similar restrictions imposed by foreign governmental authorities may restrict our ability to convert local currency received or held by us in their countries into U.S. dollars or other currencies, or to take those dollars or other currencies out of ~~those~~Operations ~~countries.~~

48The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

~~Table~~Overview ~~of Contents~~

~~Item~~We were incorporated as a Cayman Islands exempted company on January 1B21, 2021. ~~Unresolved~~We ~~Staff~~were ~~Comments~~incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus our search for an initial business combination on technology-enabled Latin American companies seeking to become category defining enterprises and those targeting or expected to pursue cross-border expansion.

~~None~~As indicated in the accompanying financial statements, as of December 31, 2022, we had $132,219 in cash and cash equivalents and deferred offering underwriter’s discount of $8,050,000.

~~Item~~On May 26, 2021, we consummated the IPO of 20,000,000 Public Units, at a price of $10.00 ~~Property~~per Public Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 4,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, in a Private Placement to Valor Latitude LLC (the “Sponsor”) and Phoenix SPAC Holdco LLC (“Phoenix”), generating gross proceeds of $6,000,000. On May 11, 2021, the underwriters purchased 3,000,000 units generating net proceeds to us of approximately $29,400,000 in the aggregate after deducting the underwriter discount.

~~KY1~~Simultaneously with the issuance and sale of the Units on May 11, 2021, we consummated the private placement with the Sponsor and Phoenix of an aggregate of 400,000 warrants to purchase Class A Ordinary Shares for $1.50 per warrant generating total proceeds of $600,000. Of the net proceeds from the IPO, exercise of the over-~~1104~~allotment option, and associated private placements, $230,000,000 of cash was placed in the Trust Account. We cannot assure you that our plans to complete our Initial Business Combination will be successful.

~~Item 3~~On March 27, 2023, we filed the Preliminary Schedule 14A relating to a proposed special meeting of shareholders anticipated to be held to approve the Extension Amendment Proposal which would, if implemented, allow us to extend the date by which we have to consummate an initial business combination from May 6, 2023 to November 6, 2023, subject to an additional six month extension to May 6, 2024, at the Company’s sole discretion. ~~Legal~~We ~~Proceedings~~cannot guarantee that our shareholders will approve the Extension Amendment Proposal. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the private placement, our capital stock, debt or a combination of cash, stock and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our initial business combination will be successful.

~~There~~Results ~~is no material litigation, arbitration or governmental proceeding currently pending against us or any members~~ of ~~our~~Operations ~~management team in their capacity as such.~~

~~Item~~Our entire activity since inception up to December 431, 2022 relates to our formation, the Initial Public Offering and, since the closing of the Initial Public Offering, a search for a Business Combination candidate. ~~Mine~~We ~~Safety~~will ~~Disclosures~~not be generating any operating revenues until the closing and completion of our initial Business Combination, at the earliest.

~~Not~~For ~~applicable~~the year ended December 31, 2022, we had a net income of $8,974,318, which included a gain from the change in fair value of warrant liabilities of $7,017,122 , a gain from change in fair value of convertible note of $88,161 and interest income of $3,319,450, partially offset by a loss from operations of $1,450,415.

49For the period from January 21, 2021 (inception) through December 31, 2021, we had a net income of $7,264,525, which included a gain from the change in fair value of warrant liabilities of $8,772,479 and interest income of $10,850, partially offset by a loss from operations of $970,204, and transaction costs of $548,600.

~~Table~~Liquidity, ofCapital ~~Contents~~Resources and Going Concern

~~PART~~On IIMay 6, 2021 we consummated our IPO and Private Placement and on May 11, 2021 the underwriters fully exercised their over-allotment option and substantially concurrently therewith, we completed the private sale of an aggregate of 400,000 additional Private Placement Warrants. Of the net proceeds from the IPO, exercise of the over-allotment option, and associated Private Placements, $230,000,000 of cash was placed in the Trust Account and $1,961,865 of cash was held outside of the Trust Account and is available for working capital purposes. Until the consummation of the IPO, our only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from the Sponsor and a related party.

~~Item 5.~~52 ~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~

(a)Table Marketof Information Contents

Our ~~units~~initial shareholders, ~~Class A~~officers, ~~ordinary~~directors ~~shares~~or ~~and~~their ~~warrants~~affiliates may, but are ~~each~~not ~~traded~~obligated onto, ~~Nasdaq~~loan ~~under~~us ~~the~~funds ~~symbols~~as ~~“VLAT,”~~may be required (“~~VLATW~~Working Capital Loans”). ~~and~~If ~~“VLATU~~we complete a Business Combination,” ~~respectively~~we may repay the Working Capital Loans out of the proceeds of the Trust Account released to us. ~~Our~~Otherwise, ~~units~~the ~~commenced~~Working ~~public~~Capital ~~trading~~Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans, other than the interest on such proceeds that may be released for working capital purposes. Our amended and restated memorandum and articles of association provide that we will have only until May 46, ~~2021~~2023 to complete our initial business combination. ~~Our~~Except ~~Class A~~for ~~ordinary~~the ~~shares~~foregoing, the terms of such Working Capital Loans, if any, have not been determined and ~~warrants~~no ~~began~~written ~~separate~~agreements ~~trading~~exist onwith ~~June~~respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant. As of December 2431, 2022 and 2021, no Working Capital Loans were outstanding.

On February 28, 2022, we entered into a convertible note with the Sponsor, pursuant to which the Sponsor agreed to loan us up to an aggregate principal amount of $300,000 (bthe “Convertible Note”). ~~Holders~~The Convertible Note is non-interest bearing and due on the earlier of: (i) 12 months from the date thereof or (ii) the date on which we consummate a business combination. If we do not consummate a business combination, we may use a portion of any funds held outside the Trust Account to repay the Convertible Note; however, no proceeds from the Trust Account may be used for such repayment if we do not consummate the Business Combination. Up to $300,000 of the Convertible Note may be converted into warrants at a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants. On February 28, 2023, we and the Sponsor amended the Convertible Note to extend the maturity date of the Convertible Note to May 5, 2023.

OnAt December 31, ~~2021~~2022, ~~there~~we ~~was~~had ~~one~~cash ~~holder~~and cash equivalents outside the Trust Account of ~~record~~$132,219 and working capital deficit of ~~our~~$556,736. ~~units~~Over the next 12 months, ~~one~~we ~~holder~~will ofbe ~~record~~using ofthese ~~our~~funds ~~Class A~~for ~~ordinary~~paying ~~shares~~existing accounts payable, 12identifying ~~holders~~and ofevaluating ~~record~~prospective ofInitial ~~our~~Business ~~Class B~~Combination ~~ordinary~~candidates, ~~shares~~performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and ~~three~~structuring, ~~holders~~negotiating ofand ~~record~~consummating the Business Combination. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to address this with the consummation of a proposed Business Combination in the combination period or with Working Capital Loans. Our Sponsor is committed and prepared to loan additional working capital to fund operations. There is no assurance that our ~~warrants~~plans to consummate a proposed business combination will occur or we will be able to borrow needed capital. As such, there is substantial doubt about our ability to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard’s Board (c“FASB”) ~~Dividends~~Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until May 6, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 6, 2023.

WeOff-Balance ~~have~~Sheet ~~not~~Arrangements; ~~paid~~Commitments ~~any cash dividends on our ordinary shares to date~~ and doContractual ~~not~~Obligations intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

~~(d)~~Registration ~~Securities~~Rights ~~Authorized~~Agreement ~~for Issuance Under Equity Compensation Plans~~

~~None~~Pursuant to a registration rights agreement entered into on May 3, 2021, the holders of the Founder Shares (See Item 8, Note 5), and the Private Placement Warrants and its underlying securities (See Item 8, Note 4) are entitled to certain registration rights. We will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights.

~~(e)~~53 ~~Performance Graph~~

NotTable applicable.of Contents

~~(f)~~Underwriting ~~Recent~~Agreement ~~Sales of Unregistered Securities; Use of Proceeds from Registered Offerings~~

~~Unregistered~~Pursuant ~~Sales~~to the underwriting agreement, the underwriters received a cash underwriting discount of $4,600,000 following the consummation of the IPO and the exercise of the over-allotment option.

~~In January 2021~~Additionally, ~~one~~the ofunderwriters ~~our~~will ~~directors~~be ~~purchased~~entitled ~~5,750,000~~to ~~of our Class B ordinary shares for~~ a ~~capital~~deferred ~~contribution~~underwriting discount of ~~$25,000, or approximately $0~~3.~~004 per share. In January 2021, such~~ 5~~,750,000~~% of the ~~Company’s~~gross ~~Class B~~proceeds ~~ordinary~~of ~~shares were transferred to~~ the ~~Sponsor~~IPO ~~for~~and ~~the~~exercise ~~same purchase price initially paid by the director~~ of the ~~Company, of which up to 750,000 Class B ordinary shares were subject to forfeiture if the~~ over-allotment option ~~was not exercised by the underwriters in full. In April 2021~~, ~~our~~or ~~Sponsor transferred 50~~$8,050,000, ~~Class B~~upon ~~ordinary~~the ~~shares~~completion ~~to each~~ of our ~~four~~Initial ~~independent~~Business ~~directors,~~Combination ansubject ~~aggregate of 1,697,758 Class B ordinary shares~~ to ~~our~~the ~~executive~~terms ~~officers and other directors and an aggregate~~ of ~~20,000~~the ~~Class B~~underwriting ~~ordinary shares to certain of our outside advisors~~agreement. InOn ~~addition~~March 6, ~~immediately prior to the consummation of our initial public offering~~2023, ~~our~~BofA ~~Sponsor sold an aggregate of 738~~Securities,~~731~~ ~~Class B~~Inc. ~~ordinary~~delivered ~~shares~~a letter to ~~Phoenix~~us ~~SPAC~~informing ~~Holdco~~us ~~LLC,~~that orit ~~Phoenix,~~has ~~for~~waived ~~the~~its ~~same~~entitlements ~~price~~to ~~originally~~such ~~paid~~deferred ~~for~~underwriting ~~such~~discount ~~shares~~in byits ~~our Sponsor~~entirety. ~~On May 7~~Further, ~~2021~~BofA Securities, ~~the~~Inc. ~~underwriters~~has ~~exercised~~ceased ~~their~~or ~~over-allotment~~refused ~~option~~to inact ~~full; hence~~in, ~~the~~every ~~750~~office,~~000~~ ~~Founder~~capacity ~~Shares~~and ~~are~~relationship nowith ~~longer~~respect ~~subject~~ to ~~forfeiture~~any ~~and~~potential ~~the~~Business ~~Sponsor~~Combination ~~holds~~we ~~3,093,511~~may ~~Class B~~enter ~~ordinary~~into ~~shares~~in the future.

~~Our~~Critical ~~Sponsor~~Accounting isPolicies an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in our Sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our Sponsor is to act as the Company’s sponsor in connection with our initial public offering. The limited liability company agreement of our Sponsor provides that its membership interests may only be transferred to our officers or directors or other persons affiliated with our Sponsor, or in connection with estate planning transfers.

50The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

~~Table~~Use of ~~Contents~~Estimates

~~Substantially~~The ~~concurrently~~preparation ~~with the closing~~ of our ~~Initial~~financial ~~Public~~statements ~~Offering,~~in ~~pursuant~~conformity towith ~~the~~GAAP ~~Private~~requires ~~Placement~~management ~~Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 4,000,000 warrants (the “Private Placement Warrants”)~~ to ~~our~~make ~~Sponsor~~estimates and ~~Phoenix~~assumptions atthat aaffect ~~purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to~~ the ~~Company~~reported amounts of ~~$6,000,000,~~assets and ~~substantially~~liabilities ~~concurrently~~and ~~with~~disclosure ~~the closing~~ of ~~the~~contingent ~~full~~assets ~~exercise of the over-allotment option relating to the Initial Public Offering, the Company completed the private sale of an aggregate of 400,000 additional Private Placement Warrants to our Sponsor~~ and ~~Phoenix~~liabilities at ~~a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to~~ the ~~Company~~date of ~~$600,000. The Private Placement Warrants are identical to~~ the ~~Warrants~~financial ~~sold~~statements inand the ~~Initial~~reported ~~Public~~amounts Offering, except that the Private Placement Warrants, so long as they are held by our Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of ~~such~~expenses ~~Private~~during ~~Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after~~ the ~~completion~~reporting ~~of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights~~period. NoActual ~~underwriting~~results ~~discounts~~could ordiffer ~~commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption~~ from ~~registration~~those ~~contained in Section 4(a)(2) of the Securities Act of 1933, as amended~~estimates.

~~Use~~Cash ofand ~~Proceeds~~Cash Equivalents

OfWe ~~the~~consider ~~proceeds~~all weshort-term ~~received~~investments ~~from~~with ~~our~~an ~~initial~~original ~~public~~maturity ~~offering and the sale~~ of ~~the~~three ~~private~~months ~~placement~~or ~~warrants,~~less awhen ~~total~~purchased ~~of $230,000,000, including $8,050,000 payable~~ to ~~the~~be ~~underwriter~~cash ~~for~~equivalents. ~~deferred~~As ~~underwriting~~of ~~commissions~~December 31, ~~was~~2022 ~~placed~~and in2021, awe ~~U.S.-based~~had ~~trust~~cash ~~account~~and ~~maintained~~cash byequivalents ~~Continental~~amounting ~~Stock~~to ~~Transfer &~~$132,219 ~~Trust~~and ~~Company~~$343,519, ~~acting as trustee~~respectively.

~~No. 333-254159),~~Offering Costs Associated with IPO

We comply with the requirements of ASC 34-10-S99-1 and SEC Staff Accounting Bulletin (g“SAB”) ~~Purchases~~Topic 5A— “Expenses of ~~Equity~~Offering”. ~~Securities~~Deferred byoffering costs consist of underwriting, legal, accounting and other expenses incurred through the ~~Issuer~~balance sheet date that were directly related to the IPO. Offering costs are charged to temporary equity or the statements of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on May 11, 2021 (upon the underwriters exercising their overallotment option), offering costs totaling $13,112,968 (consisting of $4,600,000 of underwriting fee, $8,050,000 of deferred underwriting fee and ~~Affiliated~~$462,968 ~~Purchasers~~of other offering costs) were recognized with $548,600 which was allocated to the Public Warrants and Private Warrants, included in the statements of operations as a component of other income/(expense) and $12,564,368 included in temporary equity.

~~None.~~Fair Value of Financial Instruments

~~Item 6.~~The ~~Selected~~fair value of our assets and liabilities, which qualify as financial instruments under the Financial ~~Data~~Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets.

~~Not~~54 ~~applicable.~~

51Table of Contents

~~Table~~Convertible ofPromissory ~~Contents~~Note

~~Item 7.~~We ~~Management’s~~account ~~Discussion~~for the Convertible Note under ASC 815, “Derivatives and ~~Analysis~~Hedging” (“ASC 815”). Under 815-15-25, an election can made be at the inception of ~~Financial~~a ~~Condition~~financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its Convertible Note. Using the fair value option, the Convertible Note is required to be recorded at its initial fair value on the date of issuance, and ~~Results~~each balance sheet date thereafter. Changes in the estimated fair value of ~~Operations~~the Convertible Note is recognized as a non-cash gain or loss on the statements of operations.

~~10-K.~~Derivative Financial Instruments

10We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Our derivative instruments are recorded at fair value as of the IPO (May 6, 2021) and re-Kvalued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. We have determined the warrants are a derivative instrument. As the warrants meet the definition of a derivative, the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statements of operations in the period of change.

~~Overview~~Warrant Instruments

We ~~were~~have ~~incorporated~~accounted asfor athe ~~Cayman~~12,066,667 ~~Islands~~warrants ~~exempted~~issued ~~company~~in onconnection ~~January 21~~with the IPO, ~~2021.~~Private ~~The~~Placement, ~~Company~~and ~~was~~the ~~incorporated~~underwriters ~~for~~exercise of the ~~purpose~~over-allotment ofoption ~~effecting~~in aaccordance ~~merger,~~with ~~share~~the ~~exchange,~~guidance ~~asset~~contained ~~acquisition,~~in ~~share~~FASB ~~purchase,~~ASC ~~reorganization~~815 or“Derivatives ~~similar~~and ~~business~~Hedging” ~~combination~~whereby ~~with~~under ~~one~~that orprovision ~~more~~the ~~businesses~~warrants (do not meet the ~~“Business~~criteria ~~Combination”)~~for equity treatment and must be recorded as a liability. ~~While~~Accordingly, we ~~may~~will ~~pursue~~classify anthe ~~acquisition~~warrant ~~opportunity~~instruments inas ~~any~~a ~~business,~~liability ~~industry,~~at ~~sector~~fair orvalue ~~geographical~~and ~~location,~~adjust wethe ~~intend~~instruments to ~~focus~~fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in our ~~search~~statements ~~for~~of operations. The fair value of warrants will be estimated using an ~~initial~~internal ~~business~~valuation ~~combination~~model onutilizing ~~technology-enabled~~inputs ~~Latin~~such ~~American~~as ~~companies~~assumed ~~seeking~~share toprices, ~~become~~volatility, ~~category~~discount ~~defining~~factors ~~enterprises~~and other assumptions and ~~those~~may ~~targeting~~not orbe ~~expected~~reflective toof ~~pursue~~the ~~cross~~price at which they can be settled. Such warrant classification is also subject to re-~~border~~evaluation ~~expansion~~at each reporting period.

AsFair ~~indicated~~Value inMeasurements ~~the accompanying financial statements, as of December 31, 2021, we had $343,519 cash and deferred offering underwriter’s discount of $8,050,000.~~

OnFair ~~May 6,~~value ~~2021,~~is wedefined ~~consummated~~as the ~~IPO~~price ofthat ~~20,000,000~~would ~~Public~~be ~~Units,~~received atfor asale ~~price~~ of ~~$10.00~~an ~~per~~asset ~~Public~~or ~~Unit,~~paid ~~generating~~to ~~gross~~transfer ~~proceeds~~ of ~~$200~~a liability,~~000,000.~~ ~~Simultaneously~~in ~~with~~an ~~the~~orderly ~~closing~~transaction ofbetween ~~the~~market ~~IPO,~~participants weat ~~consummated~~ the ~~sale~~measurement ofdate. ~~4,000,000~~GAAP ~~Private~~establishes ~~Placement~~a ~~Warrants,~~three-tier atfair avalue ~~price~~hierarchy, ofwhich ~~$1.50~~prioritizes ~~per~~the ~~Private~~inputs ~~Placement~~used ~~Warrant,~~ in ameasuring ~~Private~~fair ~~Placement~~value. toThe ~~Valor~~hierarchy ~~Latitude~~gives ~~LLC (~~the ~~“Sponsor”)~~highest ~~and~~priority ~~Phoenix~~to ~~SPAC~~unadjusted ~~Holdco~~quoted ~~LLC~~prices ~~(“Phoenix”),~~in ~~generating~~active ~~gross~~markets ~~proceeds~~for ofidentical ~~$6,000,000.~~assets Onor ~~May 11,~~liabilities ~~2021,~~(Level ~~the~~1 ~~underwriters~~measurements) ~~purchased~~and ~~3,000,000~~the ~~units~~lowest ~~generating~~priority ~~net proceeds~~ to ~~the~~unobservable ~~Company~~inputs of(Level ~~approximately~~3 ~~$29,400,000~~measurements). inThese ~~the~~tiers ~~aggregate~~include: ~~after deducting the underwriter discount.~~

~~Simultaneously~~• ~~with~~Level ~~the issuance and sale of the Units on May 11~~1, ~~2021,~~defined weas ~~consummated~~observable ~~the~~inputs ~~private~~such ~~placement~~as ~~with~~quoted ~~the~~prices ~~Sponsor~~(unadjusted) ~~and Phoenix of an aggregate of 400,000 warrants to purchase Class A Ordinary Shares~~ for ~~$1.50~~identical ~~per~~instruments ~~warrant generating total proceeds of $600,000. Of the net proceeds from the IPO, exercise of the over-allotment option, and associated private placements, $230,000,000 of cash was placed~~ in ~~the~~active ~~Trust Account. We cannot assure you that our plans to complete our Initial Business Combination will be successful.~~ markets;

~~Results~~• ofLevel ~~Operations~~2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

~~Our~~• ~~entire~~Level ~~activity since inception up to December 31~~3, ~~2021~~defined ~~relates~~as tounobservable ~~our~~inputs ~~formation,~~in ~~the~~which ~~Initial~~little ~~Public~~or ~~Offering~~no ~~and,~~market ~~since~~data ~~the closing of the Initial Public Offering~~exists, atherefore ~~search~~requiring ~~for~~an aentity ~~Business~~to ~~Combination~~develop ~~candidate.~~its Weown ~~will~~assumptions, ~~not~~such beas ~~generating~~valuations ~~any~~derived ~~operating~~from ~~revenues~~valuation ~~until~~techniques ~~the~~in ~~closing~~which ~~and~~one ~~completion~~or ofmore ~~our~~significant ~~initial~~inputs ~~Business~~or ~~Combination,~~significant atvalue ~~the~~drivers ~~earliest.~~are unobservable.

~~For~~Stock ~~the~~Based ~~period~~Compensation from January 21, 2021 (inception) through December 31, 2021, we had a net income of $7,264,525, which included a gain from the change in fair value of warrant liabilities of $8,772,479 and interest income of $10,850, partially offset by a loss from operations of $970,204, and transaction costs of $548,600.

~~Liquidity~~We comply with ASC 718 Compensation — Stock Compensation regarding founder shares acquired by our directors at prices below fair value. The acquired shares shall vest upon our Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director ceases to be a director, the shares will be forfeited. The founder shares owned by the director (1) may not be sold or transferred, until one year after the consummation of a business combination, (2) not be entitled to redemption from the funds held in the trust account, or any liquidating distributions. We have 24 months from the date of our initial public offering to consummate a business combination, and ~~Capital~~if ~~Resources~~a business combination is not consummated, our Company will liquidate, and the shares will become worthless.

On55 May 6, 2021 we consummated our IPO and Private Placement and on May 11, 2021 the underwriters fully exercised their over-allotment option and substantially concurrently therewith, we completed the private sale of an aggregate of 400,000 additional Private Placement Warrants. Of the net proceeds from the IPO, exercise of the over-allotment option, and associated Private Placements, $230,000,000 of cash was placed in the Trust Account and $1,961,865 of cash was held outside of the Trust Account and is available for working capital purposes. Until the consummation of the IPO, our only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from the Sponsor and a related party.

52Table of Contents

~~Table~~Net ofIncome ~~Contents~~Per Ordinary Share

~~Our~~We ~~initial~~have ~~shareholders,~~two ~~officers,~~classes ~~directors~~of ~~or their affiliates may~~shares, ~~but~~which are ~~not~~referred ~~obligated~~ to, ~~loan us funds~~ as ~~may~~Class A beordinary ~~required~~shares ~~(“Working~~and ~~Capital~~Class B ~~Loans”)~~ordinary shares. IfEarnings weand ~~complete~~losses aare ~~Business~~shared ~~Combination,~~pro werata ~~may~~between ~~repay~~ the ~~Working~~two ~~Capital~~classes ~~Loans out~~ of ~~the proceeds of the Trust Account released to the Company~~shares. ~~Otherwise,~~We ~~the~~have ~~Working~~not ~~Capital~~considered ~~Loans may be repaid only out of funds held outside~~ the ~~Trust~~effect ~~Account. In the event that a Business Combination does not close, we may use a portion~~ of ~~proceeds held outside~~ the ~~Trust~~warrants ~~Account~~sold toin ~~repay~~ the ~~Working~~Initial ~~Capital~~Public ~~Loans~~Offering ~~but~~and ~~no proceeds held in~~ the ~~Trust~~Private ~~Account~~Placement ~~would be used~~ to ~~repay~~purchase ~~the~~an ~~Working~~aggregate ~~Capital~~of ~~Loans~~12,066,667 ~~other~~of ~~than~~our ~~the~~Class A ~~interest~~ordinary onshares ~~such~~in ~~proceeds that may be released for working capital purposes. Except for~~ the ~~foregoing,~~calculation ~~the terms~~ of ~~such~~diluted ~~Working~~income ~~Capital~~per ~~Loans~~share, ifsince ~~any,~~their ~~have~~exercise ~~not~~is ~~been~~contingent ~~determined~~upon ~~and~~future ~~no written agreements exist with respect to such loans~~events. ~~The~~As ~~Working Capital Loans would either be repaid upon consummation of~~ a ~~Business Combination~~result, ~~without~~diluted ~~interest,~~net ~~or,~~income atper ~~the~~ordinary ~~lender’s~~share ~~discretion,~~is ~~up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of~~ the ~~post~~same ~~Business~~as ~~Combination~~basic ~~entity~~net atincome ~~a price of $1.50~~ per ~~warrant.~~ordinary ~~As of December 31, 2021, no Working Capital Loans were outstanding~~share.

AtConcentration ~~December 31, 2021, we had cash outside the Trust Account~~ of ~~$343,519~~Credit ~~and~~Risk working capital of $475,704. Over the next 12 months, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to address this with the consummation of a proposed Business Combination in the combination period or with Working Capital Loans. Our Sponsor is committed and prepared to loan additional working capital to fund operations. There is no assurance that our plans to consummate a proposed business combination will occur or we will be able to borrow needed capital. As such, there is substantial doubt about our ability to continue as a going concern.

~~Critical~~Financial ~~Accounting~~instruments ~~Policies~~that potentially subject us to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At December 31, 2022 and 2021, we have not experienced losses on this account and our management believes we are not exposed to significant risks on such account.

~~Use~~Class A ofOrdinary ~~Estimates~~Shares Subject to Possible Redemption

~~The~~We ~~preparation~~account offor our ~~financial~~ordinary ~~statements~~shares subject to possible redemption in ~~conformity~~accordance with ~~GAAP~~the ~~requires~~guidance ~~management~~in toASC ~~make~~Topic ~~estimates~~480 ~~and~~“Distinguishing ~~assumptions~~Liabilities ~~that~~from ~~affect~~Equity.” ~~the~~Ordinary ~~reported~~shares ~~amounts~~subject ofto ~~assets~~mandatory ~~and~~redemption ~~liabilities~~(if ~~and~~any) ~~disclosure~~are ofclassified ~~contingent~~as ~~assets~~a liability instrument and ~~liabilities~~measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the ~~date~~control of the ~~financial~~holder ~~statements~~or ~~and~~subject to redemption upon the ~~reported~~occurrence ~~amounts~~of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. Our ordinary shares feature certain redemption rights that are considered to be outside of ~~expenses~~our ~~during~~control and subject to the ~~reporting~~occurrence ~~period~~of uncertain future events. ~~Actual~~Accordingly, ~~results~~ordinary ~~could~~shares ~~differ~~subject ~~from~~to ~~those~~possible ~~estimates~~redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheets.

~~Cash~~Income ~~and~~Taxes ~~Cash Equivalents~~

We ~~consider~~account for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all ~~short-term~~or ~~investments~~a ~~with~~portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an ~~original~~enterprise’s ~~maturity~~financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of ~~three~~a ~~months~~tax orposition ~~less~~taken ~~when~~or ~~purchased~~expected to be ~~cash~~taken ~~equivalents~~in a tax return. WeFor ~~did~~those benefits to be recognized, a tax position must be more-likely-than-not ~~have~~to ~~any~~be ~~cash~~sustained ~~equivalents~~upon asexamination ofby ~~December~~taxing 31authorities. ASC 740 also provides guidance on derecognition, ~~2021~~classification, interest and penalties, accounting in interim period, disclosure and transition.

~~Offering~~We ~~Costs~~recognize ~~Associated~~accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. We are currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. We are subject to examination since inception. We are considered to be an exempted Cayman Islands company with ~~IPO~~no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, our tax provision was zero for the period presented.

We56 comply with the requirements of ASC 34-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that were directly related to the IPO. Offering costs are charged to shareholders’ deficit or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, May 11, 2021 (upon the underwriters exercising their overallotment option), offering costs totaling $13,112,968 (consisting of $4,600,000 of underwriting fee, $8,050,000 of deferred underwriting fee and $462,968 of other offering costs) were recognized with $548,600 which was allocated to the Public Warrants and Private Warrants, included in the statement of operations as a component of other income/(expense) and $ 12,564,368 included in temporary equity.

FairTable Value of Financial Instruments Contents

~~The~~Recent ~~fair value of our assets and liabilities, which qualify as financial instruments under the Financial~~ Accounting Standards ~~Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.~~

~~Derivative~~In ~~Financial~~August ~~Instruments~~2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We are currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. We have not adopted this guidance as of December 31, 2022.

~~and~~In May 2021, the FASB issued ASU No. re2021-~~valued~~04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the Emerging Issues Task Force). The standard clarifies an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange, and it provides guidance on how an issuer would measure and recognize the effect of these transactions. Specifically, the ASU provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. The amendments in this update are effective for all entities for fiscal years beginning after December at15, 2021, including interim periods within those fiscal years. The guidance was adopted starting January 1, 2022. Adoption of the ASU did not impact our financial position, results of operations or cash flows.

~~or non-current based~~Our management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

~~not~~Item ~~net-cash settlement~~7A. Quantitative and Qualitative Disclosures about Market Risk

~~Warrant~~We ~~Instruments~~are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

beItem ~~re-measured at~~8. Financial Statements and Supplementary Data

~~re-evaluation at~~This information appears following Item 15 of this Report and is included herein by reference.

53Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

~~Table~~None. ~~of Contents~~

~~Fair~~Item 9A. ~~Value~~Controls ~~Measurements~~and Procedures.

~~Fair~~Evaluation ~~value is defined as the price that would be received for sale~~ of anDisclosure ~~asset~~Controls or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and ~~the~~Procedures ~~lowest priority to unobservable inputs (Level 3 measurements). These tiers include:~~

•Disclosure ~~Level~~controls 1are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, ~~defined~~processed, assummarized, ~~observable~~and ~~inputs~~reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as ~~quoted~~appropriate ~~prices~~to ~~(unadjusted)~~allow ~~for~~timely ~~identical~~decisions ~~instruments~~regarding inrequired ~~active~~disclosure. ~~markets;~~

•57 Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•Table Levelof 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.Contents

~~Stock~~As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022. Based ~~Compensation~~upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

WeManagement’s ~~comply~~Report ~~with~~on ~~ASC~~Internal ~~718~~Controls ~~Compensation~~Over —Financial ~~Stock~~Reporting Compensation regarding founder shares acquired by our directors at prices below fair value. The acquired shares shall vest upon our Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director ceases to be a director, the shares will be forfeited. The founder shares owned by the director (1) may not be sold or transferred, until one year after the consummation of a business combination, (2) not be entitled to redemption from the funds held in the trust account, or any liquidating distributions. We have 24 months from the date of our initial public offering to consummate a business combination, and if a business combination is not consummated, our Company will liquidate and the shares will become worthless.

~~Net~~As ~~Income~~required ~~Per~~by ~~Ordinary~~SEC ~~Share~~rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

We(1) ~~have~~pertain ~~two classes of shares, which are referred~~ to ~~as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between~~ the ~~two~~maintenance ~~classes~~ of ~~shares.~~records Wethat, ~~have~~in ~~not~~reasonable ~~considered~~detail, ~~the~~accurately ~~effect~~and offairly ~~the~~reflect ~~warrants sold in~~ the ~~Initial~~transactions ~~Public Offering~~ and ~~the~~dispositions ~~Private Placement to purchase an aggregate~~ of ~~12,066,667 of our Class A ordinary shares in~~ the ~~calculation~~assets of ~~diluted~~our ~~loss per share~~company, ~~since their exercise is contingent upon future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share.~~

~~Concentration~~(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of ~~Credit~~financial ~~Risk~~statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

~~Financial~~(3) ~~instruments~~provide ~~that~~reasonable ~~potentially~~assurance ~~subject~~regarding usprevention toor ~~concentrations~~timely ofdetection ~~credit risk consist~~ of aunauthorized ~~cash account in a financial institution~~acquisition, ~~which,~~use ator ~~times,~~disposition ~~may exceed the Federal Depository Insurance Corporation limit~~ of ~~$250,000.~~our Atassets ~~December~~that ~~31,~~could ~~2021, we~~ have ~~not~~a ~~experienced~~material ~~losses~~effect on ~~this~~the ~~account~~financial ~~and our management believes we are not exposed to significant risks on such account~~statements.

~~Class A~~Because ~~Ordinary~~of ~~Shares~~its ~~Subject~~inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to ~~Possible~~future ~~Redemption~~periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2022. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2022.

WeManagement ~~account~~has ~~for~~implemented ~~our~~remediation ~~ordinary~~steps ~~shares subject~~ to ~~possible~~improve ~~redemption~~our ininternal ~~accordance~~control ~~with~~over ~~the~~financial ~~guidance in ASC Topic 480 “Distinguishing Liabilities from Equity~~reporting.” ~~Ordinary~~Specifically, ~~shares~~we ~~subject~~expanded toand ~~mandatory~~improved ~~redemption~~our ~~(if~~review ~~any)~~process ~~are~~for ~~classified~~complex assecurities ~~a liability instrument~~ and ~~measured~~related ataccounting ~~fair value~~standards. ~~Conditionally~~We ~~redeemable~~plan ~~ordinary~~to ~~shares~~further ~~(including~~improve ~~ordinary~~this ~~shares~~process ~~that~~by ~~feature~~enhancing ~~redemption~~access ~~rights~~to ~~that~~accounting ~~are~~literature, ~~either~~identification ~~within the control~~ of ~~the~~third-party ~~holder~~professionals orwith ~~subject~~whom to ~~redemption~~consult ~~upon~~regarding ~~the~~complex ~~occurrence~~accounting ofapplications ~~uncertain~~and ~~events~~consideration ~~not~~of ~~solely~~additional ~~within~~staff ~~the~~with Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of the ~~Company’s~~requisite ~~control~~experience and ~~subject~~training to ~~the~~supplement ~~occurrence~~existing ofaccounting ~~uncertain future events~~professionals. ~~Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.~~

~~Income~~This ~~Taxes~~Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

WeChanges account for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in ~~income~~Internal ~~taxes~~Control ~~recognized~~over inFinancial anReporting enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

WeThere ~~recognize~~was ~~accrued~~no ~~interest~~change ~~and~~in ~~penalties~~our ~~related~~internal tocontrol ~~unrecognized~~over ~~tax~~financial ~~benefits~~reporting asthat ~~income~~occurred ~~tax~~during ~~expense.~~the ~~There~~fiscal ~~were~~year noended ~~unrecognized~~December 31, ~~tax~~2022 ~~benefits~~covered ~~and~~by nothis ~~amounts~~Annual ~~accrued~~Report ~~for~~on ~~interest~~Form ~~and~~10-K ~~penalties~~that ashas ofmaterially ~~December 31~~affected, ~~2021.~~or Weis ~~are~~reasonably ~~currently~~likely ~~not~~to ~~aware~~materially ofaffect, ~~any~~our ~~issues~~internal ~~under~~control ~~review~~over ~~that~~financial ~~could~~reporting. ~~result~~In inlight ~~significant~~of ~~payments~~the material weakness, ~~accruals~~we orhave ~~material~~enhanced ~~deviation~~our ~~from~~processes ~~its~~to ~~position.~~identify Weand ~~are~~appropriately ~~subject~~apply applicable accounting requirements to ~~examination~~better ~~since~~evaluate ~~inception.~~and Weunderstand ~~are~~the ~~considered~~nuances of the complex accounting standards that apply to beour anfinancial ~~exempted~~statements. ~~Cayman~~Our ~~Islands~~plans ~~company~~at ~~with~~this notime ~~connection~~include providing enhanced access to ~~any~~accounting ~~other~~literature, ~~taxable~~research ~~jurisdiction~~materials and isdocuments ~~presently~~and ~~not~~increased ~~subject~~communication toamong ~~income~~our ~~taxes~~personnel orand ~~income~~third-party ~~tax~~professionals ~~filing~~with ~~requirements~~whom inwe ~~the~~consult ~~Cayman~~regarding ~~Islands~~complex oraccounting ~~the~~applications. ~~United~~The ~~States.~~elements Asof ~~such~~our remediation plan can only be accomplished over time, ~~our~~and ~~tax~~we ~~provision~~can ~~was~~offer ~~zero~~no ~~for~~assurance that these initiatives will ultimately have the ~~period~~intended ~~presented~~effects.

5458

~~Recent~~Item 9B. ~~Accounting~~Other ~~Standards~~Information.

~~Update (“ASU”) No~~None. ~~2020-06, Debt —debt~~

~~Options~~Item ~~(Subtopic 470-20) and Derivatives~~9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

~~(Subtopic 815-40): Accounting for~~Not Applicable.

~~(“ASU 2020-06”), which simplifies~~59

with ASU 2020-06 since itsTable of Contents

~~Our~~PART ~~management~~III ~~does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.~~

~~Off-Balance~~Item ~~Sheet Arrangements; Commitments~~10. Directors, Executive Officers and Corporate Governance

~~Registration~~Directors ~~Rights~~and ~~Agreement~~Executive Officers

~~Pursuant~~Our todirectors ~~a registration rights agreement entered into on May 3, 2021, the holders of the Founder Shares (See Item 8, Note 5),~~ and ~~the~~executive ~~Private~~officers ~~Placement Warrants and its underlying securities (See Item 8, Note 4)~~ are ~~entitled~~currently toas ~~certain~~follows: ~~registration rights. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights.~~

Underwriting Agreement


Name	Age	Position
Hélio L. Magalhães	71	Chief Executive Officer and Director
J. Douglas Smith	61	Chief Financial Officer
Clifford M. Sobel	73	Chairman of the Board
Scott Sobel	48	Director
Mario Mello	56	Director
Linda Rottenberg	54	Director
Barry L. Engle	59	Director
Brian P. Brooks	53	Director
John G. Bruno	58	Director
Ricardo Knoepfelmacher	57	Director

~~Pursuant~~Hélio toL. ~~the underwriting agreement~~Magalhães, ~~the~~Chief ~~underwriters~~Executive ~~received~~Officer ~~a cash underwriting discount of $4,600,000 following the consummation of the IPO~~ and ~~the~~Director ~~exercise of the over-allotment option.~~

~~Additionally,~~Hélio Lima Magalhães has served as our CEO since February 2022 and as a member of our Board of Directors since the ~~underwriters~~completion ~~will~~of beour ~~entitled~~initial public offering. From 2012 to 2017, Mr. Magalhães was Chief Executive Officer of Citibank Brazil, a ~~deferred~~commercial ~~underwriting~~bank. ~~discount~~From 2010 to 2012, Mr. Magalhães served as President of 3The Americas Global Network Services (GNS) at American Express, a multinational financial services corporation.5% Mr. Magalhães has served as the chairman of the ~~gross~~board ~~proceeds~~of directors of ~~the~~Banco ~~IPO~~do Brasil S.A. since 2019 and ~~exercise~~as chairman of the ~~over~~board of UBS BB Investment Bank since 2020, and has also served on the board of directors of Companhia Melhoramentos São Paulo S.A. since 2019 and Suzano S.A. since 2020. Mr. Magalhães previously served as a board member of Eletropaulo Metropolitana (2018-~~allotment~~2019), ~~option~~the Fundo Garantidor de Créditos (Brazilian FDIC) (2018), orIRB $8Brasil RE (2017-2019),~~050~~ VR Investments (2017-2018),~~000~~ Elavon do Brasil (2012-2016), ~~upon~~and the ~~completion~~Brazilian Federation of Banks – Febraban (2012-2017), among other companies. Mr. Magalhães has a B.S. degree in Electrical Engineering and Computer Science from George Washington University (1976) and a postgraduate degree in Computer Science from the ~~Company~~Pontifícia Universidade Católica do Rio de Janeiro - PUC-Rio (1982). We believe Mr. Magalhães’s ~~Initial~~significant ~~Business~~knowledge ~~Combination~~and ~~subject~~experience toin the ~~terms~~Latin ofAmerican market and the ~~underwriting~~financial ~~agreement~~industry, as well as extensive experience serving in a number of executive positions and as a board member of other public companies make him well qualified to serve as a director.

~~JOBS~~J. ~~Act~~Douglas Smith, Chief Financial Officer

~~standards~~J. Douglas (Doug) Smith has served as our CFO since February 2021. Since August 2011, Mr. isSmith has served as CFO and Executive Vice President of Valor Capital Group, a growth equity and venture capital investment firm focused on United States and Brazil cross border opportunities. Mr. ~~required~~Smith serves on the investment committee of the four investment funds managed by Valor Capital’s venture arm. Mr. Smith is also a Managing Director at Wesray Social Investments, having worked for Wesray and affiliates since May 1986, where he is a member of the investment committee and oversees private investments for its affiliates and the related family office. Mr. ~~non-emerging~~Smith also sits on the investment committee of the MCJ Foundation and The Goldhirsh Foundation and until 2019 was on Board of Governors at the St. Joseph’s High School Foundation. From 2010 to March 2017, Mr. ~~growth~~Smith also served as an advisor to and assisted with the launch of the Collaborative Fund, a seed venture firm. Mr. ~~companies~~Smith began his career at Price Waterhouse in August 1983 and continued at the firm through May 1986, during which time he earned his CPA license. Mr. AsSmith left Price Waterhouse as a Tax Senior before joining Wesray Capital. Corp. in May 1986. Mr. Smith holds a Bachelor of Arts degree in Economics/Accounting from the College of the Holy Cross (1983).

~~non-emerging growth public companies under~~60

55Table of Contents

~~Table~~Clifford M. Sobel, Chairman of ~~Contents~~the Board

~~Item~~Clifford M. Sobel has been a member of our Board of Directors since February 2021. Since 2011, Mr. 7ASobel has served as managing Partner of Valor Capital Group, a growth equity and venture capital investment firm focused on United States and Brazil cross border opportunities. ~~Quantitative~~Since 2012, Mr. Sobel has served as partner of Related Brazil, a mixed use developer. From 1999 to 2001, Mr. Sobel was President and ~~Qualitative~~Chairman ~~Disclosures~~of ~~About~~Net2Phone, ~~Market~~an ~~Risk~~internet telephony company. Mr. Sobel also serves on the board of the Council of the Americas (2016 to present), Council of American Ambassadors (2016-Present) and Christie’s Advisory Board for the Americas (2017 to present). Mr. Sobel also served on the board of Diamond Offshore Drilling (2011-2020), and the board of Aegon (NYSE – AEG) (2006) and Alpinvest (2005-2006). Mr. Sobel has a Bachelor’s degree in management from New York University (1972). We believe Mr. Sobel’s extensive corporate, private venture capital and diplomatic experience makes him well qualified to serve as a director.

~~by Rule 12b-2 of~~Scott Sobel, Director

56Scott Sobel has been a member of our Board of Directors since February 2021. Since 2011, Mr. Sobel has served as co-founder and managing Partner of Valor Capital Group, a growth equity and venture capital investment firm focused on United States and Brazil cross border opportunities. From 1996 to 2002, Mr. Sobel was a member of the founding team and Vice President of Net2Phone, an internet telephony company. Mr. Sobel served as Vice President of Emerging Markets for NCR Corporation, responsible for the company’s financial line of business in BRICA (Brazil, Russia, India, China, and Africa) from November 2009 to March 2011, and Vice President of Business Development & Government Affairs in the Asia Pacific region, based in Singapore from January 2007 to November 2009. From 2003 to 2007, Mr. Sobel served as Director of Business Development of Symbol Technologies, focused on the company’s mobile computing and wireless businesses. Mr. Sobel is on the Board of Directors of Incognia (June 2019 to present), Tembici (March 2020 to present) and National Mentoring Partnership/Mentoring.org (2017 to present). Mr. Sobel has a Bachelor of Science degree from Syracuse University (1996). We believe Mr. Sobel’s extensive corporate and private venture capital experience make him well qualified to serve as a director.

~~Table~~Mario ofMello, ~~Contents~~Director

~~Item~~Mario Mello has been a member of our Board of Directors since February 2021. Since 2013, Mr. 8Mello has served as an advisory board member and Operating Partner of Valor Capital Group, a growth equity and venture capital investment firm focused on United States and Brazil cross border opportunities. ~~Financial~~From ~~Statements~~2010 to 2018, Mr. Mello was General Manager and ~~Supplementary~~General ~~Data~~Director of PayPal Latin America. From 1996 to 2003, Mr. Mello served as Vice President, Senior Vice President and Executive Vice President of Visa do Brasil and Visa Latin America. Prior to joining Visa Latin America, Mr. Mello was a Statutory Director of Banco Real (which was acquired by Santander). Mr. Mello is currently a Board Member of Construtora Tenda S.A., a Brazilian real estate development company (since 2017), Track & Field Co. S.A., a Brazilian sportswear company (since 2018) and PicPay, a Brazilian payments company (since February 2021), as well as having previously served as a board member of certain Valor Capital Group invested companies, including Loopa, SolFacil and QuasarFlash. Mr. Mello is also the Founder and President of O Poder do Voto, a civic service non-profit start-up company in Brazil that promotes political transparency. Mr. Mello has also served on the board of directors of Cielo, Alelo, CBSS and Fidelity Systems. Mr. Mello has a BSE in Civil Engineering from the Polytechnic School at the University of São Paulo (1988). We believe Mr. Mello’s extensive corporate and private venture capital experience make him well qualified to serve as a director.

~~This~~Linda ~~information~~Rottenberg, ~~appears~~Independent ~~following~~Director ~~Item 15 of this Report and is included herein by reference.~~

~~Item~~Linda Rottenberg has served as a member of our Board of Directors since the completion of our initial public offering. Ms. 9Rottenberg has served as Co-Founder and Chief Executive Officer of Endeavor Global, Inc., ~~Changes~~leader of the global high-impact entrepreneurship movement, since 1997. She also serves as President of Endeavor Catalyst LP Funds, which had over $250 million of assets under management as of February 2021 and co-invests in Endeavor Entrepreneurs raising outside capital. Ms. Rottenberg serves on the board of Globant SA, a software developer; Olo, a digital food-ordering SaaS platform; and ~~Disagreements~~RTPZ, ~~with~~a ~~Accountants~~SPAC founded by LinkedIn founder Reid Hoffman and Zynga founder Mark Pincus. She previously served as board director of Zayo Group, a leading bandwidth infrastructure company. A graduate of Harvard College and Yale Law School, Ms. Rottenberg has been named among TIME’s “Innovators for the 21st century’ and U.S. News and World Report’s “America’s Best Leaders”. In 2018, she received the Heinz Award in Technology, the Economy and Employment. Ms. Rottenberg was selected to serve on ~~Accounting~~our board of directors due to her knowledge and ~~Financial~~experience ~~Disclosure~~in the technology industry, her expertise in emerging and growth markets, and experience serving as director of other companies.

~~None.~~61

Item 9A.Table Controlsof and Procedures Contents

~~Disclosure~~Barry controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934Engle, asIndependent ~~amended~~Director (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (who serves as our Principal Executive Officer) and Chief Financial Officer (who serves as our Principal Financial and Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure.

~~Evaluation~~Barry Engle has served as a member of ~~Disclosure~~our ~~Controls~~Board of Directors since the completion of our initial public offering. Mr. Engle was the founder and ~~Procedures~~CEO of Qell Acquisition Corp. (NASDAQ: QELL), which completed its business combination with Lilium N.V. (NASDAQ:LILM). Mr. Engle’s career has included operational, financial and managerial roles within the international automotive sector, as well as growth-oriented companies across various industries. Mr. Engle spent five years in senior executive roles at General Motors Company (“GM”). From April 2019 through August 2020, Mr. Engle served as President of GM North America. In addition to his responsibilities for GM North America, Mr. Engle was Global Head of Chevrolet and served on the board of GM’s China joint venture. Before this, Mr. Engle served as the President of GM International. Mr. Engle joined GM in September 2015 as President of GM South America. Prior to joining GM, Mr. Engle spent time leading high growth, private equity and venture capital backed companies, serving as Chief Executive Officer of Agility Fuel Solutions and of European electric vehicle manufacturer Think EV. Before joining Think EV, Mr. Engle spent two years as President and CEO of New Holland Agricultural Equipment in Turin, Italy. Mr. Engle also spent a number of years with Ford Motor Company where he served as President & CEO of Ford Canada, President of Ford Brazil, and led U.S. Marketing for the Ford brand. Mr. Engle holds a BA in Economics, with a minor in Spanish, from Brigham Young University as well as an MBA from The Wharton School at the University of Pennsylvania. Mr. Engle has also served on the National Advisory Council for the Marriott School of Business at Brigham Young University since 2006. We believe Mr. Engle’s experience with a publicly-traded special purpose acquisition company and significant knowledge and experience with growth-oriented companies across various industries, as well as his extensive experience serving in a number of executive positions and as a board member of other public companies, make him well qualified to serve as a director.

~~13a-15~~Brian P. Brooks, Independent Director

~~15d~~Brian Brooks has served as a member of our Board of Directors since the completion of our initial public offering. Mr. Brooks is a globally recognized leader in financial technology and financial services. He most recently served as Acting U.S. Comptroller of the Currency, where he was the administrator of the federal banking system and the chief executive of the 3,500-15employee federal agency responsible for chartering and supervising banks comprising 70 percent of all banking activity in the United States. Mr. Brooks’s background before leading the Office of the Comptroller of the Currency included serving as Chief Legal Officer of Coinbase (2018-2020), the largest digital asset exchange in the United States; executive vice president, general counsel, and corporate secretary of Fannie Mae (2014-2018), the $3.2 trillion housing finance giant; vice chairman of OneWest Bank (2011-2014), a regional bank based in Southern California; and Washington, D.C. managing partner of global law firm O’Melveny & Myers LLP. Mr. Brooks’s board experience includes service on the boards of directors of Fannie Mae (2019-2020); Avant, Inc. (2017-2020), a major marketplace lending platform; and Spring Labs, a blockchain-enabled digital credit bureau; and numerous nonprofit boards. He has also been an advisor to and/or early stage investor in EarnUp, TextIQ, LoanSnap, and other technology companies. He holds an A.B. cum laude from Harvard University and a J.D. with honors from the University of Chicago. We believe Mr. Brooks’s extensive knowledge and experience in financial technology and financial services make him well qualified to serve as a director.

~~13a-15(e)~~62

15d-15(e)Table of Contents

~~10-K~~John G. Bruno, Independent Director

WeJohn doG. ~~not~~Bruno ~~expect~~has ~~that~~extensive ~~our~~public ~~disclosure~~company ~~controls~~experience at scale, specializing in global technology-led business model transformation derived from 30 years of multi-industry executive leadership roles as a CEO, COO, CMO, CTO, CIO, and ~~procedures~~general ~~will~~manager. ~~prevent~~Mr. ~~all~~Bruno ~~errors~~joined Xerox Holdings Corporation in 2022 as President & Chief Operating Officer, responsible for operating model and ~~all~~go-to-market ~~instances~~advancements ofto ~~fraud~~improve company performance. ~~Disclosure~~He ~~controls~~partners closely with the CEO and ~~procedures~~executive committee to shape the company’s strategy overseeing global offerings, nomarketing, ~~matter~~service ~~how~~delivery, ~~well~~manufacturing, ~~conceived~~supply ~~and~~chain, ~~operated~~procurement, ~~can~~information ~~provide~~technology, ~~only~~real ~~reasonable~~estate, ~~not~~and ~~absolute~~Xerox’s Digital & IT services business units. Before joining Xerox, ~~assurance~~Mr. ~~that~~Bruno was the ~~objectives~~CEO and Managing Partner of ~~the~~Storm ~~disclosure~~Ventures, ~~controls~~LLC, a privately held expert advisory management consulting; and ~~procedures~~early-stage ~~are~~venture ~~met~~investment firm. ~~Further,~~He is a current member of the ~~design~~board of ~~disclosure~~directors ~~controls~~of Global Payments (NYSE: GPN) and ~~procedures~~chair ~~must~~of ~~reflect~~its ~~the~~compensation ~~fact~~committee ~~that~~as ~~there~~well ~~are~~as ~~resource~~a ~~constraints~~member of its technology committee. Previously, ~~and~~Mr. ~~the~~Bruno ~~benefits~~served ~~must~~in bevarious ~~considered~~capacities ~~relative~~at toAon, ~~their~~plc, ~~costs.~~a ~~Because~~publicly traded global risk management service provider, including as former Chief Operating Officer (2020 - 2022) and Chief Executive Officer of ~~the~~its ~~inherent~~Data ~~limitations~~& inAnalytics ~~all~~Services ~~disclosure~~business ~~controls~~unit (2019 - 2021); Chief Operations Officer (2017 - 2019); and ~~procedures,~~Executive ~~not~~Vice ~~evaluation~~President of ~~disclosure~~Enterprise ~~controls~~Innovation and ~~procedures~~Chief ~~can~~Information ~~provide~~Officer ~~absolute~~(2014 ~~assurance~~- ~~that~~2017). weBefore ~~have~~Aon, ~~detected~~Mr. ~~all~~Bruno ~~our~~was ~~control~~the ~~deficiencies~~President of Industry and ~~instances~~Field Operations and EVP of ~~fraud~~Corporate Development NCR Corporation, ifa ~~any~~publicly-traded technology company (2013 - 2014). ~~The~~Mr. ~~design~~Bruno ofchaired ~~disclosure~~NCR’s ~~controls~~Enterprise Risk Management Committee; and ~~procedures~~was ~~also~~the iscompany’s ~~based~~Chief ~~partly~~Technology onOfficer ~~certain~~(2011 ~~assumptions~~- ~~about~~2013). ~~the~~Before ~~likelihood~~NCR, Mr. Bruno was Managing Director of ~~future~~Goldman ~~events~~Sachs Group, Inc. (2007 - 2008); and ~~there~~Managing ~~can~~Director beof noMerrill ~~assurance~~Lynch ~~that~~& ~~any~~Co., ~~design~~Inc. ~~will~~(2006 ~~succeed~~- in2007). ~~achieving~~We ~~its~~believe ~~stated~~Mr. ~~goals~~Bruno’s ~~under~~experience ~~all~~makes ~~potential~~him ~~future~~well-qualified ~~conditions~~to serve as a director.

~~Management’s~~Ricardo ~~Report~~Knoepfelmacher, onIndependent ~~Internal~~Director ~~Controls Over Financial Reporting~~

10Ricardo Knoepfelmacher is the founder of RK Partners and has 30 years of experience in operational and financial restructuring as an executive, consultant and board member. During his career, he worked at Citibank, Grupo Nutrimental and McKinsey & Co. until he founded MGDK & Associados, a restructuring and consulting firm later sold to the Monitor Group (now owned by Deloitte). During this period, he worked in several efficiency gain, investment appraisal and M&A projects in companies including Elevadores Atlas (Atlas-KSchindler), Acesita and Abril. Mr. Knoepfelmacher also worked on interim management projects and, at age 30, he was Caloi’s CEO for two years in a major operational and financial restructuring. He was also a senior partner of Monitor Company from which he left to be the CEO of Pegasus Telecom, later sold to the Telemar Group (currently Oi). After the sale of Pegasus, he founded Angra Partners and worked in major projects, such as the restructuring and sale of Brasil Ferrovias and Brenco, among others. Subsequently, Mr. Knoepfelmacher was appointed CEO of Brasil Telecom, where he implemented a robust restructuring project that led to the company’s sale to the Telemar/Oi Group. He also worked on the restructuring of the EBX Group (OGX, OSX and MMX), Paranapanema, Galvão Engenharia, UTC, Estaleiro Atlântico Sul, Estaleiro Enseada, Rossi Residencial, Brasil Supply, Usina Caeté, Property Brasil and PDG, among others. He served as Board Member of NII Holdings / Nextel (2013 - 2019), Netshoes (2017 - 2019), Iguá Saneamento (2018 - 2019) and Vicunha Têxtil (2013 - 2019). He is currently a board member at Capitale / ZEG Group (since September 2020) and serves as a consulting board member at FUNCEX (Fundação Comércio Exterior) (since June 2021). He holds a Master’s degree in International Management from Thunderbird School (December 1989) and graduated in Economics from the University of Brasília (UnB) (December 1987). We believe Mr. Knoepfelmacher’s experience makes him well qualified to serve as a director.

57Number and Terms of Office of Officers and Directors

~~Table~~Our board of ~~Contents~~directors currently consists of eight members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Mr. Barry Engle, Mr. Brian P. Brooks and Ms. Linda Rottenberg, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Mr. Hélio L. Magalhães and Mr. Ricardo Knoepfelmacher, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Messrs. Clifford M. Sobel, Mario Mello and John Bruno, will expire at the third annual general meeting.

~~Changes~~Only holders of Class B ordinary shares will have the right to appoint directors in ~~Internal~~any ~~Control~~general ~~over~~meeting ~~Financial~~held ~~Reporting~~prior to or in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint directors may be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.

~~10-K~~63

Item 9B.Table Otherof Information. Contents

~~None.~~Director Independence

~~Item 9C~~Nasdaq listing standards require that a majority of our board of directors be independent within one year of our initial public offering. ~~Disclosure~~An ~~Regarding~~“independent ~~Foreign~~director” ~~Jurisdictions~~is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder, stockholder or officer of an organization that ~~Prevent~~has ~~Inspections~~a relationship with the company). Our board of directors has determined that Ms. Rottenberg, Mr. Brooks, Mr. Engle, Mr. Bruno and Mr. Knoepfelmacher are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

~~Not~~Officer ~~Applicable.~~and Director Compensation

58None of our officers or directors have received any cash compensation for services rendered to us. Commencing May 4, 2021 through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team and other expenses and obligations of our sponsor. In addition, our sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

~~Table~~After the completion of ~~Contents~~our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

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

~~Item 10.~~64 ~~Directors, Executive Officers and Corporate Governance~~

DirectorsTable andof Executive Officers Contents

~~Our~~Committees ~~directors~~of ~~and~~the ~~executive~~Board ~~officers~~of ~~are~~Directors ~~currently as follows:~~

Name	Age	Position
Hélio L. Magalhães	70	Chief Executive Officer and Director
J. Douglas Smith	60	Chief Financial Officer
Clifford M. Sobel	72	Chairman of the Board
Scott Sobel	47	Director
Mario Mello	55	Director
Linda Rottenberg	53	Director
Barry L. Engle	58	Director
Brian P. Brooks	52	Director

Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Both our audit committee and our compensation committee are composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described below. The charter of each committee will be available on our website at https://www.valorlatitude.com.

~~Hélio~~Audit L.Committee ~~Magalhães, Chief Executive Officer and Director~~

~~Janeiro—PUC-Rio~~As of December 31, 2022, Ms. Rottenberg, Mr. Engle and Mr. Brooks serve as the members and Mr. Engle serves as chair of the audit committee. Ms. Rottenberg, Mr. Engle and Mr. Brooks are independent of and unaffiliated with our sponsor and our underwriters. Under Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent.

JEach of Ms. Rottenberg, ~~Douglas~~Mr. Engle ~~Smith~~and Mr. Brooks is financially literate and our board of directors has determined that each of Mr. Brooks, ~~Chief~~Ms. Rottenberg ~~Financial~~and ~~Officer~~Mr. Engle qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. On March 27, 2023, Mr. Bruno replaced Mr. Brooks as a member of the audit committee. Mr. Bruno is financially literate and independent of and unaffiliated with our sponsor and our underwriters.

J.We ~~Douglas~~have ~~(Doug)~~adopted ~~Smith~~an ~~has~~audit served as our CFO since February 2021. Since August 2011, Mr. Smith has served as CFO and Executive Vice President of Valor Capital Group, a growth equity and venture capital investment firm focused on United States and Brazil cross border opportunities. Mr. Smith serves on the investment committee ~~of the six investment funds managed by Valor Capital’s venture arm. Mr. Smith is also a Managing Director at Wesray Social Investments~~charter, ~~having~~which ~~worked~~will ~~for~~detail ~~Wesray and affiliates since May 1986, where he is a member of~~ the ~~investment~~principal ~~committee~~functions ~~and oversees private investments for its affiliates and the related family office. Mr. Smith also sits on the investment committee~~ of the ~~MCJ~~audit ~~Foundation and The Goldhirsh Foundation and until 2019 was on Board of Governors at the St. Joseph’s High School Foundation. From 2010 to March 2017~~committee, ~~Mr. Smith~~including: also served as an advisor to and assisted with the launch of the Collaborative Fund, a seed venture firm. Mr. Smith began his career at Price Waterhouse in August 1983 and continued at the firm through May 1986, during which time he earned his CPA license. Mr. Smith left Price Waterhouse as a Tax Senior before joining Wesray Capital. Corp. in May 1986. Mr. Smith holds a Bachelor of Arts degree in Economics/Accounting from the College of the Holy Cross (1983).

59• assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

~~Table~~• ofpre-approving ~~Contents~~all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the registered public accounting firm has with us in order to evaluate their continued independence;

~~Clifford~~• M.setting ~~Sobel~~clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, ~~Chairman~~at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the ~~Board~~independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

~~Clifford~~• M.meeting ~~Sobel~~to ~~has~~review ~~been~~and adiscuss ~~member of~~ our ~~Board~~annual ofaudited ~~Directors~~financial ~~since~~statements ~~February~~and ~~2021.~~quarterly ~~Since~~financial ~~2011,~~statements ~~Mr. Sobel~~with ~~has~~management ~~served~~and asthe ~~managing~~independent ~~Partner~~registered ofpublic ~~Valor~~accounting ~~Capital Group~~firm, aincluding ~~growth~~reviewing ~~equity~~our ~~and~~specific ~~venture~~disclosures ~~capital~~under ~~investment~~“Management’s ~~firm~~Discussion ~~focused on United States~~ and ~~Brazil~~Analysis ~~cross border opportunities. Since 2012, Mr. Sobel has served as partner~~ of ~~Related~~Financial ~~Brazil,~~Condition ~~a mixed use developer. From 1999 to 2001, Mr. Sobel was President~~ and ~~Chairman~~Results of ~~Net2Phone,~~Operations”; anreviewing ~~internet~~and ~~telephony~~approving ~~company.~~any ~~Mr. Sobel~~related ~~also~~party ~~serves~~transaction onrequired ~~the~~to ~~board~~be ofdisclosed ~~the~~pursuant ~~Council of the Americas (2016~~ to ~~present),~~Item ~~Council~~404 of ~~American~~Regulation ~~Ambassadors (2016~~S-~~Present)~~K ~~and~~promulgated ~~Christie’s~~by ~~Advisory Board for~~ the ~~Americas~~SEC ~~(2017~~prior to ~~present).~~us ~~Mr. Sobel~~entering ~~also~~into ~~served~~such ontransaction; ~~the board of Diamond Offshore Drilling (2011-2020),~~ and the board of Aegon (NYSE – AEG) (2006) and Alpinvest (2005-2006). Mr. Sobel has a Bachelor’s degree in management from New York University (1972). We believe Mr. Sobel’s extensive corporate, private venture capital and diplomatic experience makes him well qualified to serve as a director.

~~Scott~~• ~~Sobel~~reviewing with management, ~~Director~~the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

~~co-founder~~65

MarioTable Mello,of Director Contents

~~non-profit~~Compensation Committee

~~start-up~~Ms. Rottenberg and Mr. Engle serve as the members and Ms. Rottenberg serves as chair of the compensation committee. Under Nasdaq listing standards, all the directors on the compensation committee must be independent.

~~Linda~~We ~~Rottenberg~~have adopted a compensation committee charter, ~~Independent~~which ~~Director~~will detail the principal functions of the compensation committee, including:

~~Co-Founder~~• reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation;

~~co-invests~~• reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;

60• reviewing our executive compensation policies and plans;

~~Table~~• ofimplementing ~~Contents~~and administering our incentive compensation equity-based remuneration plans;

~~Barry~~• ~~Engle,~~assisting ~~Independent~~management ~~Director~~in complying with our proxy statement and annual report disclosure requirements;

~~Barry~~• ~~Engle~~approving ~~has~~all ~~served~~special ~~as a member of our Board of Directors since the completion of our initial public offering. Mr. Engle was the founder and CEO of Qell Acquisition Corp. (NASDAQ: QELL)~~perquisites, ~~which~~special ~~completed~~cash ~~its~~payments ~~business combination with Lilium N.V. (NASDAQ:LILM). Mr. Engle’s career has included operational, financial~~ and ~~managerial~~other ~~roles~~special ~~within~~compensation the international automotive sector, as well as growth-oriented companies across various industries. Mr. Engle spent five years in senior executive roles at General Motors Company (“GM”). From April 2019 through August 2020, Mr. Engle served as President of GM North America. In addition to his responsibilities for GM North America, Mr. Engle was Global Head of Chevrolet and ~~served~~benefit onarrangements the board of GM’s China joint venture. Before this, Mr. Engle served as the President of GM International. Mr. Engle joined GM in September 2015 as President of GM South America. Prior to joining GM, Mr. Engle spent time leading high growth, private equity and venture capital backed companies, serving as Chief Executive Officer of Agility Fuel Solutions and of European electric vehicle manufacturer Think EV. Before joining Think EV, Mr. Engle spent two years as President and CEO of New Holland Agricultural Equipment in Turin, Italy. Mr. Engle also spent a number of years with Ford Motor Company where he served as President & CEO of Ford Canada, President of Ford Brazil, and led U.S. Marketing for ~~the~~our ~~Ford~~officers brand. Mr. Engle holds a BA in Economics, with a minor in Spanish, from Brigham Young University as well as an MBA from The Wharton School at the University of Pennsylvania. Mr. Engle has also served on the National Advisory Council for the Marriott School of Business at Brigham Young University since 2006. We believe Mr. Engle’s experience with a publicly-traded special purpose acquisition company and significant knowledge and experience with growth-oriented companies across various industries, as well as his extensive experience serving in a number of executive positions and as a board member of other public companies, make him well qualified to serve as a director. employees;

~~Brian~~• P.producing ~~Brooks,~~a ~~Independent~~report ~~Director~~on executive compensation to be included in our annual proxy statement; and

3• reviewing,~~500-employee~~ evaluating and recommending changes, if appropriate, to the remuneration for directors.

~~Number~~Notwithstanding the foregoing, as indicated above, other than the payment to an affiliate of our sponsor of up to $10,000 per month, for up to 24 months, for office space, utilities, secretarial and ~~Terms~~administrative support, other expenses and obligations of ~~Office~~our sponsor and reimbursement of ~~Officers~~expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and ~~Directors~~recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

~~Our~~The ~~board~~charter ofalso ~~directors~~provides ~~currently~~that ~~consists~~the ofcompensation ~~six~~committee ~~members~~may, ~~and~~in isits ~~divided~~sole ~~into~~discretion, ~~three~~retain ~~classes~~or ~~with~~obtain ~~only~~the ~~one~~advice ~~class~~ of ~~directors~~a ~~being~~compensation ~~appointed in each year~~consultant, ~~and~~independent ~~with~~legal ~~each~~counsel ~~class~~or ~~(except~~other ~~for~~adviser ~~those~~and ~~directors~~will ~~appointed~~be ~~prior~~directly toresponsible ~~our~~for ~~first~~the ~~general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements~~appointment, wecompensation ~~are~~and ~~not~~oversight ~~required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term~~ of ~~office of~~ the ~~first~~work ~~class~~ of ~~directors,~~any ~~consisting~~such ~~of Mr~~adviser. ~~Barry~~ ~~Engle~~However, ~~Mr. Brian P.~~before ~~Brooks~~engaging ~~and~~or ~~Ms. Linda~~receiving ~~Rottenberg,~~advice ~~will~~from ~~expire~~a atcompensation ~~our~~consultant, ~~first~~external ~~annual~~legal ~~general~~counsel ~~meeting.~~or ~~The~~any ~~term~~other ofadviser, ~~office of~~ the ~~second~~compensation ~~class~~committee ~~of directors, consisting of Mr. Hélio L. Magalhães,~~ will ~~expire~~consider at the ~~second~~independence ~~annual general meeting. The term~~ of ~~office~~each ofsuch ~~the third class of directors~~adviser, ~~consisting~~including ofthe ~~Messrs.~~factors ~~Clifford~~required M.by ~~Sobel~~Nasdaq and ~~Mario Mello, will expire at~~ the ~~third annual general meeting~~SEC.

61Nominating and Corporate Governance Committee

~~Table~~As of ~~Contents~~December 31, 2022, the members of our nominating and corporate governance committee are Ms. Rottenberg and Mr. Brooks. As of December 31, 2022, Mr. Brooks serves as chair of the nominating and corporate governance committee. Under the Nasdaq listing standards, all the directors on the nominating and corporate governance committee must be independent. On March 27, 2023, Mr. Bruno replaced Mr. Brooks as a member and chair of the nominating and corporate governance committee.

~~Only~~66 holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint directors may be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.

DirectorTable Independenceof Contents

~~Nasdaq~~We ~~listing~~have ~~standards~~adopted ~~require that~~ a ~~majority~~nominating ofand ~~our~~corporate ~~board~~governance ofcommittee ~~directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who~~charter, inwhich ~~the~~will ~~opinion~~detail of the ~~company’s~~purpose ~~board~~and ofresponsibilities ~~directors, has no material relationship with the listed company (either directly or as a partner, shareholder, stockholder or officer~~ of ~~an organization that has a relationship with~~ the ~~company).~~nominating ~~Our~~and ~~board~~corporate ofgovernance ~~directors has determined that Ms. Rottenberg~~committee, ~~Mr. Brooks~~including: and Mr. Engle are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

~~Officer~~• identifying, screening and ~~Director~~reviewing ~~Compensation~~individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors;

~~out-~~• developing and recommending to the board of~~-pocket~~ directors and overseeing implementation of our corporate governance guidelines;

~~out~~• coordinating and overseeing the annual self-evaluation of~~-pocket~~ the board of directors, its committees, individual directors and management in the governance of the company; and

~~After~~• ~~the~~reviewing ~~completion~~on of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a ~~proposed~~regular ~~initial~~basis ~~business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to~~ our ~~directors~~overall orcorporate ~~members~~governance ofand ~~management.~~recommending Itimprovements isas unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and ~~director~~when ~~compensation~~necessary. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

WeThe docharter ~~not~~also ~~intend~~provides ~~to take any action to ensure~~ that ~~members of our management team maintain their positions with us after~~ the ~~consummation~~nominating ofand ~~our~~corporate ~~initial~~governance ~~business~~committee ~~combination~~may, ~~although~~in itits issole ~~possible~~discretion, ~~that~~retain ~~some~~ or ~~all~~obtain ofthe ~~our~~advice ~~officers~~of, and ~~directors~~terminate, ~~may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of~~ any ~~such~~search ~~employment~~firm ~~or consulting arrangements~~ to ~~retain~~be ~~their~~used ~~positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management~~ to ~~remain~~identify ~~with~~director uscandidates, ~~after~~and ~~the consummation of our initial business combination~~ will be adirectly ~~determining~~responsible ~~factor~~for inapproving ~~our~~the ~~decision~~search tofirm’s ~~proceed~~fees ~~with any potential business combination. We are not party to any agreements with our officers~~ and ~~directors~~other ~~that~~retention ~~provide for benefits upon termination of employment~~terms.

62We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

~~Table~~Compensation ofCommittee ~~Contents~~Interlocks and Insider Participation

~~Committees~~None of our officers currently serves, or in the ~~Board~~past year has served, as a member of ~~Directors~~the compensation committee of any entity that has one or more officers serving on our board of directors.

~~phase-in~~Section 16(a) Beneficial Ownership Reporting Compliance

~~10A-3~~Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that during the year ended December 31, 2022 there were no delinquent filers.

~~Audit~~Code ~~Committee~~of Ethics

~~Ms. Rottenberg,~~We ~~Mr. Engle~~have ~~and~~adopted ~~Mr. Brooks~~a ~~serve~~code asof ~~the~~ethics ~~members~~applicable to our directors, officers and ~~Mr. Engle~~employees ~~serves~~(our as“Code ~~chair~~of Ethics”). Our Code of ~~the~~Ethics ~~audit~~is ~~committee.~~available ~~Ms. Rottenberg,~~on Mrour website. ~~Engle~~ ~~and~~Our ~~Mr. Brooks~~Code ~~are~~of ~~independent~~Ethics is a “code of ~~and~~ethics,” ~~unaffiliated~~as ~~with~~defined ~~our~~in ~~sponsor~~Item ~~and~~406(b) ~~our~~of ~~underwriters~~Regulation S-K. ~~Under~~We ~~Nasdaq~~will ~~listing~~make ~~standards~~any ~~and~~legally ~~applicable~~required ~~SEC~~disclosures ~~rules~~regarding amendments to, ~~all~~or ~~the~~waivers ~~directors~~of, onprovisions ~~the~~of ~~audit~~our ~~committee~~Code ~~must~~of beEthics ~~independent~~on our website.

~~Each~~Conflicts of ~~Ms. Rottenberg,~~Interest Mr. Engle and Mr. Brooks is financially literate and our board of directors has determined that each of Mr. Engle, Ms. Rottenberg and Mr. Brooks qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

WeAll of our executive officers and certain of our directors have ~~adopted~~or anmay ~~audit~~have ~~committee~~fiduciary ~~charter,~~and contractual duties to certain companies in which ~~will~~they ~~detail~~have ~~the~~invested. ~~principal~~These ~~functions~~entities ofmay ~~the~~compete ~~audit~~with ~~committee~~us for acquisition opportunities. If these entities decide to pursue any such opportunity, ~~including:~~we may be precluded from pursuing it. However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination.

•Under ~~assisting~~Cayman ~~board~~Islands ~~oversight of (1) the integrity of our financial statements~~law, ~~(2)~~directors ~~our compliance with legal~~ and ~~regulatory~~officers ~~requirements,~~owe ~~(3) our independent registered public accounting firm’s qualifications and independence, and (4)~~ the ~~performance~~following offiduciary ~~our~~duties: internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

•(i) ~~pre-approving~~duty ~~all~~to ~~audit~~act ~~and~~in ~~non-audit~~good ~~services~~faith toin bewhat ~~provided by~~ the ~~independent~~director ~~registered public accounting firm~~ or ~~any~~officer ~~other~~believes ~~registered~~to ~~public~~be ~~accounting~~in ~~firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with~~ the ~~independent~~best ~~registered~~interests ~~public~~of ~~accounting firm all relationships~~ the ~~registered~~company ~~public~~as ~~accounting~~a ~~firm has with us in order to evaluate their continued independence~~whole;

•67 setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

•Table meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; andContents

63(ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

~~Table~~(iii) directors should not improperly fetter the exercise of ~~Contents~~future discretion;

•(iv) ~~reviewing~~duty ~~with~~to ~~management,~~exercise ~~the~~powers ~~independent~~fairly ~~registered public accounting firm, and our legal advisors,~~ as ~~appropriate,~~between ~~any~~different ~~legal,~~sections ~~regulatory~~of or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.shareholders;

~~Compensation~~(v) ~~Committee~~duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

~~Ms. Rottenberg,~~(vi) ~~Mr. Brooks~~duty ~~and~~to ~~Mr. Engle~~exercise ~~serve as the members and Ms. Rottenberg serves as chair of the compensation committee. Under Nasdaq listing standards, all the directors on the compensation committee must be~~ independent. judgment.

WeIn ~~have~~addition ~~adopted~~to the above, directors also owe a ~~compensation~~duty ~~committee~~of ~~charter,~~care which ~~will~~is ~~detail~~not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the ~~principal~~general ~~functions~~knowledge, skill and experience that may reasonably be expected of a person carrying out the ~~compensation~~same ~~committee,~~functions ~~including:~~as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

•As ~~reviewing~~set ~~and~~out ~~approving~~above, ondirectors anhave ~~annual~~a ~~basis~~duty ~~the~~not ~~corporate~~to ~~goals~~put themselves in a position of conflict and ~~objectives~~this ~~relevant~~includes toa ~~our~~duty ~~chief~~not ~~executive~~to ~~officer’s~~engage ~~compensation~~in self-dealing, ~~evaluating~~or ~~our~~to ~~chief~~otherwise ~~executive~~benefit ~~officer’s~~as ~~performance~~a result of their position. However, in ~~light~~some instances what would otherwise be a breach of ~~such~~this ~~goals~~duty ~~and~~can ~~objectives~~be forgiven and/or ~~determining~~authorized ~~and~~in ~~approving~~advance by the ~~remuneration~~shareholders ~~(if~~provided ~~any)~~

Filing Compare · Valor Latitude Acquisition Corp.