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: 001-41162

Ahren Acquisition Corp.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		98-1594455
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Boundary Hall, Cricket Square Grand Cayman		KY1-1102
(Address of Principal Executive Offices)		(Zip Code)

(646) 480-0033

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	AHRNU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 par value	AHRN	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	AHRNW	The Nasdaq Stock Market LLC

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

None

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-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. ☐

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

If securities are 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. ☐

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 12b-2 of the Exchange Act). Yes ☒ No ☐

~~The registrant~~As ~~was~~of ~~not a public company at~~ June 30, ~~2021,~~2022 the last business day of the registrant’s most recently completed second fiscal quarter, ~~and therefore it cannot calculate~~ the ~~aggregate~~closing ~~market~~price ~~value~~ of ~~its~~the ~~voting~~registrant’s ~~and~~Class ~~non-voting~~A ~~shareholders’ equity~~common ~~held~~stock bywas ~~non-affiliates at such date~~$9.92 ~~The~~and ~~registrant’s Units began trading on~~ the ~~Nasdaq~~closing ~~Global~~price ~~Market~~of ~~(“Nasdaq”) on December 15, 2021 and~~ the registrant’s ~~ordinary~~Units ~~shares~~was ~~began separate trading on Nasdaq on February 4, 2022~~$10.00. The aggregate market value of ~~the~~units ~~registrant’s ordinary shares~~ outstanding, other than shares held by persons who may be deemed affiliates of the registrant, at ~~December 31, 2021,~~ computed by reference to the closing price of the Units ~~reported~~ on ~~Nasdaq~~June on30, ~~such date~~2022, as reported on Nasdaq was $299,998,000.

As of March 3031, ~~2022~~2023, there were 29,999,800 Class A Ordinary Shares, par value $0.0001, issued and outstanding, and 7,499,950 Class B ordinary shares, $0.0001 par value, issued and outstanding.

Documents Incorporated by Reference: None.

Table of Contents

		Page
PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	4648
Item 2.	Properties	4648
Item 3.	Legal Proceedings	4648
Item 4.	Mine Safety Disclosures	4648
PART II		4749
Item 5.	Market for Registrant’s Shareholders’ equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	4749
Item 6.	[Reserved]	4850
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4850
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5556
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5657
Item 9A.	Controls and Procedures	5657
Item 9B.	Other Information	5657
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevents Inspections	5657
PART III		5758
Item 10.	Directors, Executive Officers and Corporate Governance	5758
Item 11.	Executive Compensation	6672
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	6773
Item 13.	Certain Relationships and Related Transactions, and Director Independence	7076
Item 14.	Principal Accounting Fees and Services	7278
PART IV		7379
Item 15.	Exhibits, Financial Statement Schedules	7379

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this annual report on Form 10-K (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 or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:

	●	our ability to select an appropriate target business or businesses;

	●	our ability to complete our initial business combination;

	●	our expectations around the performance of the prospective target business or businesses;

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

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

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

	●	our pool of prospective target businesses;

	●	the adverse impacts of the COVID-19 outbreak and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) on our ability to consummate an initial business combination;

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

	●	our public securities’ potential liquidity and trading;

	●	the lack of a market for our securities;

	●	the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

	●	the trust account not being subject to claims of third parties; or

	●	our financial performance.

The forward-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 under the section of this Annual Report entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

PART I

References in this Annual Report to “we,” “us” or the “Company” refer to Ahren Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to AACS LP, a Cayman Islands limited partnership. References to our “initial shareholders” are to the holders of our Class B ordinary shares prior to our initial public offering.

Item 1. Business.

Introduction

We are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). Our Sponsor is an affiliate of Ahren LP, or Ahren. Ahren is an investment fund that seeks to make transformative investments in companies that will penetrate or create large markets within and among four domains of interest and on a global stage. Ahren was founded in 2017 by technology and disruptive healthcare investor and Founding & General Partner Alice Newcombe-Ellis, alongside co-founding Science Partners that have founded companies and/or whose inventions and technologies are today valued in excess of $100 billion combined. Alice Newcombe-Ellis acts as our Chief Executive Officer.

We are motivated to achieve exceptional returns for investors by identifying and completing an Initial Business Combination with a high growth, domain leading company fueled by breakthrough deep technology and/or deep science. The companies that we target are expected to have the potential to be disruptive and primed for explosive growth and that can change the world for the better, while establishing a position of technological dominance. We ~~believe we~~ are ~~well~~pursuing ~~positioned to pursue~~ Initial Business Combination opportunities within our four domains of interest: Planet & Efficient Energy; Brain & Artificial Intelligence; Genetics & Platform Technologies; and Space, Robotics & Physics.

We believe that we provide: (i) privileged access to valuable target opportunities with a management team that is highly motivated to engage with our team; (ii) capability to properly diligence and help ensure a strong, credible transaction; and (iii) the ability to add meaningful long-term value post-transaction and the ability to attract an investor group with the same values.

While we may pursue an Initial Business Combination opportunity in any geography, we will seek to identify differentiated opportunities. In Europe and the UK, where deep technology and deep science are very strong, enterprise valuations are in many cases currently attractive relative to other global locations.

We have reviewed, and continue to review, a number of opportunities to enter into an Initial Business Combination, but we are not able to determine at this time whether we will complete an Initial Business Combination with any of the target businesses that we have reviewed or with any other target business. We also have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash.

On December 17, 2021, we consummated our initial public offering (the “Initial Public Offering”) of 29,999,800 units (the “Units”), including the issuance of 2,499,800 Units as a result of the underwriter’s partial exercise of its over-allotment option. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares” or “Public Shares”) and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (the “Public Warrants”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $299,998,000.

Simultaneously with the consummation of the Initial Public Offering, we completed the private sale (the “Private Placement”) of an aggregate of 15,249,920 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) to AACS LP (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $15,249,920.

Prior to the consummation of the Initial Public Offering, on April 12, 2021, we issued an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), to to the Sponsor for an aggregate purchase price of $25,000. On July 31, 2021, the Sponsor transferred 50,000 Founder Shares to each of ~~Jeremy~~ Jeremy Darroch, Kathleen Hughes, Uwe Krüger and BDTCP Investments 2018, LLC (an affiliate of Donald McLellan), resulting in the Sponsor holding 6,987,500 Founder Shares. On December 14, 2021, we effected a 1.1 to 1 share recapitalization with respect to our Founder Shares, as a result of which, each of Jeremy Darroch, Kathleen Hughes, Uwe Krüger and BDTCP Investments 2018, LLC hold 55,000 Founder Shares and the Sponsor held 7,686,250 Founder Shares. Up to 1,031,250 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the ~~underwriters’~~underwriter's over-allotment option was exercised. In connection with the ~~underwriters~~underwriter’s partial ~~exercise~~ exercise of their over-allotment option on December 17, 2021, the Sponsor forfeited 406,300 Founder Shares and the remaining 624,950 Founder ~~Shares~~ Shares ceased to be subject to forfeiture, resulting in the Sponsor holding 7,279,950 Founder Shares.

A total of $305,997,960, comprised of $293,998,040 of the proceeds from the Initial Public Offering (which amount ~~includes~~included $10,499,930 of the ~~underwriters~~underwriter’s deferred discount) and $11,999,920 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account (the “Trust Account”) at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

The funds held in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations until the earlier of: (i) the consummation of an Initial Business Combination or (ii) the distribution of the Trust Account.

As of December 31, ~~2021~~2022, there was $~~305~~310,~~997~~032,~~960~~215 in marketable securities held in the Trust Account. $2726,~~156,137~~520 of cash is held outside the Trust Account, available for working capital needs. The Company is a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

Effecting Our Initial Business Combination

General

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate our Initial Business Combination using cash held in the Trust Account, 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.

If our Initial Business Combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our Initial Business Combination or used for redemptions of our Class A Ordinary Shares, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our Initial Business Combination, to fund the purchase of other companies or for working capital.

Selection of a Target Business and Structuring of Our Initial Business Combination

While we may pursue an Initial Business Combination target in any industry, ~~we intend to focus~~ our search onfor Initial Business Combination opportunities is focused within our four domains of interest: Planet & Efficient Energy; Brain & Artificial Intelligence; Genetics & Platform Technologies; and Space, Robotics & Physics. Our amended and restated memorandum and articles of association (as amended on December 14, 2021, our “Amended and Restated Memorandum and Articles of Association”) prohibits us from entering into an Initial Business Combination with another blank check company or a similar company with nominal operations.

Nasdaq rules require that we must complete one or more Initial 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~~commission 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. 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 the Financial Industry Regulatory Authority (“FINRA”) or another independent entity that commonly renders valuation opinions 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. Additionally, pursuant to Nasdaq rules, any Initial Business Combination must be approved by a majority of our independent directors.

We anticipate structuring our Initial Business Combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our Initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such Initial 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 (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 Initial Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the Initial 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 Initial Business Combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

In 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, clinical, scientific, IP, 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 Initial Business Combination transaction.

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

We are not prohibited from pursuing an Initial Business Combination with a target that is affiliated with our Sponsor, officers or directors, or from completing the Initial Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors. In the event we seek to complete an Initial Business Combination with a target that is affiliated (as defined in our Amended and Restated Memorandum and Articles of Association) with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly renders valuation opinions stating that the consideration to be paid by us in such an Initial Business Combination is fair to our Company from a financial point of view. We are not required to obtain such an opinion in any other context.

Redemption Rights for Public Shareholders upon Completion of our Initial Business Combination

We will provide the holders of our Public Shares (our “Public Shareholders”) with the opportunity to redeem all or a portion of their Public 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 at such time is anticipated to be approximately $10.2033 per Public Share. The per share amount we will distribute to Public Shareholders who properly redeem their Public Shares will not be reduced by ~~the~~any deferred underwriting commissions we ~~will~~ pay to the ~~underwriters~~underwriter. Our Sponsor, officers, directors and other initial shareholders 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.

Submission of our Initial Business Combination to a Shareholder Vote

In the event that we seek shareholder approval of our Initial Business Combination, we will distribute proxy materials and, in connection therewith, provide our Public Shareholders with the redemption rights described above upon completion of the Initial Business Combination.

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 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 one-third of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our Sponsor, officers, directors and other initial shareholders will count toward this quorum and, pursuant to the letter agreement, our Sponsor, officers, directors and other initial shareholders have agreed to vote their Founder 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. In addition, our initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Initial Business Combination.

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, initial shareholders, directors, officers, advisors or their affiliates may purchase Public 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. There is no limit on the number of Public Shares our Sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited under the Exchange Act.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. 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.

The purpose of any such purchases of Public Shares could be to vote such Public Shares in favor of the Initial Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Initial Business Combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our Initial Business Combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of Public Warrants could be to reduce the number of Public Warrants outstanding or to vote such Public Warrants on any matters submitted to the warrant holders for approval in connection with our Initial 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. In addition, if such purchases are made, the public “float” of our Class A Ordinary Shares or Public Warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Conduct of Redemptions Pursuant to Tender Offer Rules

If we conduct redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our Initial Business Combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on Public Shareholders not tendering more than the number of Public Shares we are permitted to redeem. If Public Shareholders tender more Public Shares than we have offered to purchase, we will withdraw the tender offer and not complete the Initial Business Combination.

Upon the public announcement of our Initial Business Combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Public Shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

Limitation on Redemption upon Completion of our Initial Business Combination if we Seek Shareholder Approval

If we seek shareholder approval of our Initial Business Combination and we do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer rules, our Amended and Restated Memorandum and Articles of Association provide that a Public Shareholders, 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 the Initial Public Offering without our prior consent (the “Excess Shares”). We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed Initial Business Combination as a means to force us or our management to purchase their Public 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 Public Shares could threaten to exercise its redemption rights if such holder’s Public 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 Public Shares without our prior consent, we believe we will limit the ability of a small group of Public Shareholders to unreasonably attempt to block our ability to complete our Initial Business Combination, particularly in connection with an Initial 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 Public Shareholders’ ability to vote all of their Public Shares (including Excess Shares) for or against our Initial Business Combination.

Redemption of Public Shares and Liquidation if No Initial Business Combination

Our Amended and Restated Memorandum and Articles of Association provide that we will have only (i) 18 months from the closing of our Initial Public Offering to consummate an Initial Business Combination or (ii) such other time period in which we must complete an Initial Business Combination pursuant to an amendment to our Amended and Restated Memorandum and Articles of Association (the “Completion Window”). If we are unable to complete 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 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 Completion Window.

Competition

In identifying, evaluating and selecting a target business for our Initial Business Combination, we may encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash to our Public Shareholders who exercise their redemption rights may reduce the resources available to us for our Initial Business Combination and our issued and outstanding Warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an Initial Business Combination.

Employees

We currently have three officers: Alice Newcombe-Ellis, Elliot Richmond and Sir Shankar Balasubramanian. 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 combination process we are in. We do not intend to have any full time employees prior to the completion of our Initial Business Combination.

Available Information

We are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in a Current Report on Form 8-K. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our website is located at https://www.ahrenacq.com and our investor relations website is located at https://www.ahrenacq.com/investor-relations. We provide a link through our investor relations website to the section of the SEC’s website at www.sec.gov., that has all of the reports that we file or furnish with the SEC. In addition, the Company will provide copies of these documents without charge upon request from us in writing at Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands or by telephone at (646) 480-0033.

Further, corporate governance information, including our code of ethics, audit committee charter, compensation committee charter, insider trading policy and related party transaction policy, is also available on our investor relations website. The contents of our websites are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

Item 1A. Risk Factors.

An 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 Form 10-K, before making an investment decision in our Units, Public Shares or Public Warrants. 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.

Risk Factor Summary

● The Company anticipates that the cash held outside of the Trust Account as of December 31, 2022 will not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Accordingly, there is substantial doubt about our ability to continue as a “going concern.” ● We have identified a material weakness in our internal control over financial reporting and may identify additional material weakness in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations. ● We are 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.

●

Our 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.

●

Your only opportunity to effect your investment decision regarding a potential Initial Business Combination may be limited to the exercise of your right to redeem your Public Shares from us for cash.

●

If we seek shareholder approval of our Initial Business Combination, our Sponsor, other initial shareholders and management team have agreed to vote in favor of such Initial Business Combination, regardless of how our Public Shareholders vote.

●

The ability of our Public Shareholders to redeem their Public Shares for cash may make our financial condition unattractive to potential Initial Business Combination targets, which may make it difficult for us to enter into an Initial Business Combination with a target.

● ~~The~~Unlike ~~ability~~some ofother ~~our~~similar ~~Public~~blank ~~Shareholders~~check tocompanies, ~~exercise~~we ~~redemption~~will ~~rights~~have ~~with~~only ~~respect~~18 months to aconsummate ~~large~~an ~~number~~Initial ofBusiness Combination. The requirement that we complete our ~~Public~~Initial ~~Shares~~Business Combination within the Completion Window may ~~not~~give ~~allow~~potential target businesses leverage over us toin ~~complete~~negotiating an Initial Business Combination and may limit the ~~most~~time ~~desirable~~we have in which to conduct due diligence on potential targets, which could undermine our ability to complete our Initial Business Combination oron ~~optimize~~terms ~~our~~that ~~capital~~would ~~structure~~produce value for our shareholders.

● ~~Unlike~~Our ~~some~~search ~~other~~for ~~similar blank check companies, we will have only 18 months to consummate~~ an Initial Business Combination., ~~The~~and ~~requirement~~any ~~that we complete our Initial Business Combination within the Completion Window may give potential~~ target ~~businesses~~business ~~leverage~~with ~~over~~which uswe inultimately ~~negotiating~~consummate an Initial Business Combination, ~~and~~ may ~~limit~~be ~~the~~materially ~~time~~adversely weaffected ~~have~~by incertain ~~which~~global toevents ~~conduct~~such ~~due~~as ~~diligence~~the onconflict ~~potential targets,~~ in ~~particular as we approach our dissolution deadline~~Ukraine, ~~which~~the ~~could~~ongoing ~~undermine~~coronavirus ~~our~~(COVID-19) ~~ability~~pandemic toand ~~complete~~the ~~our~~status ~~Initial~~of ~~Business~~debt ~~Combination~~and onequity ~~terms~~markets, ~~that~~as ~~would~~well ~~produce~~as ~~value~~protectionist ~~for~~legislation in our ~~shareholders~~target markets.

● ~~Our~~If ~~search~~we ~~for~~seek anshareholder approval of our Initial Business Combination, ~~and~~our ~~any~~Sponsor, ~~target~~other ~~business~~initial ~~with~~shareholders, ~~which~~directors, weofficers, ~~ultimately~~advisors ~~consummate~~and antheir ~~Initial~~affiliates ~~Business~~may ~~Combination,~~elect ~~may~~to bepurchase ~~materially~~Public ~~adversely~~Shares ~~affected~~or byPublic ~~the~~Warrants ~~ongoing~~from ~~coronavirus~~Public ~~(COVID-19)~~Shareholders, ~~pandemic~~which ~~and~~may ~~the~~influence ~~status~~a ofvote ~~debt~~on ~~and~~a ~~equity~~proposed ~~markets,~~Initial asBusiness ~~well~~Combination asand ~~protectionist~~reduce ~~legislation~~the inpublic “float” of our ~~target~~Public ~~markets~~Shares or Public Warrants.

● If we seek shareholder approval of our Initial Business Combination, our Sponsor, other initial shareholders, directors, officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants from Public Shareholders, which may influence a vote on a proposed Initial Business Combination and reduce the public “float” of our Public Shares or Public Warrants.7

●

If a Public 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 Public Shares, such Public Shares may not be redeemed.

● You are not entitled to protections normally afforded to investors of some other blank check companies. ● If we seek shareholder approval of our Initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A Ordinary Shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A Ordinary Shares. ● As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our Initial Business Combination and could even result in our inability to find a target or to consummate an Initial Business Combination. ● Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our Initial Business Combination. If we 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.

	●	You are not entitled to protections normally afforded to investors of some other blank check companies.

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

7● Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our Initial Business Combination. If we 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.

● If the funds available to us outside of the Trust Account are insufficient to allow us to operate for at least the remaining duration of the Completion Window, it could limit the amount available to fund our search for a target business or businesses and complete our Initial Business Combination~~, and we will depend on loans from our Sponsor or management team to fund our search and to complete our Initial Business Combination~~. ● The nominal purchase price paid by our initial shareholders for the Founder Shares may significantly dilute the implied value of your Public Shares in the event we complete an Initial Business Combination. In addition, the value of the initial shareholders’ Founder Shares will be significantly greater than the amount our initial shareholders paid to purchase such Founder Shares in the event we complete an Initial Business Combination, even if the Initial Business Combination causes the trading price of our Class A Ordinary Shares to materially decline.

●

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

●

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

●

Nasdaq 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.

●

Past performance by our management team, Ahren’s Science Partners, and their respective 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.

●

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.

●

We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.

●

We may re-register in another jurisdiction in connection with our Initial Business Combination and such re-registration may result in taxes imposed on shareholders or warrant holders.

● An investment in the Company may result in uncertain U.S. federal income tax consequences. ● Our Initial Business Combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As a result of our Initial Business Combination, our tax obligations may be more complex, burdensome and/or uncertain.

~~Risks Relating to our Search for, and Consummation of or Inability to Consummate, an Initial Business Combination~~8

~~Our Public~~Risks ~~Shareholders~~Relating ~~may not be afforded an opportunity~~ to ~~vote on~~ our ~~proposed~~Search ~~Initial Business Combination~~for, and ~~even if we hold a vote,~~Consummation ~~holders~~ of ~~our~~or ~~Founder~~Inability ~~Shares~~to ~~will participate in such vote~~Consummate, ~~which~~an ~~means we may complete our~~ Initial Business Combination ~~even though a majority of our Public Shareholders do not support such a combination.~~

~~We may~~The ~~choose~~Company ~~not~~anticipates tothat ~~hold~~the acash ~~shareholder~~held ~~vote~~outside toof ~~approve our Initial Business Combination unless~~ the ~~Initial~~Trust ~~Business Combination would require~~Account ~~shareholder~~as ~~approval~~of ~~under~~December ~~applicable law or stock exchange listing requirements. In such case~~31, ~~the~~2022 ~~decision as to whether we~~ will ~~seek shareholder~~not ~~approval~~be ofsufficient ato ~~proposed Initial Business Combination or will~~ allow ~~shareholders~~the toCompany ~~sell their Public Shares~~ to usoperate infor aat ~~tender offer~~least ~~will~~the benext ~~made~~12 bymonths ~~us,~~from ~~solely in our discretion, and will be based on a variety of factors, such as~~ the ~~timing~~issuance of the ~~transaction~~ ~~and~~financial ~~whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval~~statements, ~~the~~ ~~holders~~assuming ofthat ~~our~~a ~~Founder~~Business ~~Shares~~Combination ~~will~~is ~~participate~~not inconsummated ~~the~~during ~~vote~~that ~~on such approval~~time. Accordingly, wethere ~~may~~is ~~complete~~substantial ~~our Initial Business Combination~~doubt ~~even~~about ~~if holders of a majority of~~ our ~~ordinary~~ability ~~shares~~to docontinue ~~not~~as ~~approve~~a of“going ~~the Initial Business Combination we complete~~concern.”

8As of December 31, 2022, we have incurred and expect to continue to incur costs in pursuit of our financing and acquisition plans. We cannot assure you that we will have sufficient liquidity to fund the working capital needs of the Company until the liquidation date and/or through twelve months from the issuance of this report. Management’s plans to address this need for capital are discussed in the section of this Annual Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If we are unable to raise additional funds to alleviate liquidity needs and complete a business combination by June 17, 2023, then we will cease all operations except for the purpose of liquidating. Our plans to raise capital and to consummate our initial business combination may not 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 report do not include any adjustments that might result from our inability to continue as a going concern.

~~Your~~We ~~only~~have ~~opportunity~~identified toa ~~effect~~material ~~your~~weakness ~~investment~~in ~~decision~~our ~~regarding~~internal acontrol ~~potential~~over ~~Initial~~financial ~~Business~~reporting ~~Combination~~and may beidentify ~~limited~~additional tomaterial weakness in the ~~exercise~~future ofor ~~your~~otherwise ~~right~~fail to ~~redeem~~maintain an ~~your~~effective ~~Public~~system ~~Shares from~~of internal controls, which may result in material misstatements of our financial statements or cause us ~~for~~to ~~cash~~fail to meet our periodic reporting obligations.

~~Since~~We ~~our~~are ~~board~~required ofto ~~directors~~comply ~~may~~with ~~complete~~the ~~an Initial~~Securities ~~Business~~and ~~Combination~~Exchange ~~without~~Commission’s ~~seeking~~(“SEC”) ~~shareholder~~rules ~~approval,~~implementing ~~Public~~Sections ~~Shareholders~~302 ~~may~~and ~~not~~404 ~~have~~of ~~the~~The ~~right~~Sarbanes-Oxley orAct ~~opportunity~~(“SOXA”), which require management to ~~vote~~certify financial and other information in our quarterly and annual reports and provide an annual management report on the ~~Initial~~effectiveness of controls over financial reporting. Effective internal control over financial reporting is necessary for ~~Business~~us ~~Combination~~to provide reliable and timely financial reports and, ~~unless~~together wewith ~~seek~~adequate disclosure controls and procedures, are designed to reasonably detect and prevent fraud. We are also required to report any material weakness in such ~~shareholder~~internal ~~vote~~control. ~~Accordingly~~A material weakness is a deficiency, or ~~your~~a ~~only~~combination ~~opportunity~~of todeficiencies, ~~effect~~in ~~your~~internal ~~investment~~control ~~decision~~over ~~regarding~~financial reporting such that there is a reasonable possibility that a material misstatement of our ~~Initial~~financial ~~Business~~statements ~~Combination~~will ~~may~~not be ~~limited~~prevented toor ~~exercising~~detected ~~your~~on ~~redemption~~a ~~rights~~timely ~~within~~basis. In connection with the ~~period~~audit of ~~time~~our ~~(which~~financial statements ~~will~~for bethe atfiscal ~~least~~year ended December 31, 2022, our principal executive officer and principal financial and accounting officer 20concluded ~~business~~that ~~days)~~during ~~set~~the ~~forth~~period incovered by this report, our ~~tender~~disclosure ~~offer~~controls ~~documents~~and ~~mailed~~procedures were not effective due to ~~our~~material ~~Public~~weakness in ~~Shareholders~~internal controls over financial reporting related to inaccurate accounting. Management identified errors in ~~which~~its wefinancial ~~describe~~statements related ~~our~~to ~~Initial~~the ~~Business~~presentation of the reinvestment of dividends and interest in marketable securities from the trust account within operating ~~Combination~~activities in the cash flow statement instead of within investing activities.

IfTo weaddress ~~seek~~this ~~shareholder~~material ~~approval~~weakness, management plans to devote, significant effort and resources to the remediation and improvement of ~~our~~its ~~Initial~~internal control over financial reporting and to provide processes and ~~Business~~controls ~~Combination,~~over ~~our~~the ~~Sponsor,~~internal ~~other~~communications ~~initial~~within ~~shareholders~~the Company, financial advisors and ~~management~~independent ~~team~~registered public accounting firm. While we have ~~agreed~~processes to ~~vote~~identify inand ~~favor~~appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of ~~such~~the ~~Initial~~nuances ~~Business~~of accounting standards that apply to our financial statements. We plan to include ~~Combination~~providing enhanced access to accounting literature, ~~regardless~~research ofmaterials ~~how~~and documents and increased communication among our ~~Public~~personnel ~~Shareholders~~and third-party ~~vote~~professionals with whom we consult. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

~~Our~~We plan ~~Sponsor~~to implement changes to remediate this material weakness, we cannot predict the success of such plan or the outcome of our assessment of this plan at this time. If our steps are insufficient to successfully remediate the material weakness and ~~other~~otherwise ~~initial~~establish ~~shareholders~~and ~~currently~~maintain an effective system of internal control over financial reporting, ~~own~~the ~~20%~~reliability of our ~~issued~~financial reporting, investor confidence in us, and ~~outstanding~~the ~~ordinary~~value ~~shares~~of our common stock could be materially and adversely affected. We can give no assurance that this implementation will remediate this deficiency in internal control or that additional material weakness in our internal control over financial reporting will not be identified in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements or cause us to fail to meet our periodic reporting obligations.

~~Our~~For ~~Sponsor,~~as ~~other~~long ~~initial~~as 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~~are ~~shareholder approval of~~ an ~~Initial~~“emerging ~~Business Combination, such Initial Business Combination~~growth ~~will~~company” ~~be approved if we receive an ordinary resolution~~ under ~~Cayman~~The ~~Islands~~Jumpstart 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, we would need 11,249,926, or 37.5% (assuming all issued and outstanding shares are voted) of the 29,999,800 Public Shares to be voted in favor of an Initial Business Combination in order to have our Initial Business Combination approved (assuming the parties to the letter agreement do not acquire any Class A Ordinary Shares). Our ~~anchor investors purchased 7,725,000 Units in our Initial Public Offering at a purchase price of $10.00 per Unit. If such anchor investors vote their Public Shares in favor of our Initial~~ Business ~~Combination,~~Startup weAct ~~would need 3,524,926, or 11.7%,~~ (~~assuming~~“JOBS ~~all issued and outstanding shares are voted~~Act”), ~~of the remaining 22,274,800 Public Shares to be voted in favor of~~ our ~~Initial~~independent ~~Business~~registered ~~Combination~~public inaccounting ~~order to have our Initial Business Combination approved (assuming~~firm ~~the~~will ~~parties to the letter agreement do~~ not ~~acquire~~be ~~any~~required ~~Class A Ordinary Shares). However, because our anchor investors were not and are not obligated~~ to ~~continue~~attest ~~owning any Public Shares following the closing of our Initial Public Offering and are not obligated~~ to ~~vote any Public Shares in favor of our Initial Business Combination, we cannot assure you that any of these anchor investors are shareholders as of~~ the ~~date~~effectiveness of ~~this Annual Report or will be shareholders at the time~~ our ~~shareholders~~internal ~~vote~~control onover ~~our~~financial ~~Initial~~reporting ~~Business~~pursuant ~~Combination, and, if they are shareholders, we cannot assure you as~~ to ~~how~~Section ~~such anchor investors will vote on any Initial Business Combination~~404. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our Amended and Restated Memorandum and Articles of Association, vote their ordinary shares at a general meeting of the Company, we will not need any Public Shares in addition to our Founder Shares to be voted in favor of an Initial Business Combination in order to approve an Initial Business Combination. Accordingly, if we seek shareholder approval of our Initial Business Combination, the agreement by our Sponsor, other initial shareholders and management team to vote in favor of our Initial Business Combination will increase the likelihood that an ordinary resolution will be passed, being the requisite shareholder approval for such Initial Business Combination.

The ability of our Public Shareholders to redeem their Public Shares for cash may make our financial condition unattractive to potential targets, which may make it difficult for us to enter into an Initial Business Combination transaction with a target.9

~~We may~~Our seek to enter into an Initial Business Combination transaction agreement with 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. If too many Public Shareholders ~~exercise~~may ~~their redemption rights, we would~~ not be ~~able to meet such~~afforded ~~closing~~an ~~condition~~opportunity ~~and, as a result, would not be able~~ to ~~proceed~~vote ~~with~~on ~~the~~our proposed Initial Business Combination~~. Furthermore~~, inand noeven ~~event~~if ~~will~~ we ~~redeem~~hold ~~our~~a ~~Public~~vote, ~~Shares~~holders inof ~~an amount that would cause~~ our ~~net~~Founder ~~tangible~~Shares ~~assets~~will ~~to be less than $5,000,001. Consequently, if accepting~~participate ~~all~~in ~~properly~~such ~~submitted redemption requests would cause our net tangible assets to be less than $5~~vote,~~000,001~~ orwhich ~~such~~means ~~greater amount necessary to satisfy a condition as described above,~~ we ~~would not proceed with such redemption and the related Initial Business Combination and~~ may ~~instead~~complete ~~search~~our ~~for an alternate~~ Initial Business Combination. ~~Prospective~~even ~~targets~~though ~~will~~a bemajority ~~aware~~ of ~~these~~our ~~risks~~Public ~~and,~~Shareholders ~~thus,~~do ~~may~~not besupport ~~reluctant~~such toa ~~enter into an Initial Business Combination transaction with us~~combination.

9We may choose not to hold a shareholder vote to approve our Initial Business Combination unless the Initial 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 Initial Business Combination or will allow shareholders to sell their Public Shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. 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 if holders of a majority of our ordinary shares do not approve of the Initial Business Combination we complete.

~~The ability~~Your ofonly ~~our~~opportunity ~~Public Shareholders~~ to ~~exercise~~effect ~~redemption~~your ~~rights~~investment decision ~~with~~regarding ~~respect to~~ a ~~large~~potential ~~number~~Initial ofBusiness ~~our~~Combination ~~Public Shares~~ may ~~not~~be ~~allow~~limited us to ~~complete~~ the ~~most~~exercise ~~desirable~~of ~~Initial~~your ~~Business~~right ~~Combination~~to orredeem ~~optimize~~your ~~our~~Public ~~capital~~Shares from ~~structure~~us for cash.

AtSince ~~the~~our ~~time~~board weof ~~enter~~directors ~~into~~may complete an ~~agreement for our~~ Initial Business Combination, wewithout ~~will~~seeking ~~not~~shareholder ~~know~~approval, ~~how~~Public ~~many~~Shareholders ~~shareholders~~ may ~~exercise~~not ~~their~~have ~~redemption~~the ~~rights,~~right ~~and~~or ~~therefore~~opportunity ~~will need~~ to ~~structure~~ ~~the~~vote ~~transaction based~~ on ~~our expectations as to~~ the ~~number of Public Shares that will be submitted for redemption. If our~~ Initial Business Combination ~~agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price~~, orunless ~~requires us to have a minimum amount of cash at closing,~~ we ~~will~~seek ~~need to reserve a portion of the cash in the Trust Account to meet~~ such ~~requirements, or~~shareholder ~~arrange for third party financing~~vote. ~~In addition~~Accordingly, ifyour aonly ~~larger~~opportunity ~~number of Public Shares are submitted for redemption than we initially expected, we may need~~ to ~~restructure~~effect ~~the~~your ~~transaction~~investment todecision ~~reserve a greater portion of the cash in the Trust Account or arrange for third~~regarding ~~party~~our ~~financing.~~Initial ~~Raising~~Business ~~additional~~Combination ~~third party financing~~ may ~~involve~~be ~~dilutive~~limited ~~equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase~~ to ~~the~~exercising ~~extent~~your ~~that~~redemption ~~the~~rights ~~anti-dilution provision~~within of the ~~Founder~~period ~~Shares results 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(which ~~our Initial Business Combination. In addition, the amount of the deferred underwriting commissions payable to the underwriter~~ will ~~not~~ be ~~adjusted~~at ~~for~~least 20 ~~any~~business ~~Public~~days) ~~Shares~~set ~~that~~forth ~~are redeemed~~ in ~~connection~~our ~~with~~tender anoffer ~~Initial~~documents ~~Business~~mailed ~~Combination. The per share amount we will distribute~~ to our Public Shareholders ~~who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held~~ in ~~the~~which ~~Trust~~we ~~Account~~describe ~~will continue to reflect~~ our ~~obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable~~ Initial Business ~~Combination~~ ~~available to us or optimize our capital structure~~Combination.

~~The~~If ~~ability~~we ofseek ~~our~~shareholder ~~Public~~approval ~~Shareholders~~of toour Initial ~~exercise~~Business ~~redemption~~Combination, ~~rights~~our ~~with~~Sponsor, ~~respect~~other toinitial ashareholders ~~large~~and ~~number~~management ofteam ~~our~~have ~~Public~~agreed ~~Shares~~to ~~could~~vote ~~increase~~in ~~the~~favor ~~probability~~of ~~that~~such ~~our~~ Initial Business Combination, ~~would~~regardless beof ~~unsuccessful~~how ~~and~~our ~~that you would have to wait for liquidation in order to redeem your~~ Public ~~Shares~~Shareholders vote.

~~If our~~Our ~~Initial~~Sponsor ~~Business~~and ~~Combination~~other ~~agreement~~initial ~~requires~~shareholders ~~us to use a portion of the cash in the Trust Account to pay the purchase price, or~~currently ~~requires~~own us20% ~~to have a minimum amount~~ of ~~cash at closing, the probability that~~ our ~~Initial~~issued ~~Business~~and ~~Combination~~outstanding ~~would~~ordinary ~~be unsuccessful is increased~~shares. 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 Public Shares in the open market; however, at such time our Public 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 Public Shares in the open market.

~~Unlike~~Our ~~some~~Sponsor, other ~~similar~~initial ~~blank~~shareholders ~~check~~and ~~companies~~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 ~~have~~receive ~~only~~an 18ordinary ~~months~~resolution ~~from~~under Cayman Islands law, which requires the ~~closing~~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~~initial shareholders’ Founder Shares, we would need 11,249,926, or 37.5% (assuming all issued and outstanding shares are voted) of the 29,999,800 Public ~~Offering~~Shares to ~~consummate~~be voted in favor of an Initial Business Combination in order to have our Initial Business Combination approved (assuming the parties to the letter agreement do not acquire any Class A Ordinary Shares). ~~The~~Our ~~requirement~~anchor investors purchased 7,725,000 Units in our ~~that~~Initial Public Offering at a purchase price of $10.00 per Unit. If such anchor investors vote their Public Shares in favor of our Initial Business Combination, we ~~complete~~would need 3,524,926, or 11.7%, (assuming all issued and outstanding shares are voted), of the remaining 22,274,800 Public Shares to be voted in favor of our Initial Business Combination ~~within~~in order to have our Initial Business Combination approved (assuming the ~~Completion~~parties ~~Window~~to ~~may~~the ~~give~~letter ~~potential~~agreement ~~target~~do ~~businesses~~not ~~leverage~~acquire ~~over~~any usClass inA Ordinary Shares). However, because our anchor investors were not and are ~~negotiating~~not anobligated to continue owning any Public Shares following the closing of our Initial Public Offering and are not obligated to vote any Public Shares in favor of our Initial Business Combination, ~~and~~we ~~may~~cannot ~~limit~~assure you that any of these anchor investors are shareholders as of the date of this Annual Report or will be shareholders at the time our shareholders vote on our Initial Business Combination, and, if they are shareholders, we ~~have~~cannot inassure ~~which~~you as to ~~conduct~~how ~~due~~such ~~diligence~~anchor investors will vote on ~~potential~~any ~~targets~~Initial Business Combination. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our Amended and Restated Memorandum and Articles of Association, vote their ordinary shares at a general meeting of the Company, we will not need any Public Shares in addition to our Founder Shares to be voted in favor of an Initial Business Combination in order to approve an Initial Business Combination. ~~particular~~Accordingly, asif we ~~approach~~seek shareholder approval of our ~~dissolution~~Initial ~~deadline~~Business Combination, ~~which~~the ~~could~~agreement ~~undermine~~by our ~~ability~~Sponsor, other initial shareholders and management team to ~~complete~~vote in favor of our Initial Business Combination ~~on terms~~will increase the likelihood that ~~would~~an ~~produce~~ordinary ~~value~~resolution will be passed, being the requisite shareholder approval for ~~our~~such ~~shareholders~~Initial Business Combination.

~~Unlike~~The ~~some~~ability ~~other similar blank check companies, we have only the duration~~ of ~~the Completion Window to consummate an Initial Business Combination, which is (i) 18 months from the closing of~~ our ~~Initial~~ Public ~~Offering~~Shareholders ~~or (ii) such other time period in which we must complete an Initial Business Combination pursuant~~ to ~~an amendment to our Amended and Restated Memorandum and Articles of Association. Any potential target business with which we enter~~ ~~into~~redeem ~~negotiations~~their ~~concerning~~Public anShares ~~Initial~~for ~~Business~~cash ~~Combination will be aware that we must complete our Initial Business Combination within the Completion Window. Consequently, such target business~~ may ~~obtain~~make ~~leverage over us in negotiating an Initial Business Combination, knowing that if we do not complete~~ our ~~Initial~~financial ~~Business~~condition ~~Combination~~unattractive ~~with that particular target business, we may be unable~~ to ~~complete our~~potential ~~Initial Business Combination with any target business. This risk will increase as we get closer to the end of the timeframe described above. In addition~~targets, wewhich may ~~have~~make ~~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. The length of time~~ it ~~may~~difficult ~~take us to complete our diligence and negotiate an Initial Business Combination may reduce the amount of time available~~ for us to ~~ultimately~~enter ~~complete~~into an Initial Business Combination ~~should~~ ~~such~~transaction ~~diligence~~with ~~or negotiations not lead to~~ a ~~consummated Initial Business Combination~~target.

10We may seek to enter into an Initial Business Combination transaction agreement with 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. 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 Initial Business Combination. Furthermore, in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a condition as described above, we would not proceed with such redemption and the related Initial Business Combination and may instead search for an alternate Initial Business Combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into an Initial Business Combination transaction with us.

Our search for an Initial Business Combination, and any target business with which we ultimately consummate an Initial Business Combination, may be materially adversely affected by the ongoing coronavirus (COVID-19) pandemic and the status of debt and equity markets, as well as protectionist legislation in our target markets.10

The ~~global~~ability ~~spread and unprecedented impact~~ of ~~COVID-19, including~~ ~~variants~~our ofPublic ~~the~~Shareholders ~~virus (such as the Delta and Omicron variants), has resulted in significant disruption and has created additional risks~~ to ~~the Company’s and target companies’ businesses, the industry and the economy. In March 2020, the World~~ ~~Health~~exercise ~~Organization~~redemption ~~declared~~rights ~~novel~~with ~~coronavirus~~respect ~~disease~~to ~~2019 (COVID-19)~~ a ~~global~~large ~~pandemic.~~number ~~The~~of ~~COVID-19~~our ~~pandemic~~Public ~~has~~Shares negatively impacted the global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels, all of which may ~~become~~not ~~heightened~~allow ~~concerns~~us ~~upon~~to acomplete ~~second wave of infection or future developments. In addition,~~ the ~~pandemic~~most ~~has~~desirable resulted in temporary closures of many businesses and the institution of social distancing and sheltering in place requirements in many states and communities. The COVID-19 pandemic has resulted, and a significant outbreak of other infectious diseases could result, in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential partner business with which we consummate an Initial Business Combination ~~could~~or beoptimize ~~materially and~~our ~~adversely~~capital ~~affected~~structure.

~~Furthermore, we~~At ~~may~~the betime ~~unable~~we toenter ~~complete~~into an agreement for our Initial Business Combination, ifwe ~~concerns~~will ~~relating~~not toknow ~~COVID-19~~how ~~continue~~many toshareholders ~~restrict~~may ~~travel~~exercise their redemption rights, ~~limit~~and ~~the~~therefore will ~~ability~~need to ~~have~~structure ~~meetings~~the ~~with~~transaction ~~potential~~based ~~investors~~on orour expectations as to the ~~partner~~number ~~business’s~~of ~~personnel,~~Public ~~vendors~~Shares ~~and~~that ~~services~~will ~~providers~~be ~~are~~submitted ~~unavailable~~for redemption. toIf ~~negotiate~~our ~~and~~Initial ~~consummate~~Business Combination agreement requires us to use a ~~transaction~~portion of the cash in athe ~~timely~~Trust ~~manner.~~Account ~~The~~to ~~extent~~pay the purchase price, or requires us to ~~which~~have ~~COVID-19~~a ~~impacts~~minimum ~~our~~amount ~~search~~of ~~for~~cash anat ~~Initial~~closing, ~~Business Combination~~we will ~~depend~~need onto ~~future~~reserve ~~developments,~~a ~~which~~portion ~~are~~of ~~highly~~the ~~uncertain~~cash ~~and~~in ~~cannot~~the beTrust Account ~~predicted~~to meet such requirements, ~~including~~or ~~new~~arrange ~~information~~for ~~which~~third ~~may emerge~~party ~~concerning~~financing. ~~COVID-19~~In ~~variants~~addition, ~~short~~if ~~and~~a ~~long-term~~larger ~~vaccine~~number ~~efficacy~~of Public Shares are submitted for redemption than we initially expected, ~~treatment~~we ~~options~~may ~~and~~need to restructure the ~~actions~~transaction to ~~contain~~reserve ~~further~~a ~~waves~~ greater portion of ~~COVID-19~~the cash in the Trust Account or ~~treat~~arrange ~~its~~for ~~impact,~~third ~~among~~party ~~others~~financing. IfRaising additional third party financing may involve dilutive equity issuances or the ~~disruptions~~incurrence ~~posed~~of byindebtedness ~~COVID~~at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-19dilution provision orof ~~other~~the ~~matters~~Founder Shares results in the issuance of ~~global~~Class ~~concern~~A ~~continue~~Ordinary ~~for~~Shares anon a greater than ~~extensive~~one-to-one basis ~~period~~upon conversion of the Founder Shares at the time, of our ~~ability~~Initial Business Combination. In addition, the amount of any deferred underwriting commission payable to ~~consummate~~the underwriter will not be adjusted for any Public Shares that are redeemed in connection with an Initial Business Combination. The per share amount we will distribute to Public Shareholders who properly exercise their redemption rights will not be reduced by any deferred underwriting commission and after such redemptions, orthe amount held in the ~~operations~~Trust ofAccount awill ~~partner~~continue ~~business~~to ~~with~~reflect ~~which~~any obligation to pay the deferred underwriting commission. The above weconsiderations ~~ultimately~~may ~~consummate~~limit anour ability to complete the most desirable Initial Business Combination, ~~may~~available beto ~~materially~~us ~~adversely~~or ~~affected~~optimize our capital structure.

~~In addition,~~The ~~our~~ ability toof ~~consummate~~our aPublic ~~transaction~~Shareholders ~~may~~to exercise beredemption ~~dependent~~rights onwith ~~the~~respect ~~ability~~ to ~~raise~~a ~~equity~~large ~~and~~number ~~debt~~of ~~financing~~our ~~which~~Public ~~may~~Shares becould ~~impacted by~~increase ~~COVID-19~~the ~~and~~probability ~~other~~that ~~events,~~our ~~including~~Initial asBusiness Combination awould ~~result~~be ofunsuccessful ~~increased~~and ~~market~~that ~~volatility,~~you ~~decreased~~would ~~market~~have ~~liquidity~~to ~~and~~wait ~~third-party~~for ~~financing being~~liquidation ~~unavailable~~in onorder ~~terms acceptable~~ to usredeem oryour atPublic ~~all~~Shares.

~~Finally,~~If our Initial Business Combination agreement arequires ~~sustained~~us orto ~~prolonged~~use ~~COVID-19~~a ~~resurgence,~~portion ~~such~~of asthe cash in the ~~new~~Trust ~~Omicron~~Account ~~variant~~to pay the purchase price, ~~may~~or ~~also~~requires us to have ~~the~~a ~~effect~~minimum amount of ~~heightening~~cash at ~~many~~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 ~~other~~Trust Account until we liquidate the Trust Account. If you are in ~~risks~~need ~~described~~of immediate liquidity, you could attempt to sell your Public Shares in ~~this~~the ~~“Risk~~open ~~Factors”~~market; ~~section~~however, at such astime ~~those~~our ~~related~~Public Shares may trade at a discount to the ~~market~~pro ~~for~~rata ~~our~~amount ~~securities~~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 Public Shares in the open market.

Unlike some other similar blank check companies, we ~~will~~ have only 18 months from the closing of our Initial Public Offering to consummate an Initial Business Combination. WeThe ~~may~~requirement that ~~not~~we ~~be able to~~ complete our Initial Business Combination within the Completion Window, inmay ~~which case~~give wepotential ~~would~~target ~~cease~~businesses ~~all~~leverage ~~operations~~over ~~except~~us ~~for~~in negotiating ~~the~~an ~~purpose~~Initial ofBusiness ~~winding~~Combination up and may limit the time we ~~would~~have ~~redeem~~in ~~our~~which ~~Public~~to ~~Shares~~conduct ~~and~~due ~~liquidate~~diligence on potential targets, in ~~which~~ ~~case~~particular as we approach our ~~Public~~dissolution ~~Shareholders~~deadline, ~~may~~which ~~receive~~could ~~only~~undermine ~~$10.20~~our ~~per~~ability ~~share,~~to orcomplete ~~less~~our ~~than~~Initial ~~such~~Business ~~amount~~Combination inon terms ~~certain~~that ~~circumstances,~~would ~~and~~produce ~~our~~value ~~Warrants~~for ~~will expire~~our ~~worthless~~shareholders.

~~Our~~Unlike ~~Sponsor,~~some ~~officers,~~other ~~directors~~similar ~~and~~blank ~~other~~check ~~initial~~companies, ~~shareholders~~we have ~~agreed~~only ~~that~~the weduration ~~must~~of ~~complete our Initial Business Combination within~~ the Completion Window. ~~Unlike~~to ~~some~~consummate ~~other~~an ~~similar blank~~Initial ~~check~~Business ~~companies~~Combination, wewhich ~~will~~is ~~have~~(i) ~~only~~ 18 months from the closing of our Initial Public Offering toor ~~consummate~~(ii) ansuch ~~Initial~~other ~~Business Combination.~~time Weperiod ~~may~~in ~~not~~which bewe ~~able~~must ~~to find a suitable target business and~~ complete ~~our~~an Initial Business Combination ~~within the Completion~~pursuant ~~Window.~~to ~~Our~~an ~~ability~~amendment to ~~complete~~ our ~~Initial~~Amended ~~Business Combination may be negatively impacted by general market conditions, volatility in the capital~~ and ~~debt~~Restated ~~markets~~Memorandum and ~~the~~Articles ~~other~~of ~~risks described herein~~Association. ~~For~~Any ~~example,~~potential ~~the~~target ~~COVID-19 pandemic~~business ~~(or~~with ~~new~~which ~~strains~~we ~~thereof) continues~~enter tointo ~~grow~~negotiations ~~both~~concerning inan ~~the~~Initial ~~U.S.~~Business ~~and~~Combination ~~globally and, while the extent of the impact of the pandemic on us~~ will ~~depend~~be onaware ~~future~~that ~~developments,~~we ~~it could~~must ~~limit our ability to~~ complete our Initial Business Combination, ~~including~~within the asCompletion aWindow. ~~result of increased market volatility~~Consequently, ~~decreased market~~such ~~liquidity~~target ~~and~~business ~~third-party financing~~may ~~being~~obtain ~~unavailable~~leverage onover ~~terms acceptable to~~ us orin atnegotiating ~~all. Furthermore, we may be unable to complete~~ an Initial Business Combination, knowing that if ~~continued~~we ~~concerns~~do ~~relating~~not tocomplete ~~COVID-19 restrict~~our ~~travel,~~Initial ~~limit~~Business ~~the~~Combination ~~ability to have meetings~~ with ~~potential~~that ~~investors~~particular ~~or the~~ target ~~company’s personnel~~business, ~~vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. Additionally, the COVID-19 pandemic may negatively impact businesses~~ we may ~~seek~~be unable to ~~acquire. If~~complete ~~we have not completed~~ our Initial Business Combination ~~within~~with ~~such~~any ~~time~~target ~~period,~~business. weThis risk will: ~~(i) cease~~increase ~~all operations except for the purpose of winding up; (ii)~~ as ~~promptly~~we asget ~~reasonably~~closer ~~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~~end ~~amount~~of ~~then on deposit in~~ the ~~Trust~~timeframe ~~Account, including interest~~described ~~earned~~above. onIn ~~the funds held in the Trust Account (less taxes payable and up to $100~~addition,~~000~~ ofwe ~~interest~~may tohave ~~pay~~limited ~~dissolution~~time ~~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~~conduct ~~further~~due ~~liquidation~~diligence ~~distributions, if any);~~ and ~~(iii) as~~may ~~promptly~~enter asinto ~~reasonably possible following such redemption, subject to the approval of~~ our ~~remaining~~Initial ~~shareholders~~Business ~~and~~Combination ~~our~~on ~~board~~terms ~~of directors, liquidate and dissolve, subject in~~that ~~the~~we ~~case~~would ofhave ~~clauses~~rejected ~~(ii) and~~upon ~~(iii),~~a tomore ~~our~~comprehensive ~~obligations~~investigation. ~~under~~The ~~Cayman~~length ~~Islands law to provide for claims~~ of ~~creditors~~time ~~and~~it inmay ~~all~~take ~~cases subject~~us to ~~the~~complete ~~other requirements of applicable law. In such case,~~ our ~~Public~~diligence ~~Shareholders~~and ~~may receive only $10.20 per share, or less~~negotiate ~~than~~an ~~$10.20~~Initial ~~per~~Business ~~share,~~Combination ~~upon~~may reduce the ~~redemption~~amount of ~~their~~time ~~Public~~available ~~Shares,~~for ~~and our Warrants will expire worthless. See “— If third parties bring claims against~~ us, ~~the~~to ~~proceeds~~ultimately ~~held~~complete inan ~~the~~Initial ~~Trust~~Business ~~Account could be reduced and the per-share redemption amount received~~Combination byshould ~~Public~~such ~~Shareholders~~diligence ~~may~~or benegotiations ~~less~~not ~~than~~lead ~~$10.20~~to ~~per~~a ~~share”~~consummated ~~and~~Initial ~~other~~Business ~~risk factors herein~~Combination.

~~Because~~Our ~~our~~search ~~Trust~~for ~~Account~~an isInitial ~~expected~~Business toCombination, ~~contain~~and ~~approximately~~any ~~$10.20~~target ~~per~~business ~~Public~~with ~~Share,~~which ~~our~~we ~~Public~~ultimately ~~Shareholders~~consummate an Initial Business Combination, may be ~~more~~materially ~~incentivized~~adversely toaffected ~~redeem~~by ~~their~~certain global ~~Public~~events ~~Shares~~such atas the ~~time~~ conflict in Ukraine, the ongoing coronavirus (COVID-19) pandemic and the status of ~~our~~debt ~~Initial~~and ~~Business~~equity ~~Combination~~markets, as well as protectionist legislation in our target markets.

~~Our~~The ~~Trust~~global ~~Account~~spread ~~currently~~and ~~contains~~unprecedented ~~approximately~~impact of COVID-19, ~~$10.20~~including ~~per~~variants ~~Public~~of ~~Share.~~the ~~This~~virus is(such ~~different~~as ~~than~~the ~~some~~Delta ~~other~~and Omicron variants), ~~similarly~~has ~~structured~~resulted ~~blank~~in ~~check~~significant disruption and has created additional risks to the Company’s and target companies’ ~~for~~businesses, ~~which~~the industry and the ~~Trust~~economy. ~~Account~~In ~~will~~March 2020, the World ~~only~~Health ~~contain~~Organization ~~$10.00~~declared ~~per~~novel ~~class~~coronavirus Adisease ~~ordinary~~2019 ~~share~~(COVID-19) a global pandemic. AsThe COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels, all of which may become heightened concerns upon a ~~result~~second wave of infection or future developments. In addition, the ~~additional~~pandemic ~~funds~~has ~~receivable~~resulted byin ~~Public~~temporary ~~Shareholders~~closures ~~upon~~of ~~redemption~~many businesses and the institution of social distancing and sheltering in place requirements in many states and communities. The COVID-19 pandemic has resulted, and a significant outbreak of other ~~Public~~infectious ~~Shares~~diseases could result, ~~our~~in ~~Public~~a ~~Shareholders~~widespread ~~may~~health becrisis ~~more~~that ~~incentivized~~could toadversely ~~redeem~~affect ~~their~~the ~~Public~~economies ~~Shares~~and financial markets worldwide, and the business of any potential partner business with which we consummate an Initial Business Combination could be materially and adversely affected.

IfFurthermore, we ~~seek~~may ~~shareholder~~be ~~approval~~unable ofto ~~our~~complete an Initial Business Combination, ~~our~~if ~~Sponsor,~~concerns ~~other~~relating ~~initial~~to ~~shareholders,~~COVID-19 ~~directors~~continue to restrict travel, ~~officers~~limit the ability to have meetings with potential investors or the partner business’s personnel, ~~advisors~~vendors and ~~their~~services ~~affiliates~~providers ~~may~~are ~~elect~~unavailable to ~~purchase~~negotiate and consummate a transaction in ~~Public~~a ~~Shares~~timely ormanner. ~~Public~~The ~~Warrants~~extent ~~from~~to ~~Public~~which ~~Shareholders~~COVID-19 impacts our search for an Initial Business Combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may ~~influence~~emerge aconcerning ~~vote~~COVID-19 onvariants, ashort ~~proposed~~and long-term ~~Initial~~vaccine ~~Business~~efficacy, ~~Combination~~treatment options and ~~reduce~~the actions to contain further waves of COVID-19 or treat its impact, among others. If the ~~public~~disruptions ~~“float”~~posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ~~Public~~ability ~~Shares~~to consummate an Initial Business Combination, or ~~Public~~the ~~Warrants~~operations of a partner business with which we ultimately consummate an Initial Business Combination, may be materially adversely affected.

IfIn weaddition, ~~seek shareholder approval of~~ our ~~Initial Business~~ability ~~Combination and we do not conduct redemptions in connection with our Initial Business Combination pursuant~~ to ~~the~~consummate ~~tender~~a ~~offer~~transaction ~~rules, our Sponsor, other initial shareholders, directors, officers, advisors or their affiliates~~ may ~~purchase~~be ~~Public~~dependent ~~Shares~~on ~~or Public Warrants in privately negotiated transactions or in~~ the ~~open~~ability ~~market either prior~~ to orraise ~~following~~equity ~~the~~and ~~completion~~debt offinancing ~~our~~which Initial Business Combination, although they are under no obligation to do so. There is no limit on the number of Public Shares or Public Warrants our Sponsor, other initial shareholders, directors, officers, advisors or their affiliates may ~~purchase~~be inimpacted ~~such~~by ~~transactions,~~COVID-19 ~~subject to compliance with applicable law~~ and ~~Nasdaq~~other ~~rules. However~~events, ~~they~~including ~~have~~as no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions. Such purchases may include a ~~contractual acknowledgment that such shareholder,~~ ~~although~~result ~~still the record holder~~ of ~~our~~increased ~~Public~~market ~~Shares~~volatility, isdecreased nomarket ~~longer~~liquidity ~~the~~and ~~beneficial~~third-party ~~owner~~financing ~~thereof~~being ~~and~~unavailable ~~therefore~~on ~~agrees~~terms ~~not~~acceptable to ~~exercise~~us ~~its~~or ~~redemption~~at ~~rights~~all.

In ~~the~~particular, ~~event~~in ~~that~~February ~~our Sponsor~~2022, ~~other~~Russia ~~initial shareholders,~~launched ~~directors,~~a ~~officers,~~large-scale ~~advisors~~military orattack ~~their~~on ~~affiliates~~Ukraine. ~~purchase~~The ~~Public~~invasion ~~Shares~~significantly inamplified ~~privately~~already ~~negotiated~~existing ~~transactions~~geopolitical ~~from~~tensions ~~Public~~among ~~Shareholders~~Russia, Ukraine, ~~who~~Europe, ~~have~~NATO ~~already~~and ~~elected~~the toWest, ~~exercise~~including ~~their~~the ~~redemption~~United ~~rights,~~States. ~~such~~The ~~selling~~credit ~~shareholders~~and ~~would~~financial bemarkets ~~required~~have toexperienced ~~revoke~~extreme ~~their~~volatility ~~prior~~and ~~elections~~disruptions due to ~~redeem~~this ~~their Public Shares~~conflict. The ~~purpose~~conflict ofis ~~any~~expected ~~such purchases of Public Shares could be~~ to ~~vote~~have ~~such~~further ~~shares~~global ineconomic ~~favor~~consequences, ofincluding ~~the~~but ~~Initial Business~~not ~~Combination~~limited ~~and~~to ~~thereby increase~~ the ~~likelihood~~ possibility of ~~obtaining~~severely ~~shareholder~~diminished ~~approval~~liquidity ofand ~~the~~credit ~~Initial~~availability, ~~Business~~declines ~~Combination~~in orconsumer toconfidence, ~~satisfy a~~declines ~~closing condition~~ in aneconomic ~~agreement~~growth, ~~with~~increases ain ~~target~~inflation rates ~~that~~and ~~requires~~uncertainty usabout toeconomic ~~have~~and apolitical ~~minimum~~stability. ~~net~~In ~~worth~~addition, orthe aUnited ~~certain~~States ~~amount~~and ofother ~~cash~~countries athave ~~the~~imposed ~~closing~~sanctions ofon ~~our~~Russia ~~Initial~~which ~~Business~~increases ~~Combination,~~the ~~where~~risk ~~it appears~~ that ~~such~~Russia, ~~requirement~~as ~~would~~a ~~otherwise~~retaliatory ~~not~~action, bemay ~~met.~~launch ~~The~~cyberattacks ~~purpose~~against ~~of any such purchases of Public Warrants could be to reduce~~ the ~~number~~United ofStates, ~~Public~~its ~~Warrants outstanding or to vote such Public Warrants on any matters submitted~~government, toinfrastructure ~~the~~and ~~warrant holders for approval in connection with our Initial Business Combination~~businesses. Any ~~such purchases~~ of ~~our securities may result in~~ the ~~completion~~foregoing ofconsequences, ~~our~~including ~~Initial~~those ~~Business~~we ~~Combination~~cannot ~~that~~yet predict, may ~~not~~cause ~~otherwise~~our ~~have~~business, ~~been possible. Any such purchases will be reported pursuant~~financial tocondition, ~~Section 13~~results ~~and Section 16~~ of ~~the~~operations ~~Exchange~~and ~~Act to~~ the ~~extent~~price ~~such~~of ~~purchasers~~our ~~are~~ordinary ~~subject~~shares to ~~such~~be ~~reporting~~adversely ~~requirements~~affected.

~~In addition~~Finally, ifa ~~such~~sustained ~~purchases~~or ~~are~~prolonged ~~made,~~COVID-19 ~~the public~~resurgence, ~~“float”~~such ofas ~~our~~the ~~Public~~new ~~Shares~~Omicron orvariant, ~~Public~~may ~~Warrants~~also ~~and~~have the ~~number~~effect of ~~beneficial~~heightening ~~holders~~many of ~~our~~the ~~securities~~other ~~may~~risks bedescribed ~~reduced,~~in ~~possibly making~~this it“Risk ~~difficult~~Factors” section, tosuch ~~obtain~~as orthose ~~maintain~~related to the ~~quotation,~~market ~~listing~~for ~~or trading of~~ our securities ~~on a national securities exchange~~.

WeUnlike ~~will~~some ~~comply~~other ~~with~~similar ~~the~~blank ~~proxy~~check ~~rules or tender~~companies, ~~offer~~we ~~rules,~~will ashave ~~applicable,~~only ~~when~~18 ~~conducting~~months ~~redemptions~~from inthe ~~connection~~closing ~~with~~of our Initial ~~Business~~Public ~~Combination.~~Offering ~~Despite our compliance with these rules, if a shareholder fails~~ to ~~receive~~consummate ~~our~~an ~~proxy~~Initial ~~materials~~Business orCombination. ~~tender~~We ~~offer documents, as applicable, such shareholder~~ may not ~~become~~be ~~aware~~able ~~of the opportunity~~ to ~~redeem~~complete ~~its Public 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~~within ~~describe~~ the ~~various~~Completion ~~procedures that~~Window, ~~must be complied with~~ in ~~order~~which tocase ~~validly tender or submit Public Shares for redemption. For example,~~ we ~~intend~~would tocease ~~require~~all ~~our~~operations ~~Public~~except ~~Shareholders~~for ~~seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares in “street name,” to, at~~ the ~~holder’s~~purpose option, either deliver their share certificates to our transfer agent, or to deliver their Public 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~~winding ~~materials, this date may be~~ up toand ~~two business days prior to the scheduled vote on the proposal to approve the Initial Business Combination. In addition, if~~ we ~~conduct~~would ~~redemptions~~redeem inour ~~connection with a shareholder vote, we intend to require a~~ Public ~~Shareholder seeking redemption of its Public~~ Shares toand ~~also~~liquidate, ~~submit a written request for redemption to our transfer agent two business days prior to the scheduled vote~~ in which ~~the~~case ~~name~~our ~~of the beneficial owner of such~~ Public ~~Shares~~Shareholders ismay ~~included.~~receive ~~In the event that a Public Shareholder~~only ~~fails~~$10.20 toper ~~comply~~share, ~~with these~~ or ~~any~~less ~~other~~than ~~procedures~~such ~~disclosed~~amount in ~~the~~certain ~~proxy or tender offer materials~~circumstances, asand ~~applicable,~~our ~~its~~Warrants ~~Public~~will ~~Shares may~~expire ~~not be redeemed~~worthless.

12Our Sponsor, officers, directors and other initial shareholders have agreed that we must complete our Initial Business Combination within the Completion Window. Unlike some other similar blank check companies, we will have only 18 months from the closing of our Initial Public Offering to consummate an Initial Business Combination. We may not be able to find a suitable target business and complete our Initial Business Combination within the Completion Window. 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 (or new strains thereof) continues to impact both the U.S. and the rest of the world and, while the extent of the impact of the pandemic on us will depend on future developments, it could limit our ability to complete our Initial Business Combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, Russia’s invasion of Ukraine significantly amplified already existing geopolitical tensions among Russia, Ukraine, Europe, NATO and the West, including the United States. It is not possible to predict the full extent of the broader consequences of Russia’s invasion of Ukraine, which could include sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, currency exchange rates and financial markets. Furthermore, we may be unable to complete an Initial Business Combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. Additionally, the COVID-19 pandemic may negatively impact businesses we may seek to acquire.

~~You~~If ~~are~~we have not becompleted ~~entitled~~our Initial Business Combination within such time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to ~~protections~~the ~~normally~~aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account ~~afforded~~(less taxes payable and up to ~~investors~~$100,000 of ~~some~~interest 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 ~~blank~~requirements ~~check~~of ~~companies~~applicable law. In such case, our Public Shareholders may receive only $10.20 per share, or less than $10.20 per share, upon the redemption of their Public Shares, and our Warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by Public Shareholders may be less than $10.20 per share” and other risk factors herein.

~~Since the~~Because ~~net proceeds of~~ our ~~Initial~~Trust ~~Public~~Account ~~Offering~~is ~~and~~expected ~~the sale of the Private Placement Warrants are intended~~ to ~~be used to complete an~~ ~~Initial~~contain ~~Business~~approximately ~~Combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws~~$10.33 ~~However,~~per ~~because~~Public ~~we had~~Share, ~~and continue to have, net tangible assets in excess of $5,000,000 upon the completion of~~ our ~~Initial~~ Public ~~Offering~~Shareholders ~~and~~may ~~the~~be ~~sale~~more ofincentivized ~~the Private Placement Warrants and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC~~ to ~~protect~~redeem ~~investors~~their in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our Units are immediately tradable. Moreover, if our Initial Public ~~Offering~~Shares ~~had~~at ~~been subject to Rule 419, that rule would have prohibited~~ the ~~release~~ time of ~~any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with~~ our ~~completion of an~~ Initial Business Combination.

~~If we~~Our ~~seek~~Trust ~~shareholder~~Account ~~approval~~currently ofcontains ~~our~~approximately $10.33 ~~Initial~~per ~~Business~~Public ~~Combination~~Share. ~~and~~This weis dodifferent ~~not~~than ~~conduct~~some ~~redemptions~~other ~~pursuant~~similarly tostructured ~~the~~blank ~~tender~~check ~~offer~~companies ~~rules, and~~for ifwhich ~~you~~the orTrust aAccount ~~“group”~~will only ofcontain ~~shareholders~~$10.00 ~~are~~per ~~deemed~~class toA ~~hold~~ordinary inshare. ~~excess~~As ofa ~~15%~~result of ~~our~~the ~~Class~~additional Afunds ~~Ordinary~~receivable ~~Shares,~~by ~~you~~Public ~~will~~Shareholders ~~lose~~upon redemption ~~the~~of ~~ability~~Public toShares, ~~redeem~~our ~~all~~Public ~~such~~Shareholders ~~shares~~may inbe ~~excess~~more ofincentivized ~~15%~~to ofredeem ~~our~~their ~~Class~~Public ~~A Ordinary~~ Shares.

If we seek shareholder approval of our Initial Business Combination and we do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer rules, our Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public 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 Public Shares without our prior consent, which we refer to as the Excess Shares. However, we would not be restricting our Public Shareholders’ ability to vote all of their Public Shares (including Excess Shares) for or against our Initial Business Combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our Initial Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our Initial Business Combination. And as a result, you will continue to hold that number of Public Shares exceeding 15% and, in order to dispose of such Public Shares, would be required to sell your Public Shares in open market transactions, potentially at a loss.

~~As the~~If ~~number~~we ofseek ~~special~~shareholder ~~purpose~~approval ~~acquisition~~of ~~companies~~our ~~evaluating~~Initial Business ~~targets~~Combination, ~~increases~~our Sponsor, ~~attractive~~other ~~targets~~initial ~~may~~shareholders, ~~become~~directors, ~~scarcer~~officers, advisors and ~~there~~their affiliates may elect to purchase bePublic ~~more~~Shares ~~competition~~or ~~for~~Public ~~attractive~~Warrants ~~targets.~~from ~~This~~Public ~~could~~Shareholders, ~~increase~~which ~~the~~may ~~cost~~influence ofa ~~our~~vote on a proposed Initial Business Combination and ~~could even result in~~reduce ~~our~~the ~~inability~~public to“float” ~~find~~of aour ~~target~~Public Shares or toPublic ~~consummate an Initial Business Combination~~Warrants.

InIf we seek shareholder approval of our Initial ~~recent~~Business ~~years,~~Combination and we do not conduct redemptions in connection with our Initial Business Combination pursuant to the ~~number~~tender ofoffer rules, ~~special~~our ~~purpose~~Sponsor, ~~acquisition~~other ~~companies~~initial ~~that~~shareholders, ~~have~~directors, ~~been~~officers, ~~formed~~advisors ~~has~~or ~~increased~~their ~~substantially.~~affiliates ~~Many~~may ~~potential~~purchase ~~targets~~Public Shares or Public ~~for~~Warrants ~~special~~in ~~purpose~~privately ~~acquisition~~negotiated ~~companies~~transactions ~~have~~or ~~already~~in ~~entered~~the ~~into~~open anmarket either prior to or following the completion of our Initial Business Combination, ~~and~~although ~~there~~they are ~~still~~under ~~many~~no ~~special purpose~~obligation ~~acquisition~~to ~~companies~~do ~~preparing~~so. ~~for~~There anis ~~Initial~~no limit on the number of Public ~~Offering~~Shares or Public Warrants our Sponsor, other asinitial ~~well~~shareholders, asdirectors, ~~many~~officers, advisors or their affiliates may purchase in such ~~companies~~transactions, ~~currently~~subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in ~~registration~~such transactions and have not formulated any terms or conditions for any such transactions. AsNone of the funds in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions. Such purchases may include a ~~result~~contractual acknowledgment that such shareholder, although atstill ~~times~~the record holder of our Public Shares, ~~fewer~~is ~~attractive~~no ~~targets~~longer ~~may~~the bebeneficial ~~available~~owner tothereof ~~consummate~~and antherefore ~~Initial~~agrees ~~Business~~not ~~Combination~~to exercise its redemption rights.

In the event that our Sponsor, other initial shareholders, directors, officers, advisors or their affiliates purchase Public 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 Public Shares. The purpose of any such purchases of Public Shares could be to vote such shares in favor of the Initial Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Initial Business Combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our Initial Business Combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of Public Warrants could be to reduce the number of Public Warrants outstanding or to vote such Public Warrants on any matters submitted to the warrant holders for approval in connection with our Initial 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 Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, ~~because~~if ~~there~~such purchases are ~~more special purpose acquisition companies seeking to enter into an Initial Business Combination with available targets~~made, the ~~competition~~public “float” ~~for~~of ~~available~~our ~~targets~~Public ~~with~~Shares ~~attractive fundamentals~~ or ~~business~~Public ~~models~~Warrants ~~may~~and ~~increase,~~the ~~which~~number ~~could~~of ~~cause~~beneficial ~~targets companies~~holders toof ~~demand~~our ~~improved~~securities ~~financial~~may ~~terms.~~be ~~Attractive deals could also become scarcer for other reasons~~reduced, ~~such as economic or industry~~possibly ~~sector~~making ~~downturns,~~it ~~geopolitical~~difficult ~~tensions, or increases in the cost of additional capital needed~~ to ~~close~~obtain ~~business combinations~~ or ~~operate targets~~maintain ~~post-business combination. This could increase~~ the ~~cost of~~quotation, ~~delay~~listing or ~~otherwise~~trading ~~complicate~~of ~~or frustrate~~ our ~~ability~~securities ~~to find and consummate an Initial Business Combination, and may result in our inability to consummate an Initial Business Combination~~ on ~~terms favorable~~a tonational ~~our~~securities ~~investors altogether~~exchange.

~~Because of~~If ~~our~~a ~~limited~~Public ~~resources~~Shareholder ~~and~~fails ~~the~~to ~~significant~~receive notice ~~competition~~of ~~for~~our ~~business~~offer ~~combination opportunities, it may be more difficult for us~~ to ~~complete~~ redeem our ~~Initial~~Public ~~Business~~Shares ~~Combination.~~in Ifconnection wewith ~~are unable to complete~~ our Initial Business Combination, ~~our~~or ~~Public~~fails ~~Shareholders~~to ~~may~~comply ~~receive only~~with ~~their pro rata portion of~~ the ~~funds~~procedures for insubmitting ~~the~~or ~~Trust~~tendering ~~Account~~its ~~that~~Public ~~are~~Shares, ~~available~~such ~~for distribution to~~ Public ~~Shareholders,~~Shares ~~and~~may ~~our~~not ~~Warrants will~~be ~~expire worthless~~redeemed.

We ~~have~~ ~~encountered,~~will ~~and~~comply ~~expect~~with tothe ~~continue~~proxy torules ~~encounter,~~or ~~competition~~tender offer ~~from~~rules, ~~other~~as ~~entities~~applicable, ~~having~~when aconducting ~~business~~redemptions ~~objective~~in ~~similar~~connection towith ~~ours,~~our ~~including private~~Initial ~~investors~~Business ~~(which~~Combination. ~~may~~Despite beour ~~individuals~~compliance orwith these ~~investment partnerships)~~rules, ~~other~~if ~~blank~~a ~~check~~shareholder ~~companies~~fails ~~and~~to ~~other~~receive ~~entities,~~our ~~domestic~~proxy ~~and international,~~materials ~~competing~~or ~~for~~tender ~~the~~offer ~~types~~documents, ofas ~~businesses~~applicable, wesuch ~~intend~~shareholder tomay ~~acquire.~~not become ~~Many~~aware of ~~these~~the ~~individuals~~opportunity ~~and~~to ~~entities~~redeem ~~are~~its ~~well-established and have~~Public ~~extensive~~Shares. ~~experience~~In inaddition, ~~identifying~~proxy ~~and~~materials ~~effecting,~~or ~~directly~~tender oroffer ~~indirectly~~documents, ~~acquisitions~~as ofapplicable, ~~companies~~that we ~~operating~~will infurnish ~~or providing services~~ to ~~various~~holders ~~industries. Many~~ of ~~these~~our ~~competitors~~Public ~~possess~~Shares ~~similar~~in orconnection ~~greater~~with ~~technical,~~our ~~human~~Initial ~~and~~Business ~~other~~Combination ~~resources~~will todescribe ~~ours~~the orvarious ~~more local~~procedures ~~industry~~that ~~knowledge~~must ~~than~~be wecomplied dowith ~~and~~in ~~our~~order ~~financial~~to ~~resources~~validly ~~will~~tender beor ~~relatively~~submit ~~limited~~Public ~~when~~Shares ~~contrasted~~for ~~with~~redemption. ~~those~~For ofexample, ~~many~~we ofintend ~~these~~to ~~competitors. While~~require weour ~~believe~~Public Shareholders ~~there~~seeking ~~are~~to ~~numerous~~exercise ~~target~~their ~~businesses~~redemption werights, ~~could~~whether ~~potentially~~they ~~acquire~~are ~~with~~record ~~the~~holders ~~net~~or ~~proceeds~~hold oftheir ~~our~~Public ~~Initial~~Shares ~~Public~~in ~~Offering~~“street ~~and~~name,” ~~the~~to, ~~sale~~at of the ~~Private~~holder’s ~~Placement Warrants~~option, ~~our~~either ~~ability~~deliver totheir ~~compete~~share ~~with~~certificates ~~respect~~ to ~~the~~our ~~acquisition~~transfer ofagent, ~~certain~~or ~~target~~to ~~businesses~~deliver ~~that~~their Public ~~are~~Shares ~~sizable~~to ~~will~~our betransfer ~~limited~~agent byelectronically ~~our~~prior ~~available~~to ~~financial~~the ~~resources.~~date ~~This~~set ~~inherent~~forth ~~competitive~~in ~~limitation~~the ~~gives~~proxy ~~others~~materials anor ~~advantage~~tender inoffer ~~pursuing~~documents, as applicable. In the ~~acquisition~~case of ~~certain~~proxy ~~target~~materials, ~~businesses.~~this ~~Furthermore,~~date wemay ~~are~~be ~~obligated~~up to ~~offer~~two ~~holders~~business ofdays ~~our~~prior ~~Public~~to ~~Shares~~ the ~~right~~scheduled tovote ~~redeem their~~on ~~Public~~the ~~Shares~~proposal ~~for~~to ~~cash~~approve at the ~~time~~Initial Business ofCombination. ~~our~~In ~~Initial~~addition, ~~Business~~if ~~Combination~~we conduct redemptions in ~~conjunction~~connection with a shareholder vote, orwe ~~via~~intend to require a ~~tender~~Public ~~offer.~~Shareholder ~~Target~~seeking ~~companies~~redemption ~~will~~of beits ~~aware~~Public ~~that~~Shares ~~this~~to ~~may~~also ~~reduce~~submit ~~the~~a ~~resources~~written ~~available~~request tofor usredemption ~~for~~to our ~~Initial~~transfer ~~Business~~agent ~~Combination.~~two ~~Any~~business ofdays ~~these~~prior ~~obligations~~to ~~may~~the ~~place~~scheduled usvote atin awhich ~~competitive~~the ~~disadvantage~~name inof ~~successfully~~the ~~negotiating~~beneficial anowner ~~Initial~~of ~~Business~~such ~~Combination.~~Public IfShares weis ~~are~~included. ~~unable to~~In ~~complete~~the ~~our~~event ~~Initial~~that ~~Business~~a ~~Combination, our~~ Public ~~Shareholders~~Shareholder fails ~~may~~to ~~receive~~comply ~~only~~with ~~their~~these ~~pro~~or ~~rata~~any ~~portion~~other ofprocedures ~~the~~disclosed ~~funds~~ in the ~~Trust Account~~proxy ~~that~~or ~~are~~tender ~~available~~offer ~~for~~materials, ~~distribution~~as ~~to Public Shareholders~~applicable, ~~and~~its ~~our~~Public ~~Warrants~~Shares may ~~will~~not ~~expire~~be ~~worthless~~redeemed.

If the funds available to us outside of the Trust Account are insufficient to allow us to operate for at least the remaining duration of the Completion Window, it could limit the amount available to fund our search for a target business or businesses and complete our Initial Business Combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our Initial Business Combination.14

~~Of the~~You ~~net~~are ~~proceeds~~not ofentitled ~~our Initial Public Offering and the sale of the Private Placement Warrants, only $2,156,137 of cash was available~~ to usprotections ~~outside the Trust Account to fund our working capital requirements as of December 31, 2021. We believe that the funds available~~normally toafforded ~~us outside of the Trust Account will be sufficient~~ to ~~allow~~investors ~~us to operate for at least the remaining duration~~ of ~~the~~some Completion Window; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other ~~companies~~blank orcheck ~~investors on terms more favorable to such target businesses) with respect to a particular proposed Initial Business Combination, although we do not have any current intention to do so~~companies. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

14Since the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants are intended to be used to complete an Initial Business Combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we had, and continue to have, net tangible assets in excess of $5,000,000 upon the completion of our Initial Public Offering and the sale of the Private Placement Warrants and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our Units are immediately tradable. Moreover, if our Initial Public Offering had been subject to Rule 419, that rule would have prohibited the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of an Initial Business Combination.

If we ~~are required to~~ seek ~~additional~~shareholder ~~capital, we~~approval ~~would need to borrow funds from our Sponsor, management team or other third parties to operate or may be forced to liquidate. None~~ of our Sponsor, members of our management team or any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our Initial Business Combination. Upand towe ~~$2,000,000~~do ofnot ~~such~~conduct ~~loans~~redemptions ~~may~~pursuant ~~be convertible into additional Private Placement Warrants of the post-transaction company at a price of $1.00 per warrant at the option of the lender. Prior~~ to the ~~completion~~tender ofoffer ~~our Initial Business Combination~~rules, weand ~~do not~~if ~~expect~~you ~~to seek loans from parties other than our Sponsor~~ or ana ~~affiliate~~“group” of ~~our Sponsor as we do not believe third parties will be~~shareholders ~~willing~~are todeemed ~~loan such funds and provide a waiver against any and all rights~~ to ~~seek~~hold ~~access to funds~~ in ~~our~~excess ~~Trust~~of ~~Account.~~15% Ifof ~~we are unable to complete~~ our ~~Initial~~Class ~~Business~~A ~~Combination~~Ordinary ~~because we do not have sufficient funds available to us~~Shares, weyou will belose ~~forced to cease operations and liquidate~~ the ~~Trust~~ability ~~Account.~~to ~~Consequently,~~redeem ~~our~~all ~~Public~~such ~~Shareholders~~shares ~~may~~in ~~only~~excess ~~receive~~of ~~an estimated $10.20 per share, or possibly less,~~15% ~~on our redemption~~ of our ~~Public~~Class ~~Shares,~~A ~~and~~Ordinary ~~our Warrants will expire worthless~~Shares.

If we seek shareholder approval of our Initial ~~third~~Business ~~parties~~Combination ~~bring~~and ~~claims~~we ~~against~~do ~~us,~~not conduct redemptions in connection with our Initial Business Combination pursuant to the ~~proceeds~~tender ~~held~~offer rules, our Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined under Section 13 of the ~~Trust~~Exchange ~~Account~~Act), ~~could~~will be ~~reduced~~restricted ~~and~~from seeking redemption rights with respect to more than an aggregate of 15% of the ~~per-share~~Public Shares without our prior consent, which we refer to as the Excess Shares. However, we would not be restricting our Public Shareholders’ ability to vote all of their Public Shares (including Excess Shares) for or against our Initial Business Combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our Initial Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption ~~amount~~distributions ~~received~~with respect to the Excess Shares if we complete our Initial Business Combination. And as a result, byyou ~~shareholders~~will ~~may~~continue to hold that number of Public Shares exceeding 15% and, in order to dispose of such Public Shares, would be ~~less~~required to ~~than~~sell ~~$10.20~~your ~~per~~Public ~~share~~Shares in open market transactions, potentially at a loss.

~~Our~~Since ~~placing~~there ofare ~~funds~~a innumber ~~the~~of ~~Trust~~special ~~Account may~~purpose ~~not~~acquisition ~~protect~~companies ~~those~~evaluating ~~funds from third party claims against us. Although we seek to have all vendors~~targets, ~~service~~attractive ~~providers,~~targets ~~prospective~~may ~~target businesses~~become scarcer and ~~other~~there ~~entities~~may ~~with~~be ~~which~~more wecompetition dofor ~~business~~attractive ~~execute agreements with us waiving any right, title, interest or claim of any~~targets. ~~kind~~This incould orincrease ~~to any monies held in~~ the ~~Trust~~cost ~~Account for the benefit~~ of our ~~Public~~Initial ~~Shareholders,~~Business ~~such~~Combination ~~parties~~and ~~may~~could ~~not execute such agreements, or~~ even ifresult they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in ~~each~~our ~~case~~inability ~~in order~~ to ~~gain~~find ~~advantage with respect to~~ a ~~claim~~target ~~against~~or ~~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~~consummate ~~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. BDO USA, LLP, our independent registered public accounting firm, and the underwriters of our Initial ~~Public~~Business ~~Offering did not, and will not, execute agreements with us waiving such claims to the monies held in the Trust Account~~Combination.

~~Examples~~In ofrecent ~~possible~~years, ~~instances where we may engage a third party that refuses to execute a waiver include~~ the ~~engagement~~number of aspecial ~~third party consultant whose particular expertise or skills~~purpose ~~are~~acquisition ~~believed~~companies ~~by management to be significantly superior to those of other consultants~~ that ~~would~~have ~~agree~~been toformed ~~execute~~has aincreased ~~waiver or in cases where management is unable to find a service provider willing to execute a waiver~~substantially. InMany ~~addition,~~potential ~~there~~targets isfor nospecial ~~guarantee~~purpose ~~that~~acquisition ~~such entities~~companies ~~will agree to waive any claims they may~~ have inalready ~~the~~entered ~~future~~into asan a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we are unable to complete our Initial Business Combination ~~within the prescribed timeframe~~, orand ~~upon~~there ~~the~~are ~~exercise~~still ofmany aspecial ~~redemption~~purpose ~~right~~acquisition incompanies ~~connection~~preparing ~~with~~for ~~our~~an 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 $10.20 per Public Share initially held in the Trust Account~~Offering, ~~due to claims of such creditors. Pursuant to the letter agreement, a copy of which is filed~~ as anwell 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 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) $10.20 per Public Share; and (ii) the actual amount per Public Share held in the Trust Account as ofmany ~~the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that~~ such ~~liability~~companies ~~will~~currently ~~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 Actregistration. 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, ifat ~~any such claims were successfully made against the Trust Account~~times, ~~the~~fewer ~~funds~~attractive ~~available for our Initial Business Combination~~targets ~~and redemptions could be reduced to less than $10.20 per Public Share. In such event, we~~ may ~~not~~ be ~~able~~available to ~~complete~~consummate ~~our~~an Initial Business ~~Combination,~~ ~~and you would receive such lesser amount per share in connection with any redemption of your Public Shares~~Combination. ~~None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.~~

~~Our~~In addition, because there are more special purpose ~~directors~~acquisition companies seeking to enter into an Initial Business Combination with available targets, the competition for available targets with attractive fundamentals or business models may ~~decide~~increase, ~~not~~which could cause targets companies to ~~enforce~~demand ~~the~~improved ~~indemnification~~financial ~~obligations~~terms. Attractive ofdeals ~~our~~could ~~Sponsor~~also become scarcer for other reasons, ~~resulting~~such inas aeconomic ~~reduction~~or industry sector downturns, geopolitical tensions, or increases in the ~~amount~~cost of ~~funds~~additional incapital needed to close business combinations or operate targets post-business combination. This could increase the ~~Trust~~cost ~~Account~~of, ~~available~~delay ~~for~~or ~~distribution~~otherwise complicate or frustrate our ability to find and consummate an Initial Business Combination, and may result in our ~~Public~~inability ~~Shareholders~~to consummate an Initial Business Combination on terms favorable to our investors altogether.

InBecause ~~the event that the proceeds in the Trust Account are reduced below the lesser~~ of: ~~(i)~~our ~~$10.20~~limited ~~per~~resources ~~share;~~ and ~~(ii)~~ the ~~actual amount per Public Share held in the Trust Account as of~~ ~~the~~significant ~~date~~competition offor ~~the~~business ~~liquidation~~combination ~~of the Trust Account if less than $10.20 per share due to reductions in the value of the trust assets~~opportunities, ~~in each case less taxes payable, and our Sponsor asserts that~~ it ismay ~~unable~~be tomore ~~satisfy~~difficult ~~its~~for ~~obligations~~us ~~or that it has no indemnification obligations related~~ to acomplete ~~particular claim,~~ our ~~independent~~Initial ~~directors~~Business ~~would determine whether to take legal action against our Sponsor to enforce its~~Combination. ~~indemnification~~If ~~obligations. While~~ we ~~currently~~are ~~expect~~unable ~~that~~to ~~our~~complete ~~independent directors would take legal action on~~ our ~~behalf~~Initial ~~against~~Business ~~our Sponsor to enforce its indemnification obligations to us~~Combination, ~~it is possible that~~ our ~~independent~~Public ~~directors~~Shareholders inmay ~~exercising~~receive ~~their~~only ~~business judgment and subject to~~ their ~~fiduciary~~pro ~~duties~~rata ~~may~~portion ~~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. If our independent directors choose not to enforce these indemnification obligations, the amount of~~ funds in the Trust Account that are available for distribution to ~~our~~ Public Shareholders, ~~may~~and beour ~~reduced~~Warrants ~~below~~will ~~$10.20~~expire ~~per share~~worthless.

We have encountered, and expect to continue to encounter, competition from other entities having a business objective similar to ours, including private investors (which may ~~not~~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 ~~sufficient~~extensive ~~funds~~experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to ~~satisfy~~various ~~indemnification~~industries. ~~claims~~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 ~~directors~~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 ~~officers~~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 Public 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 an 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.

~~We have~~If ~~agreed to indemnify our officers and directors to~~ the ~~fullest~~funds ~~extent~~available ~~permitted by law. However, our officers and directors have agreed~~ to ~~waive~~us ~~any~~outside ~~right, title, interest or claim~~ of ~~any kind in or to any monies in the Trust Account and to not seek recourse against~~ the Trust Account ~~for~~are ~~any~~insufficient ~~reason~~to ~~whatsoever.~~allow ~~Accordingly,~~us ~~any indemnification provided will be able~~ to beoperate ~~satisfied~~for byat usleast ~~only~~the ~~if:~~remaining ~~(i) we have~~duration ~~sufficient funds outside~~ of the ~~Trust~~Completion ~~Account;~~Window, orit ~~(ii) we~~could ~~consummate~~limit the anamount ~~Initial~~available ~~Business Combination. Our obligation~~ to ~~indemnify~~ fund our ~~officers~~search ~~and~~for ~~directors may discourage shareholders from bringing~~ a ~~lawsuit~~target ~~against~~business ~~our officers~~ or ~~directors~~businesses ~~for~~and ~~breach~~complete ~~of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against~~ our ~~officers~~Initial ~~and directors,~~Business ~~even though such an action~~Combination, ifand ~~successful,~~we ~~might~~will depend ~~otherwise~~on ~~benefit~~loans usfrom ~~and~~ our ~~shareholders.~~Sponsor ~~Furthermore,~~or amanagement ~~shareholder’s investment~~team ~~may be adversely affected~~ to ~~the~~fund ~~extent~~our wesearch ~~pay the costs of settlement~~ and ~~damage~~to ~~awards~~complete ~~against~~ our ~~officers~~Initial ~~and~~Business ~~directors pursuant to these indemnification provisions~~Combination.

~~The~~Of the net proceeds of our Initial Public Offering ~~securities~~and inthe ~~which~~sale weof ~~invest~~the Private Placement Warrants, only $726,520 of cash was available to us outside the Trust Account to fund our working capital requirements as of December 31, 2022. We believe that the funds ~~held~~available into us outside of the Trust Account ~~could~~will ~~bear~~be asufficient to ~~negative~~allow ~~rate~~us to operate for at least the remaining duration of ~~interest~~the Completion Window; however, ~~which~~we cannot assure you that our estimate is accurate. Of the funds available to us, we could ~~reduce~~use a portion of the ~~value~~funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the ~~assets~~funds ~~held~~as a down payment or to fund a “no-shop” provision (a provision in ~~trust~~letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such ~~that~~target ~~the~~businesses) ~~per-share~~with ~~redemption~~respect ~~amount~~to ~~received~~a byparticular ~~Public~~proposed ~~Shareholders~~Initial ~~may~~Business Combination, bealthough ~~less~~we ~~than~~do ~~$10~~not have any current intention to do so.20 ~~per~~If ~~share~~we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

The funds held in the Trust Account may be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our Initial Business Combination or make certain amendments to our Amended and Restated Memorandum and Articles of Association, our Public Shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our Initial Business Combination, $100,000 of net interest for 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 $10.20 per share.16

If~~, after~~ we ~~distribute~~are ~~the~~required ~~proceeds~~to inseek ~~the~~additional ~~Trust~~capital, we ~~Account~~would need to ~~our~~borrow ~~Public~~funds ~~Shareholders,~~from weour ~~file~~Sponsor, amanagement ~~bankruptcy~~team or ~~insolvency~~other ~~petition~~third orparties anto ~~involuntary bankruptcy~~operate or ~~insolvency~~may ~~petition~~be isforced ~~filed~~to ~~against~~liquidate. usNone of ~~that~~our isSponsor, ~~not~~members ~~dismissed,~~of aour ~~bankruptcy~~management team or ~~insolvency~~any ~~court~~of ~~may~~their ~~seek~~affiliates is under any obligation to ~~recover~~advance funds to us in such circumstances. ~~proceeds,~~Any ~~and~~such advances would be repaid only from funds held outside the ~~members~~Trust Account or from funds released to us upon completion of our ~~board~~Initial Business Combination. Up to $2,000,000 of ~~directors~~such loans may be ~~viewed~~convertible asinto ~~having~~additional ~~breached~~Private ~~their~~Placement ~~fiduciary~~Warrants ~~duties~~of the post-transaction company at a price of $1.00 per warrant at the option of the lender. Prior to the completion of our ~~creditors~~Initial Business Combination, ~~thereby~~we do ~~exposing~~not ~~the~~expect ~~members~~to ofseek loans from parties other than our ~~board~~Sponsor or an affiliate of ~~directors~~our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. If we are unable to complete our Initial Business Combination because we do not have sufficient funds available to us, we will be forced to ~~claims~~cease operations and liquidate the Trust Account. Consequently, our Public Shareholders may only receive an estimated $10.20 per share, or possibly less, on our redemption of ~~punitive~~our ~~damages~~Public Shares, and our Warrants will expire worthless.

If~~, after~~ wethird ~~distribute~~parties ~~the~~bring ~~proceeds~~claims ~~in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed~~ against us ~~that is not dismissed~~, the ~~any~~proceeds ~~distributions~~held ~~received~~in bythe ~~shareholders~~Trust Account could be ~~viewed under~~reduced ~~applicable debtor/creditor~~ and~~/or~~ ~~bankruptcy~~the ~~laws~~per-share asredemption ~~either~~amount ~~a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts~~ received by ~~our~~ shareholders. ~~In addition, our board of directors~~ may be ~~viewed~~less ~~as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing~~than ~~itself~~$10.20 ~~and~~per ~~us to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors~~share.

16Our placing of funds in the Trust Account may not protect those funds from third party claims against us. Although we 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, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will 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. BDO USA, LLP, our independent registered public accounting firm, and the underwriter and financial advisor of our Initial Public Offering did not, and will not, execute agreements with us waiving such claims to the monies held in the Trust Account.

~~If,~~Examples of possible instances where we may engage ~~before~~a ~~distributing~~third party that refuses to execute a waiver include the ~~proceeds~~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 tofor any reason. Upon redemption of our Public ~~Shareholders~~Shares, if we ~~file~~are aunable ~~bankruptcy~~to complete orour ~~insolvency~~Initial ~~petition~~Business Combination within the prescribed timeframe, or anupon ~~involuntary~~the exercise of a redemption right in connection with ~~bankruptcy~~our orInitial ~~insolvency~~Business ~~petition~~Combination, iswe ~~filed~~will ~~against~~be usrequired to provide for payment of claims of creditors that iswere not ~~dismissed~~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 $10.20 per Public Share initially held in the Trust Account, due to claims of such creditors. inPursuant ~~such~~to ~~proceeding~~the ~~may~~letter agreement, a copy of which is filed 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 for services rendered or products sold to us, or a prospective target business with which we have entered ~~priority~~into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount ~~over~~of funds in the ~~claims~~Trust Account to below the lesser of: ~~our~~(i) ~~shareholders~~$10.20 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 $10.20 per share ~~amount~~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 underwriter and financial advisor 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 ~~otherwise~~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 ~~received~~reduced byto less than $10.20 per Public Share. In such event, we may not be able to complete our ~~shareholders~~Initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our ~~liquidation~~officers ~~may~~or bedirectors ~~reduced~~will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.17

~~If we~~Our ~~are~~directors ~~deemed~~may todecide benot anto ~~investment~~enforce the ~~company~~indemnification ~~under~~obligations ~~the~~of ~~Investment~~our ~~Company Act~~Sponsor, weresulting ~~may~~in bea ~~required~~reduction toin ~~institute~~the ~~burdensome~~amount ~~compliance~~of ~~requirements and~~funds ~~our~~in ~~activities~~the ~~may~~Trust beAccount ~~restricted,~~available ~~which may make it difficult~~ for us distribution to ~~complete~~ our ~~Initial~~Public ~~Business Combination~~Shareholders.

IfIn the event that the proceeds in the Trust Account are reduced below the lesser of: (i) $10.20 per 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 $10.20 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 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 ~~are~~currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be antoo ~~investment~~high ~~company~~relative ~~under~~to the ~~Investment~~amount ~~Company~~recoverable ~~Act~~or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our ~~activities~~Public Shareholders may be ~~restricted,~~reduced ~~including:~~below $10.20 per share.

●We ~~restrictions~~may onnot ~~the~~have ~~nature~~sufficient funds to satisfy indemnification claims of our ~~investments;~~directors and officers.

●We ~~restrictions~~have onagreed to indemnify our officers and directors to the ~~issuance~~fullest ofextent ~~securities~~permitted by law. However, ~~each~~our officers and directors have agreed to waive any right, title, interest or claim of any ~~which~~kind ~~may~~in ~~make~~or itto ~~difficult~~any monies in the Trust Account and to not seek recourse against the Trust Account for usany reason whatsoever. Accordingly, any indemnification provided will be able to ~~complete~~be ~~our~~satisfied by us only if: (i) we have sufficient funds outside of the Trust Account; or (ii) we consummate an Initial Business Combination. InOur ~~addition,~~obligation weto indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have ~~imposed~~the ~~upon~~effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us ~~burdensome~~and ~~requirements~~our shareholders. Furthermore, ~~including:~~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.

●The ~~registration~~securities asin anwhich ~~investment~~we ~~company~~invest ~~with~~the funds held in the ~~SEC;~~Trust Account could bear a negative rate of interest, which 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 $10.20 per share.

●The ~~adoption~~funds held in the Trust Account may be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a ~~specific~~positive ~~form~~rate of ~~corporate~~interest, ~~structure;~~they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our Initial Business Combination or make certain amendments to our Amended and Restated Memorandum and Articles of Association, our Public Shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our Initial Business Combination, $100,000 of net interest for 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 $10.20 per share.

~~● reporting~~If, ~~record~~after ~~keeping~~we distribute the proceeds in the Trust Account to our Public Shareholders, ~~voting~~we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, ~~proxy~~a ~~and~~bankruptcy ~~disclosure~~or ~~requirements~~insolvency court may seek to recover such proceeds, and ~~other~~the ~~rules~~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 ~~regulations~~us to claims of punitive damages.

~~In order~~If, ~~not~~after towe bedistribute ~~regulated~~the asproceeds anin ~~investment~~the ~~company~~Trust Account ~~under~~to ~~the~~our ~~Investment~~Public ~~Company Act~~Shareholders, ~~unless~~ we ~~can~~file ~~qualify~~a ~~for~~bankruptcy anor ~~exclusion,~~insolvency wepetition ~~must ensure~~or ~~that~~an weinvoluntary ~~are~~bankruptcy ~~engaged~~or ~~primarily~~insolvency inpetition ais filed ~~business~~against ~~other~~us ~~than~~that ~~investing~~is not dismissed, ~~reinvesting~~any ordistributions ~~trading~~received ofby ~~securities~~shareholders ~~and~~could ~~that~~be ~~our~~viewed ~~activities~~under applicable debtor/creditor and/or dobankruptcy ~~not~~laws ~~include~~as ~~investing,~~either ~~reinvesting,~~a ~~owning,~~“preferential ~~holding~~transfer” or ~~trading~~a “~~investment~~fraudulent ~~securities~~conveyance.” ~~constituting~~As ~~more~~a ~~than~~result, ~~40%~~a ofbankruptcy ~~our~~or ~~assets~~insolvency ~~(exclusive~~court ofcould ~~U.S.~~seek ~~government~~to ~~securities~~recover ~~and~~some ~~cash~~or ~~items)~~all onamounts anreceived ~~unconsolidated~~by ~~basis~~our shareholders. ~~Our~~In ~~business~~addition, isour toboard ~~identify~~of ~~and~~directors ~~complete~~may be viewed anas ~~Initial~~having ~~Business~~breached ~~Combination~~its ~~and~~fiduciary ~~thereafter~~duty to ~~operate~~our ~~the~~creditors ~~post-transaction business~~ and/or ~~assets~~having ~~for~~acted ~~the~~in ~~long~~bad ~~term.~~faith, Wethereby doexposing ~~not~~itself ~~plan to~~and ~~buy~~us ~~businesses~~to orclaims ~~assets~~of ~~with~~punitive damages, aby ~~view~~paying toPublic ~~resale~~Shareholders ~~or profit~~ from ~~their~~the ~~resale.~~Trust WeAccount doprior ~~not plan~~ to ~~buy~~addressing ~~unrelated~~the ~~businesses~~claims orof ~~assets or to be a passive investor~~creditors.

We do not believe that our principal activities will subject us to the Investment Company Act. To this end, the funds 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 was not, and our securities are 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 the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Initial Business Combination activity; or (iii) absent an Initial Business Combination within the Completion Window, 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 an Initial 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.18

17If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

~~Changes~~ If, before distributing the proceeds in ~~laws~~the orTrust Account ~~regulations~~to our Public Shareholders, ~~including~~we ~~different~~file a bankruptcy or ~~heightened~~insolvency ~~rules~~petition or ~~requirements~~an ~~promulgated~~involuntary bybankruptcy ~~the~~or ~~SEC~~insolvency petition is filed against us that is not dismissed, orthe aproceeds ~~failure~~held toin ~~comply~~the ~~with~~Trust ~~any laws~~Account ~~and~~could ~~regulations~~be subject to applicable bankruptcy law, and may be ~~adversely~~included ~~affect~~in our ~~business,~~bankruptcy ~~including~~estate ~~our~~and ~~ability~~subject to ~~negotiate~~the ~~and~~claims ~~complete~~of third parties with priority over the claims of our ~~Initial~~shareholders. ~~Business~~To the ~~Combination~~extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders ~~and~~in ~~results~~connection ofwith ~~operations~~our liquidation may be reduced.

WeIf ~~are subject to laws and regulations enacted by national, regional and local governments. In particular,~~ we are ~~required~~deemed to ~~comply~~be ~~with~~an ~~certain~~investment ~~SEC and other legal requirements. It~~company isunder ~~likely~~the ~~that~~Investment weCompany ~~will become subject to different or heightened rules or requirements promulgated by the SEC~~Act, ~~and~~ we may ~~become~~be ~~subject to~~required ~~heightened or increased scrutiny by the SEC. On December 10, 2020, the SEC’s Office of Investor Education and Advocacy issued an investor bulletin entitled What You Need~~ to ~~Know~~institute ~~About~~burdensome ~~SPACs.~~compliance Onrequirements ~~December 22, 2020, the SEC’s Division of Corporate Finance issued CF Disclosure Guidance: Topic No. 11 regarding special purpose acquisition companies. Compliance with,~~ and ~~monitoring~~our ~~of,~~activities ~~applicable laws and regulations~~ may be ~~difficult~~restricted, ~~time consuming and costly. The SEC’s regulatory agenda and recent public statements by the SEC’s~~ ~~Chairman indicate that SEC anticipates proposing new rules impacting special purpose acquisition companies (“SPACs”) in the spring of 2022,~~ which primary focus is expected to be: information asymmetries between early and late stage investors, use of misleading or fraudulent information in marketing materials, updating liability regimes to mitigate conflicts of interest among a SPAC’s sponsors and the investing public, which may ~~result~~make init ~~SPACs~~difficult ~~no longer being eligible to rely on the Private Securities Litigation Reform Act~~ for ~~making~~ ~~forward~~us ~~looking statements. Given these factors, as well as the rise in SPAC litigation, we may find it challenging~~ to ~~identify a target and/or~~ complete anour Initial Business Combination ~~within the remaining life of the SPAC~~.

~~Those laws~~If ~~and~~we ~~regulations~~are ~~and~~deemed ~~their interpretation and application may also change from time~~ to ~~time.~~be Inan ~~particular,~~investment itcompany ~~is possible that we~~under ~~may~~the ~~become~~Investment ~~subject~~Company ~~to different or heightened rules or requirements~~Act, ~~or face increased regulatory scrutiny, by the SEC. These changes could have a material adverse effect on~~ our ~~business,~~activities ~~investments and results of operations, and we~~ may ~~not~~be ~~have launched our Company had we been subject to these changes in laws~~restricted, regulations or increased regulatory scrutiny at the time of the Initial Public Offering. 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.~~:

~~If we~~● ~~are~~restrictions ~~unable~~on ~~to consummate our Initial Business Combination within~~ the ~~Completion~~nature ~~Window,~~of our ~~Public~~investments; ~~Shareholders may be forced to wait beyond such period before redemption from our Trust Account.~~and

If● werestrictions ~~are unable to consummate our Initial Business Combination within the Completion Window, the funds then~~ on ~~deposit in~~ the ~~Trust~~issuance ~~Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000~~ of ~~interest to pay dissolution expenses)~~securities, ~~will~~each ~~be used to fund the redemption~~ of ~~our~~which ~~Public~~may ~~Shares,~~make asit ~~further~~difficult ~~described~~for ~~herein.~~us ~~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~~complete ~~voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to~~ our ~~Public~~Initial ~~Shareholders,~~Business ~~as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act~~Combination. In ~~that case~~addition, ~~investors~~ may be forced to wait beyond the duration of the Completion Window before the redemption proceeds of our Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we ~~consummate~~may ~~our Initial Business Combination prior thereto and only then in cases where investors~~ have ~~sought~~imposed ~~to redeem their Public Shares. Only~~ upon ~~our~~us ~~redemption~~burdensome orrequirements, ~~any liquidation will Public Shareholders be entitled to distributions if we are unable to complete our Initial Business Combination.~~including:

18● registration as an investment company with the SEC;

~~Our shareholders~~● ~~may~~adoption ~~be held liable for claims by third parties against us to the extent~~ of ~~distributions~~a ~~received~~specific byform ~~them upon redemption~~ of ~~their~~corporate ~~shares.~~structure; and

~~If we~~● ~~are forced to enter into an insolvent liquidation~~reporting, ~~any~~record ~~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~~keeping, ~~we were unable to pay our debts as they fall due in the ordinary course of business. As a result~~voting, aproxy ~~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~~disclosure ~~have~~requirements ~~acted in bad faith, thereby exposing themselves~~ and ~~our~~other ~~Company~~rules ~~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 Islandsregulations.

~~We may~~In order not ~~hold~~to anbe ~~annual~~regulated ~~general~~as ~~meeting~~an ~~until~~investment company ~~after~~under the ~~consummation~~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 is to identify and complete an Initial Business Combination, ~~which~~and ~~could~~thereafter ~~delay~~to operate the ~~opportunity~~ post-transaction business or assets for ~~our~~the ~~shareholders~~long term. We do not plan to ~~appoint~~buy ~~directors~~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.

InWe ~~accordance~~do ~~with~~not ~~Nasdaq~~believe ~~corporate~~that ~~governance~~our principal activities ~~requirements~~will subject us to the Investment Company Act. To this end, wethe ~~are~~funds ~~required~~held toin ~~hold~~the anTrust ~~annual~~Account ~~general~~may ~~meeting~~only nobe ~~later~~invested ~~than~~in ~~one~~United States “government ~~year~~securities” ~~after~~within ~~our~~the ~~first~~meaning ~~full~~of ~~fiscal~~Section 2(a)(16) ~~year~~of ~~end~~the ~~following~~Investment Company Act having a maturity of 185 days ~~our~~or ~~listing~~less onor ~~Nasdaq.~~in ~~There~~money ismarket nofunds ~~requirement~~meeting certain conditions under Rule 2a-7 promulgated under the ~~Companies~~Investment Company Act ~~for~~which invest usonly in direct U.S. government treasury obligations. Pursuant to ~~hold~~the ~~annual~~trust oragreement, ~~extraordinary~~the ~~general~~trustee ~~meetings~~is not permitted to ~~appoint~~invest in ~~directors~~other securities or assets. ~~Until~~By werestricting ~~hold~~the aninvestment ~~annual~~of ~~general~~the ~~meeting~~proceeds to these instruments, ~~Public~~and ~~Shareholders~~by ~~may~~having ~~not~~a bebusiness ~~afforded~~plan targeted at acquiring and growing businesses for the ~~opportunity~~long toterm ~~appoint~~(rather ~~directors~~than on buying and toselling businesses in the manner of a merchant bank or ~~discuss~~private equity fund), we intend to avoid being deemed an “investment company” ~~affairs~~within ~~with~~the ~~management~~meaning of the Investment Company Act. Our ~~board~~Initial ofPublic ~~directors~~Offering was not, and our securities are not, intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is ~~divided~~intended ~~into~~as ~~three~~a ~~classes~~holding ~~with~~place ~~only~~for ~~one~~funds ~~class~~pending the earliest to occur of ~~directors~~either: ~~being~~(i) the ~~appointed~~completion of our Initial Business Combination; (ii) the redemption of any Public Shares properly submitted in ~~each~~connection ~~year~~with a shareholder vote to amend our Amended and ~~each~~Restated ~~class~~Memorandum and Articles of Association (~~except~~A) to ~~for~~modify ~~those~~the substance ~~directors~~or ~~appointed~~timing ~~prior~~of our obligation to allow redemption in connection with our ~~first~~Initial ~~annual~~Business ~~general~~Combination ~~meeting~~or to redeem 100% of our Public Shares if we do not complete our Initial Business Combination within the Completion Window or (B) with ~~serving~~respect ato ~~three~~any other material provisions relating to shareholders’ rights or pre-~~year~~Initial Business Combination activity; or (iii) ~~term.~~absent an Initial InBusiness ~~addition~~Combination within the Completion Window, asour ~~holders~~return of ~~our~~the ~~Class~~funds Aheld ~~Ordinary~~in ~~Shares,~~the Trust Account to our Public Shareholders ~~will~~as part of our redemption of the Public Shares. If we do not ~~have~~invest the ~~right~~proceeds as discussed above, we may be deemed to ~~vote~~be onsubject to the ~~appointment of~~Investment ~~directors~~Company ~~until~~Act. ~~after~~If we were deemed to be subject to the ~~consummation~~Investment ofCompany 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 an Initial 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.

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 any particular target business’s operations.19

~~Our efforts~~Changes toin ~~identify~~laws aor ~~prospective~~regulations, ~~Initial~~including different ~~Business~~or ~~Combination~~heightened ~~target~~rules ~~will~~or ~~not~~requirements bepromulgated ~~limited~~by tothe ~~a particular industry~~SEC, ~~sector~~ or ~~geographic region.~~a ~~While~~failure weto ~~may~~comply ~~pursue~~with ~~an Initial Business Combination opportunity in~~ any ~~industry~~laws orand ~~sector~~regulations, wemay ~~intend to capitalize on the ability~~adversely ofaffect our ~~management~~business, ~~team~~including ~~and~~our ~~board~~ability ~~of directors~~ to ~~identify~~negotiate and ~~acquire~~complete ~~a business or businesses that can benefit from~~ our management team and board of directors’ established global relationships and operating experience. Our management team and board of directors have extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors. Our Amended and Restated Memorandum and Articles of Association prohibits us from effecting an Initial Business Combination ~~with~~and ~~another blank~~results ~~check~~of ~~company or similar company with nominal~~ operations.

~~Because~~We weare ~~have~~subject ~~not yet selected any specific target business with respect~~ to anlaws ~~Initial~~and ~~Business~~regulations ~~Combination, there is no basis to evaluate the possible merits or risks of any particular~~enacted ~~target~~by ~~business’s operations~~national, ~~results~~regional ofand ~~operations,~~local ~~cash flows, liquidity, financial condition or prospects~~governments. ToIn ~~the extent we complete our Initial Business Combination~~particular, we ~~may~~are berequired ~~affected~~to bycomply ~~numerous~~with ~~risks~~certain ~~inherent~~SEC inand ~~the~~other ~~business~~legal ~~operations with which we combine~~requirements. ~~For~~Compliance ~~example, if we combine~~ with ~~a financially unstable business or an entity lacking an established record of sales or earnings~~, ~~we may be affected by the risks inherent in the business~~ and ~~operations~~monitoring of, aapplicable ~~financially~~laws ~~unstable or a development stage entity. Although our officers~~ and ~~directors~~regulations ~~will~~may ~~endeavor~~be ~~to evaluate the risks inherent in a particular target business~~difficult, ~~we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate~~ time toconsuming ~~complete~~and ~~due diligence~~costly. ~~Furthermore,~~Those ~~some of~~laws ~~these~~and ~~risks~~regulations ~~may be outside of our control~~ and ~~leave us with no ability to control or reduce the chances that those risks will adversely~~their ~~impact~~interpretation aand ~~target~~application ~~business.~~may We also ~~cannot~~change ~~assure~~from ~~you~~time ~~that an investment in our securities will ultimately prove~~ to betime. ~~more~~In ~~favorable to investors than a direct investment~~particular, ifit ~~such~~is ~~opportunity~~possible ~~were~~that ~~available,~~we inmay anbecome ~~Initial~~subject ~~Business Combination target. Accordingly, any shareholders who choose~~ to ~~remain shareholders following the Initial Business Combination could suffer a reduction in the value of their securities.~~different ~~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~~heightened ofrules ~~a duty of care~~ or ~~other fiduciary duty owed to them~~requirements, or ifface ~~they~~increased ~~are~~regulatory ~~able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials~~scrutiny, asby ~~applicable, relating to~~ the ~~Initial business Combination contained an actionable material misstatement or material omission~~SEC.

19On March 30, 2022, the SEC issued proposed rules (“2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving special purpose acquisition companies and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; potentially limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which special purpose acquisition companies could become subject to regulation under the Investment Company Act. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to engage financial and capital market advisors, negotiate and complete our initial business combination and may increase the costs and time related thereto. Given the 2022 Proposed Rules, as well as the rise in SPAC litigation, we may find it challenging to identify a target and/or complete an Initial Business Combination within the remaining life of the SPAC.

WeThese ~~may~~changes ~~seek~~could ~~Initial~~have ~~Business~~a ~~Combination~~material adverse effect on our business, ~~opportunities~~investments and results of operations, and we may not have launched our Company had we been subject to these changes in ~~industries~~laws, regulations or ~~sectors~~increased ~~that~~regulatory ~~may~~scrutiny beat ~~outside~~the time of the Initial Public Offering. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our ~~management’s~~business, ~~areas~~including ofour ~~expertise~~ability to negotiate and complete our Initial Business Combination.

WeIf ~~will consider an Initial Business Combination outside of our management’s areas of expertise if an Initial Business Combination candidate is presented to us and~~ we ~~determine~~are ~~that~~unable ~~such candidate offers an attractive Initial Business Combination opportunity for our Company. Although our management will endeavor~~ to ~~evaluate~~consummate the risks inherent in any particular Initial 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 ~~securities will not ultimately prove to be less favorable to investors in the~~ Initial ~~Public Offering than a direct investment,~~ ~~if an opportunity were available, in an Initial~~ Business Combination ~~candidate.~~within In the ~~event~~Completion ~~we elect to pursue an Initial Business Combination outside of the areas of our management’s expertise~~Window, our ~~management’s~~Public ~~expertise~~Shareholders may ~~not~~ be ~~directly applicable~~forced to ~~its~~wait ~~evaluation~~beyond orsuch ~~operation,~~period ~~and~~before ~~the information contained in this Annual Report regarding the areas of our~~redemption ~~management’s~~from ~~expertise would not be relevant to an understanding of the business that we elect to acquire. As a result,~~ our ~~management~~ ~~may~~Trust ~~not be able to ascertain or assess adequately all of the relevant risk factors~~Account. Accordingly, any shareholders who choose to remain shareholders following our Initial Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

~~Although~~ If we ~~have~~are ~~identified~~unable ~~general~~to ~~criteria~~consummate ~~and~~our ~~guidelines~~Initial ~~that~~Business Combination wewithin ~~believe~~the ~~are~~Completion ~~important~~Window, the funds then on deposit in ~~evaluating~~the ~~prospective~~Trust ~~target~~Account, ~~businesses~~including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our Public Shares, as further described herein. Any redemption of Public Shareholders from the Trust Account will be effected automatically by function of our Amended and Restated Memorandum and Articles of Association prior to any voluntary winding up. If we ~~may~~are required to ~~enter~~wind-up, ~~into~~liquidate the Trust Account and distribute such amount therein, pro rata, to our ~~Initial~~Public ~~Business~~Shareholders, ~~Combination~~as part of any liquidation process, such winding up, liquidation and distribution must comply with athe ~~target~~applicable provisions of the Companies Act. In that ~~does~~case, investors ~~not~~may ~~meet~~be ~~such~~forced ~~criteria~~to ~~and~~wait ~~guidelines~~beyond the duration of the Completion Window before the redemption proceeds of our Trust Account become available to them, and asthey areceive ~~result,~~the return of their pro rata portion of the ~~target~~proceeds from our Trust Account. We have no obligation ~~business~~to ~~with~~return ~~which~~funds weto ~~enter~~investors ~~into~~prior to the date of our redemption or liquidation unless we consummate our Initial Business Combination prior ~~may~~thereto ~~not~~and only then in cases where investors have ~~attributes~~sought ~~entirely~~to ~~consistent~~redeem ~~with~~their Public Shares. Only upon our ~~general~~redemption ~~criteria~~or any liquidation ~~and~~will ~~guidelines~~Public Shareholders be entitled to distributions if we are unable to complete our Initial Business Combination.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our Initial Business Combination will not have all of these positive attributes. If we complete our Initial Business Combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective Initial Business Combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by 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 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.20

~~We are~~Our ~~not~~shareholders ~~required~~may tobe ~~obtain~~held anliable ~~opinion from an independent investment banking firm or from a valuation or appraisal firm, and consequently,~~for ~~you~~claims ~~may~~by ~~have~~third noparties ~~assurance~~against ~~from~~us anto ~~independent source that~~ the ~~price~~extent weof ~~are~~distributions ~~paying~~received ~~for~~by ~~the~~them ~~business~~upon isredemption ~~fair to our shareholders from a financial point~~ of ~~view~~their shares.

~~Unless~~If we ~~complete~~are ~~our~~forced ~~Initial~~to ~~Business~~enter ~~Combination with~~into an ~~affiliated~~insolvent ~~entity~~liquidation, any ordistributions ~~our~~received ~~board~~by ofshareholders ~~directors~~could ~~cannot~~be ~~independently~~viewed ~~determine~~as ~~the~~an ~~fair~~unlawful ~~market~~payment ~~value~~if ofit ~~the~~was ~~target~~proved ~~business~~that orimmediately ~~businesses~~following the date ~~(including~~on ~~with~~which the ~~assistance~~distribution ofwas ~~financial advisors)~~made, we ~~are~~were ~~not~~unable ~~required~~ to ~~obtain~~pay anour ~~opinion~~debts ~~from~~as anthey ~~independent~~fall ~~investment~~due ~~banking firm~~in ~~which~~the isordinary course of business. As a ~~member~~result, a ofliquidator ~~FINRA~~could seek to recover some or ~~another~~all ~~independent~~amounts ~~entity~~received ~~that~~by ~~commonly~~our ~~renders~~shareholders. ~~valuation~~Furthermore, ~~opinions~~our ~~stating~~directors ~~that~~may ~~the~~be ~~consideration~~viewed as having tobreached betheir ~~paid~~fiduciary byduties to us inor ~~such~~our ancreditors ~~Initial~~and/or ~~Business~~may ~~Combination~~have isacted ~~fair~~in tobad faith, thereby exposing themselves and our Company to ~~and~~claims, ~~shareholders~~by paying Public Shareholders from athe ~~financial~~Trust ~~point~~Account prior to addressing the claims of ~~view~~creditors. IfWe ~~no opinion~~cannot isassure ~~obtained,~~you ~~our~~that claims ~~shareholders~~ will not be ~~relying~~brought onagainst ~~the~~us ~~judgment~~for ofthese ~~our~~reasons. ~~board~~We ofand our directors, and officers who ~~will~~knowingly ~~determine~~and ~~fair~~willfully ~~market~~authorized ~~value~~or permitted ~~based~~any ondistribution ~~standards~~to ~~generally~~be ~~accepted~~paid byout ~~the~~of ~~financial~~our ~~community.~~share ~~Such~~premium ~~standards~~account ~~used~~while ~~will~~we bewere ~~disclosed~~unable into pay our ~~proxy~~debts ~~materials~~as orthey ~~tender~~fall due in the ordinary course ~~offer~~of ~~documents,~~business aswould ~~applicable~~be guilty of an offence and may be liable to a fine of $18,293 ~~related~~and to ~~our~~imprisonment ~~Initial~~for ~~Business~~five ~~Combination~~years in the Cayman Islands.

20We 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.

~~The~~In ~~nominal~~accordance ~~purchase~~with ~~price~~Nasdaq ~~paid~~corporate bygovernance requirements, we are required to hold an annual general meeting no later than one year after our ~~initial~~first full fiscal year end following ~~shareholders~~our ~~for~~listing ~~the~~on ~~Founder~~Nasdaq. ~~Shares~~There ~~may~~is ~~significantly~~no ~~dilute~~requirement under the ~~implied~~Companies ~~value~~Act offor ~~your~~us ~~Public~~to ~~Shares~~hold inannual ~~the~~or ~~event~~extraordinary wegeneral ~~complete~~meetings anto ~~Initial~~appoint ~~Business Combination~~directors. InUntil ~~addition,~~we ~~the~~hold ~~value~~an ofannual ~~the~~general ~~initial~~meeting, ~~shareholders’~~Public ~~Founder~~Shareholders ~~Shares~~may ~~will~~not be ~~significantly~~afforded ~~greater~~the ~~than~~opportunity ~~the~~to appoint directors and to ~~amount~~discuss ~~our~~company ~~initial~~affairs ~~shareholders~~with ~~paid~~management. toOur ~~purchase~~board ~~such~~of ~~Founder~~directors ~~Shares~~is individed ~~the~~into ~~event~~three weclasses ~~complete~~with anonly ~~Initial~~one ~~Business~~class ~~Combination,~~of ~~even~~directors ifbeing appointed ~~the~~in ~~Initial~~each ~~Business~~year ~~Combination~~and ~~causes~~each ~~the~~class ~~trading~~(except ~~price~~for those directors appointed prior to our first annual general meeting) serving a three-year term. In addition, as holders of our Class A Ordinary Shares, our Public Shareholders will not have the right to ~~materially~~vote ~~decline~~on the appointment of directors until after the consummation of our Initial Business Combination.

~~Our~~Because ~~initial~~we ~~shareholders~~are ~~invested~~neither anlimited ~~aggregate~~to evaluating ofa ~~$15,274,920~~target inbusiness us in ~~connection~~a ~~with~~particular ~~our~~industry ~~Initial~~sector ~~Public~~nor ~~Offering,~~have ~~comprised~~we ofselected ~~the~~any ~~$25,000~~target ~~purchase~~businesses ~~price~~with ~~for~~which ~~the Founder Shares and the $15,249,920 purchase price for the Private Placement Warrants. We offered our Units~~ to ~~the~~pursue ~~public at an offering price of $10.00 per Unit, and the amount in~~ our ~~Trust~~Initial ~~Account was initially $10.20 per Public Share, implying an initial value of $10.20 per Public Share.~~Business ~~However~~Combination, ~~because~~you ~~the~~will ~~initial~~be ~~shareholders~~unable ~~paid~~to ~~only~~ascertain ~~a nominal purchase price of approximately $0.003 per Founder Share,~~ the ~~value~~merits ofor ~~your Public~~risks ~~Shares may be significantly diluted as a result~~ of ~~the~~any ~~automatic~~particular ~~conversion~~target ~~of our initial shareholders~~business’s ~~Founder Shares into Class A Ordinary Shares upon our completion of an Initial Business Combination~~operations.

~~The~~Our ~~following~~efforts ~~table~~to ~~shows~~identify ~~the~~a ~~Public~~prospective ~~Shareholders’~~Initial ~~and~~Business ~~our~~Combination ~~initial~~target ~~shareholders’~~will ~~investment~~not ~~per~~be ~~share~~limited ~~and how these compare~~ to ~~the~~a ~~implied~~particular ~~value~~industry, ofsector ~~one~~or ~~Class A~~geographic ~~Ordinary~~region. ~~Share upon~~While ~~the~~we ~~completion~~may ofpursue ~~our~~an Initial Business Combination. ~~The~~opportunity ~~following~~in ~~table~~any ~~assumes~~industry ~~that~~or ~~(i) our valuation is $295~~sector,~~498,030~~ ~~(which is the amount~~ we ~~would~~intend ~~have~~to incapitalize on the ~~Trust~~ability ~~Account~~of ~~for~~ our ~~Initial~~management ~~Business~~team ~~Combination~~and ~~net~~board of ~~deferred underwriting commissions), (ii) no~~ ~~interest~~directors isto ~~earned~~identify onand ~~the~~acquire ~~funds~~a ~~held~~business inor ~~the~~businesses ~~Trust~~that ~~Account,~~can ~~(iii) no~~benefit ~~Public~~from ~~Shares are redeemed in connection with~~ our ~~Initial~~management ~~Business Combination~~team and ~~(iv) all~~board ~~Founder~~of ~~Shares~~directors’ ~~are~~established global ~~held~~relationships byand ~~our~~operating ~~initial~~experience. ~~shareholders~~Our ~~upon~~management ~~completion~~team ~~of our Initial Business Combination,~~ and ~~does~~board ~~not~~of ~~take~~directors ~~into~~have ~~account~~extensive ~~other~~experience ~~potential~~in ~~impacts~~identifying onand executing ~~our~~strategic ~~valuation~~investments atglobally ~~the~~and ~~time~~has ofdone ~~the~~so ~~Initial~~successfully ~~Business~~in ~~Combination,~~a ~~such~~number ~~as (i) the value~~ of ~~our~~sectors. ~~Public~~Our ~~Warrants~~Amended and ~~Private~~Restated ~~Placement~~Memorandum ~~Warrants,~~and Articles ~~(ii) the trading price~~ of ~~our~~Association ~~Class~~prohibits Aus ~~Ordinary~~from ~~Shares,~~effecting ~~(iii) the~~ an Initial Business Combination ~~transaction~~with ~~costs~~another ~~(other~~blank ~~than~~check ~~the~~company ~~payment of $10,499,930 of deferred underwriting commissions), (iv) any equity issued~~ or ~~cash~~similar ~~paid to the target’s sellers, (v) any equity issued to other third party investors, or (vi) the~~company ~~target’s~~with ~~business~~nominal ~~itself~~operations.

Class A Ordinary Shares held by Public Shareholders		29,999,800 shares
Class B ordinary shares held by initial shareholders		7,499,950 shares
Total ordinary shares		37,499,750 shares
Total funds in trust at the Initial Business Combination	$	295,498,030
Public Shareholders’ investment per Class A Ordinary Share(1)	$	10.00
Our initial shareholders’ investment per Class B ordinary share(2)	$	0.003
Implied value per Class A ordinary share upon the Initial Business Combination(3)	$	7.88

Because we have not yet selected any specific target business with respect to an Initial Business Combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our Initial Business Combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our securities will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in an Initial Business Combination target. Accordingly, any shareholders who choose to remain shareholders following the Initial 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 Initial business Combination contained an actionable material misstatement or material omission.

~~(1) While the Public Shareholders’ investment is in both the Public Shares and the Public Warrants, for purposes of this table the full investment amount is ascribed to the Public Shares only.~~21

~~(2)~~We may ~~The~~seek ~~initial~~Initial ~~shareholders’~~Business ~~total~~Combination ~~investment~~opportunities in ~~the~~industries ~~equity~~or ofsectors ~~the~~that ~~Company,~~may ~~inclusive~~be outside of ~~the~~our ~~Founder Shares and the Sponsor~~management’s ~~$15,249,920~~areas ~~investment in the Private Placement Warrants, is $15,274,920. For purposes~~ of ~~this table, the full investment amount is ascribed to the Founder Shares only~~expertise.

~~(3)~~We will ~~All~~consider ~~Founder~~an ~~Shares~~Initial ~~would~~Business ~~automatically~~Combination ~~convert~~outside ~~into~~of ~~Class~~our Amanagement’s ~~Ordinary~~areas ~~Shares~~of ~~upon~~expertise ~~completion~~if an Initial Business Combination candidate is presented to us and we determine that such candidate offers an attractive Initial Business Combination opportunity for our Company. Although our management will endeavor to evaluate the risks inherent in any particular Initial 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 securities will not ultimately prove to be less favorable to investors in the Initial Public Offering than a direct investment, if an opportunity were available, in an Initial Business Combination candidate. In the event we elect to pursue an Initial 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. Accordingly, any shareholders who choose to remain shareholders following our Initial Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

~~Based on these assumptions, each Class A~~Although ~~Ordinary~~we ~~Share would~~ have anidentified ~~implied~~general ~~value~~criteria ofand ~~$7.88~~guidelines ~~per~~that ~~share~~we ~~upon~~believe ~~completion~~are ofimportant ~~our~~in ~~Initial~~evaluating ~~Business~~prospective ~~Combination~~target businesses, ~~representing~~we ~~a 22.7%~~may ~~decrease~~enter ~~from~~into ~~the initial implied value of $10.20 per Public Share. While the implied value of $7.88 per Class A Ordinary Share upon completion of~~ our Initial Business Combination ~~would~~with ~~represent~~ a ~~dilution~~target to our Public Shareholders, this would represent a significant increase in value for our initial shareholders relative to the price they paid for each Founder Share. At $7.88 per Class A Ordinary Share, the 7,499,950 Class A Ordinary Shares that ~~the~~does ~~initial~~not ~~shareholders~~meet would own upon completion of our Initial Business Combination (after automatic conversion of the 7,499,950 Founder Shares) would have an aggregate implied value of $59,099,606. As a result, even if the trading price of our Class A Ordinary Shares significantly declines, the value of the Founder Shares held by our initial shareholders will be significantly greater than the amount our initial shareholders paid to purchase such ~~Founder~~criteria ~~Shares. In~~and ~~addition~~guidelines, ~~our~~and ~~initial shareholders could potentially recoup their entire investment in our Company even if the trading price of our Class A Ordinary Shares after the Initial Business Combination is~~ as ~~low as $2.04 per share. As~~ a result, ~~our initial shareholders are likely to earn a substantial profit on their investment in us upon disposition of its Class A Ordinary Shares even if~~ the ~~trading price~~target ofbusiness ~~our~~with ~~Class~~which ~~A Ordinary Shares declines after~~ we ~~complete~~enter into our Initial Business Combination. ~~Our initial shareholders~~ may ~~therefore~~not ~~be economically~~have ~~incentivized~~attributes toentirely ~~complete~~consistent ~~an Initial Business Combination~~ with ~~a riskier, weaker-performing or less-established target business than would be the case if~~ our ~~initial~~general ~~shareholders had paid the same per share price for the Founder Shares as our Public Shareholders~~criteria ~~paid~~and ~~for their Public Shares~~guidelines.

21Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our Initial Business Combination will not have all of these positive attributes. If we complete our Initial Business Combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective Initial Business Combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by 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 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.

~~This~~We are ~~dilution~~not ~~would~~required ~~increase~~ to ~~the~~obtain ~~extent~~an ~~that the~~opinion ~~anti-dilution provisions~~from ofan ~~the~~independent ~~Founder~~investment ~~Shares~~banking ~~result~~firm inor ~~the~~from ~~issuance~~a ofvaluation ~~Class~~or Aappraisal ~~Ordinary~~firm, ~~Shares~~and ~~on a greater than one-to-one basis~~consequently, ~~upon~~you ~~conversion~~may ofhave ~~the~~no ~~Founder~~assurance ~~Shares~~from atan ~~the~~independent ~~time~~source ofthat ~~our Initial Business Combination and would become exacerbated to~~ the ~~extent~~price ~~that Public~~we ~~Shareholders~~are ~~seek~~paying ~~redemptions from the Trust Account~~ for ~~their Public Shares. In addition, because of~~ the ~~anti-dilution protection in~~business ~~the~~is ~~Founder~~fair ~~Shares,~~to ~~any equity or equity-linked securities issued in connection with~~ our ~~Initial~~shareholders ~~Business~~from ~~Combination would be~~a ~~disproportionately~~financial ~~dilutive~~point toof ~~our Class A Ordinary Shares~~view.

WeUnless we ~~may~~complete ~~issue~~our ~~additional~~Initial ~~Class~~Business ACombination ~~Ordinary Shares~~with an affiliated entity or ~~preference~~our ~~shares~~board toof ~~complete~~directors ~~our~~cannot ~~Initial~~independently ~~Business~~determine ~~Combination~~the orfair market ~~under~~value anof ~~employee~~the ~~incentive~~target ~~plan~~business ~~after~~or ~~completion~~businesses of(including ~~our~~with ~~Initial Business~~the ~~Combination.~~assistance Weof ~~may~~financial ~~also~~advisors), ~~issue~~we ~~Class~~are Anot ~~Ordinary~~required ~~Shares~~to ~~upon~~obtain an ~~the~~opinion ~~conversion~~from ofan ~~the~~independent ~~Founder~~investment ~~Shares~~banking atfirm which is a ~~ratio~~member ~~greater~~of ~~than~~FINRA ~~one-to-one~~or another independent entity that commonly renders atvaluation opinions stating that the ~~time~~consideration ofto ~~our~~be paid by us in such an Initial Business Combination asis fair to our Company and shareholders from a ~~result~~financial point of ~~the~~view. ~~anti-dilution~~If ~~provisions~~no ~~contained~~opinion ~~therein.~~is ~~Any~~obtained, ~~such~~our ~~issuances~~shareholders ~~would dilute~~will be relying on the ~~interest~~judgment of our ~~shareholders~~board of ~~and~~directors, ~~likely~~who ~~present~~will ~~other~~determine ~~risks~~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.

Our Amended and Restated Memorandum and Articles of Association authorize the issuance of up to 500,000,000 Class A Ordinary Shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share. As of December 31, 2021, there are 470,000,200 and 42,500,050 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. Currently, there are no preference shares issued and outstanding.22

WeThe nominal ~~may~~purchase ~~issue~~price apaid ~~substantial~~by ~~number~~our ofinitial ~~additional Class~~shareholders Afor ~~Ordinary~~the Founder Shares ormay ~~preference~~significantly ~~shares~~dilute tothe ~~complete~~implied ~~our~~value ~~Initial~~of ~~Business~~your ~~Combination~~Public Shares orin ~~under~~the anevent ~~employee~~we ~~incentive~~complete ~~plan~~an ~~after completion of our~~ Initial Business Combination. WeIn ~~may~~addition, ~~also~~the ~~issue~~value ~~Class A Ordinary Shares upon conversion~~ of the ~~Class B~~initial ~~ordinary~~shareholders’ ~~shares~~Founder atShares awill ~~ratio~~be significantly greater than ~~one-to-one at~~ the ~~time~~amount of our ~~Initial~~initial ~~Business~~shareholders ~~Combination~~paid asto apurchase ~~result~~such ofFounder ~~the~~Shares ~~anti-dilution provisions as~~in ~~set~~the ~~forth~~event ~~therein.~~we ~~However, our Amended and Restated Memorandum and Articles of Association provide, among other things, that prior~~complete toan ~~our~~ Initial Business Combination, weeven ~~may~~if ~~not issue additional shares that would entitle~~ the ~~holders thereof to: (i) receive funds from the Trust Account; or (ii) vote on any~~ Initial Business Combination. ~~These~~causes ~~provisions~~the oftrading ~~our~~price ~~Amended and Restated Memorandum and Articles~~ of ~~Association, like all provisions of~~ our ~~Amended~~Class ~~and~~A ~~Restated~~Ordinary ~~Memorandum~~Shares ~~and Articles of Association, may be amended with~~to amaterially ~~shareholder vote~~decline. ~~The issuance of additional ordinary or preference shares:~~

●Our initial shareholders invested an aggregate of $15,274,920 in us in connection with our Initial Public Offering, comprised of the $25,000 purchase price for the Founder Shares and the $15,249,920 purchase price for the Private Placement Warrants. We offered our Units to the public at an offering price of $10.00 per Unit, and the amount in our Trust Account was initially $10.20 per Public Share, implying an initial value of $10.20 per Public Share. However, because the initial shareholders paid only a nominal purchase price of approximately $0.003 per Founder Share, the value of your Public Shares may be significantly ~~dilute~~diluted as a result of the ~~equity~~automatic ~~interest~~conversion of ~~existing~~our initial ~~security~~shareholders’ ~~holders;~~Founder Shares into Class A Ordinary Shares upon our completion of an Initial Business Combination.

●The ~~may~~following ~~subordinate~~table shows the ~~rights~~Public ofShareholders’ and ~~holders~~our initial shareholders’ investment per share and how these compare to the implied value of ~~Class~~one Class A Ordinary ~~Shares~~Share upon ifthe ~~preference~~completion ~~shares~~of our Initial Business Combination. The following table assumes that (i) our valuation is $305,997,960 (which is the amount we would have in the Trust Account for our Initial Business Combination), (ii) no interest is earned on the funds held in the Trust Account, (iii) no Public Shares are ~~issued~~redeemed in connection with ~~rights~~our ~~senior~~Initial toBusiness Combination ~~those~~and ~~afforded~~(iv) all Founder Shares are held by our initial shareholders upon completion of our Initial Business Combination, and does not take into account other potential impacts on our valuation at the time of the Initial Business Combination, such as (i) the value of our Public Warrants and Private Placement Warrants, (ii) the trading price of our Class A Ordinary Shares;, (iii) the Initial Business Combination transaction costs, (iv) any equity issued or cash paid to the target’s sellers, (v) any equity issued to other third party investors, or (vi) the target’s business itself.

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

Class A Ordinary Shares held by Public Shareholders		29,999,800 shares
Class B ordinary shares held by initial shareholders		7,499,950 shares
Total ordinary shares		37,499,750 shares
Total funds in trust at the Initial Business Combination	$	305,997,960
Public Shareholders’ investment per Class A Ordinary Share⁽¹⁾	$	10.00
Our initial shareholders’ investment per Class B ordinary share⁽²⁾	$	0.003
Implied value per Class A Ordinary Share upon the Initial Business Combination⁽³⁾	$	8.16

●(1) ~~may~~While ~~adversely~~the ~~affect~~Public ~~prevailing~~Shareholders’ ~~market~~investment ~~prices~~is ~~for~~in ~~our~~both ~~Units,~~the Public Shares and~~/or~~ the Public Warrants, for purposes of this table the full investment amount is ascribed to the Public Shares only.

~~Unlike~~(2) ~~some~~The ~~other~~initial ~~similarly~~shareholders’ ~~structured~~total ~~SPACs, our~~investment ~~initial~~in ~~shareholders~~the ~~will~~equity ~~receive~~of ~~additional~~the ~~Class~~Company, Ainclusive ~~Ordinary~~of the Founder Shares ifand wethe ~~issue~~Sponsor’s ~~certain~~$15,249,920 ~~shares~~investment in the Private Placement Warrants, is $15,274,920. For purposes of this table, the full investment amount is ascribed to ~~consummate~~the anFounder ~~Initial~~Shares ~~Business Combination~~only.

~~The~~(3) All Founder Shares ~~will~~would automatically convert into Class A Ordinary Shares ~~concurrently~~upon ~~with~~completion ~~or immediately following the consummation~~ of our Initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided in our Amended and Restated Memorandum and Articles of Association. 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.

22Based on these assumptions, each Class A Ordinary Share would have an implied value of $8.16 per share upon completion of our Initial Business Combination, representing a 20.0% decrease from the initial implied value of $10.20 per Public Share. While the implied value of $8.16 per Class A Ordinary Share upon completion of our Initial Business Combination would represent a dilution to our Public Shareholders, this would represent a significant increase in value for our initial shareholders relative to the price they paid for each Founder Share. At $8.16 per Class A Ordinary Share, the 7,499,950 Class A Ordinary Shares that the initial shareholders would own upon completion of our Initial Business Combination (after automatic conversion of the 7,499,950 Founder Shares) would have an aggregate implied value of $61,199,592. As a result, even if the trading price of our Class A Ordinary Shares significantly declines, the value of the Founder Shares held by our initial shareholders will be significantly greater than the amount our initial shareholders paid to purchase such Founder Shares. In addition, our initial shareholders could potentially recoup their entire investment in our Company even if the trading price of our Class A Ordinary Shares after the Initial Business Combination is as low as $2.04 per share. As a result, our initial shareholders are likely to earn a substantial profit on their investment in us upon disposition of its Class A Ordinary Shares even if the trading price of our Class A Ordinary Shares declines after we complete our Initial Business Combination. Our initial shareholders may therefore be economically incentivized to complete an Initial Business Combination with a riskier, weaker-performing or less-established target business than would be the case if our initial shareholders had paid the same per share price for the Founder Shares as our Public Shareholders paid for their Public Shares.

Resources could be wasted in researching Initial Business Combination opportunities 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.23

WeThis dilution ~~anticipate~~would ~~that~~increase to the ~~investigation~~extent ofthat ~~each specific target business and~~ the ~~negotiation,~~anti-dilution provisions ~~drafting and execution~~ of ~~relevant~~the ~~agreements,~~Founder ~~disclosure~~Shares ~~documents~~result ~~and~~in ~~other~~the ~~instruments~~issuance ~~will~~of ~~require~~Class A ~~substantial~~Ordinary ~~management~~Shares ~~time~~on ~~and~~a ~~attention~~greater ~~and~~than ~~substantial~~one-to-one basis ~~costs~~upon ~~for~~conversion ~~accountants,~~of ~~attorneys,~~the ~~consultants~~Founder ~~and~~Shares ~~others.~~at Ifthe wetime ~~decide~~of ~~not~~our ~~to complete a specific~~ Initial Business Combination, and ~~the~~would ~~costs~~become ~~incurred~~exacerbated up to ~~that point for~~ the ~~proposed~~extent ~~transaction~~that ~~likely~~Public ~~would~~Shareholders ~~not~~seek ~~be recoverable.~~redemptions ~~Furthermore,~~from ifthe weTrust ~~reach~~Account anfor ~~agreement~~their ~~relating~~Public toShares. In ~~a specific target business~~addition, webecause ~~may fail to complete our Initial Business Combination for any number~~ of ~~reasons~~the ~~including~~anti-dilution protection ~~those beyond our control. Any such event will result~~ in ~~a loss to us of~~ the ~~related~~Founder ~~costs incurred~~Shares, ~~which~~any ~~could~~equity ~~materially adversely affect subsequent attempts to locate and acquire~~ or ~~merge~~equity-linked securities ~~with~~issued ~~another business. If we are unable~~in toconnection ~~complete~~with our Initial Business Combination, ~~our~~would ~~Public~~be ~~Shareholders~~disproportionately ~~may~~dilutive ~~only receive their pro rata portion of the funds in the Trust Account that are available for distribution~~ to ~~Public Shareholders, and~~ our ~~Warrants~~Class ~~will~~A ~~expire~~Ordinary ~~worthless~~Shares.

We may ~~engage~~issue inadditional anClass A Ordinary Shares or preference shares to complete our Initial Business Combination ~~with~~ ~~one~~ or ~~more~~under ~~target~~an ~~businesses~~employee ~~that~~incentive plan ~~have~~after ~~relationships~~completion ~~with~~of ~~entities~~our ~~that~~Initial Business Combination. We may bealso ~~affiliated~~issue ~~with~~Class ~~our~~A ~~Sponsor,~~Ordinary ~~officers,~~Shares ~~directors~~upon the conversion of the Founder orShares ~~existing~~at ~~holders~~a ~~which~~ratio ~~may~~greater ~~raise~~than ~~potential~~one-to-one ~~conflicts~~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.

InOur Amended ~~light~~and ofRestated ~~the~~Memorandum ~~involvement of our Sponsor, officers~~ and ~~directors~~Articles ~~with~~of ~~other~~Association ~~entities,~~authorize wethe ~~may~~issuance ~~decide~~of up to ~~acquire~~500,000,000 ~~one~~Class orA ~~more~~Ordinary ~~businesses affiliated with our Sponsor~~Shares, ~~officers, directors or~~par ~~existing~~value ~~holders~~$0.0001 ~~Our~~per ~~directors also serve as officers and board members for other entities~~share, ~~including~~50, ~~without limitation~~000,000 ~~those~~Class B ~~described under~~ordinary ~~“Directors~~shares, ~~Executive~~par ~~Officers~~value ~~& Corporate Governance — Conflicts of Interest~~$0.”0001 ~~Such~~per ~~entities may compete with us for Initial Business Combination opportunities. Our Sponsor~~share, ~~officers~~ and ~~directors~~5,000,000 ~~are~~preference ~~not~~shares, ~~currently~~par ~~aware of any specific opportunities~~value ~~for~~$0.0001 usper toshare. ~~complete~~As ~~our~~of ~~Initial~~December ~~Business~~31, ~~Combination~~2022, ~~with~~there ~~any entities with which they~~ are ~~affiliated~~470,000,200 and ~~there~~42,500,050 ~~have~~authorized ~~been~~but nounissued ~~substantive discussions~~Class ~~concerning~~A anOrdinary ~~Initial~~Shares ~~Business Combination with any such entity or entities. Although we are not be specifically focusing~~and ~~on,~~Class B orordinary ~~targeting~~shares, ~~any transaction with any affiliated entities~~respectively, weavailable ~~would~~for ~~pursue~~issuance ~~such~~which aamount ~~transaction~~does ifnot wetake ~~determined~~into ~~that~~account ~~such~~shares ~~affiliated entity~~reserved ~~met our criteria~~ for anissuance upon ~~Initial~~exercise ~~Business~~of ~~Combination~~outstanding ~~and~~Warrants ~~such~~or ~~transaction~~shares ~~was~~issuable ~~approved~~upon byconversion ~~a majority~~ of ~~our~~the ~~independent~~Class B ~~and~~ordinary ~~disinterested directors~~shares. ~~Despite~~The ~~our~~Class B ~~agreement~~ordinary shares toare ~~obtain~~automatically anconvertible ~~opinion~~into ~~from~~Class anA ~~independent~~Ordinary ~~investment~~Shares ~~banking~~concurrently ~~firm~~with ~~which is a member of FINRA~~ or aimmediately ~~valuation or~~following ~~appraisal firm regarding~~ the ~~fairness~~consummation toof our Initial ~~Company~~Business ofCombination, ~~the~~initially ~~consideration~~at ~~to be paid by us from~~ a ~~financial~~one-for-one ratio ~~point~~but ofsubject ~~view~~to ofadjustment anas ~~Initial Business~~set ~~Combination~~forth ~~with~~herein ~~one~~and orin ~~more domestic or international businesses affiliated with~~ our ~~Sponsor,~~Amended and ~~officers,~~Restated ~~directors~~Memorandum orand ~~existing holders,~~Articles ~~potential conflicts~~ of ~~interest still may exist and~~Association, asincluding ain ~~result,~~certain ~~the~~circumstances ~~terms~~in ofwhich ~~the~~we ~~Initial~~issue ~~Business~~Class ~~Combination~~A ~~may~~Ordinary ~~not~~Shares ~~be as~~or ~~advantageous~~equity-linked securities related to our ~~Public~~Initial ~~Shareholders~~Business asCombination. ~~they~~Currently, ~~would~~there beare ~~absent~~no ~~any~~preference ~~conflicts~~shares ofissued ~~interest~~and outstanding.

~~Since~~We may issue a substantial number of additional Class A Ordinary Shares or preference shares to complete our ~~Sponsor,~~Initial ~~officers,~~Business ~~directors~~Combination ~~and~~or ~~certain~~under an employee incentive plan after completion of ~~their~~our ~~affiliates~~Initial ~~will~~Business ~~lose~~Combination. ~~their~~We ~~entire~~may ~~investment~~also inissue usClass ifA Ordinary Shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our Initial Business Combination as isa ~~not~~result ~~completed~~of ~~(other~~the anti-dilution provisions as set forth therein. However, our Amended and Restated Memorandum and Articles of Association ~~than~~provide, ~~with~~among ~~respect~~other things, that prior to ~~Public~~our ~~Shares~~Initial ~~they~~Business Combination, we may ~~acquire~~not issue additional shares that would entitle the holders ~~Initial~~thereof ~~Public~~to: ~~Offering~~(i) receive funds from the Trust Account; or (ii) vote on any Initial Business Combination. These provisions of our Amended and Restated Memorandum and Articles of Association, alike ~~conflict~~all provisions of ~~interest~~our ~~may~~Amended ~~arise~~and inRestated ~~determining~~Memorandum ~~whether~~and aArticles ~~particular~~of ~~target~~Association, ismay ~~appropriate~~be ~~for~~amended ~~our~~with ~~Initial~~a ~~Business~~shareholder ~~Combination~~vote. The issuance of additional ordinary or preference shares:

On● ~~April 12,~~may ~~2021,~~significantly ~~AACS~~dilute ~~LP, our Sponsor, paid $25,000, or approximately $0.003 per share, to cover certain of~~ the ~~Company’s~~equity ~~offering~~interest costs in exchange for 7,187,500 Founder Shares, with up to 937,500 Founder Shares subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option was exercised. Subsequently, the Sponsor transferred 50,000 Founder Shares to each of ~~Jeremy~~existing ~~Darroch,~~security Kathleen Hughes, Uwe Krüger and BDTCP Investments 2018, LLC (an affiliate of Donald McLellan), resulting in the Sponsor holding 6,987,500 Founder Shares. On December 14, 2021, the Company effected a 1.1 to 1 share recapitalization with respect to the Founder Shares, as a result of which, each of Jeremy Darroch, Kathleen Hughes, Uwe Krüger and BDTCP Investments 2018, LLC hold 55,000 Founder Shares and the Sponsor held 7,686,250 Founder Shares, up to 1,031,250 of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised. On December 17, 2021 following the underwriter’s partial exercise of the over-allotment option, 406,300 Founder Shares were surrendered by the Sponsor such that it now holds 7,279,950 Founder Shares.holders;

23● may subordinate the rights of holders of Class A Ordinary Shares if preference shares are issued with rights senior to those afforded our Class A Ordinary Shares;

~~Prior~~● tocould ~~the~~cause ~~initial~~a ~~investment~~change in ~~the~~control ~~Company of~~if ~~$25,000~~a bysubstantial ~~the Sponsor, the Company had no assets, tangible or intangible. The purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the~~ number of ~~Founder~~Class ~~Shares~~A ~~issued.~~Ordinary ~~The number of Founder~~ Shares ~~outstanding was~~are ~~determined~~issued, ~~based~~which onmay ~~the~~affect, ~~final~~among ~~size~~other ~~of the Initial Public Offering being 29~~things,~~999,800~~ ~~Units~~our ~~and~~ability ~~that~~to ~~such~~use ~~Founder~~our ~~Shares~~net ~~would~~operating ~~represent 20%~~loss ofcarry ~~the outstanding shares after the Initial Public Offering. In addition~~forwards, ~~our~~if ~~Sponsor purchased an aggregate of 15~~any,~~249,920~~ ~~Private Placement~~and ~~Warrants~~could ~~for~~result anin ~~aggregate~~the ~~purchase~~resignation ~~price of $15,249,920,~~ or ~~$1.00~~removal ~~per~~of ~~Private~~our ~~Placement~~present ~~Warrant.~~officers ~~The~~and ~~Private~~directors; ~~Placement Warrants will also be worthless if we do not complete our Initial Business Combination.~~and

~~Further,~~● we may ~~engage~~adversely anaffect ~~affiliate~~prevailing ofmarket ~~our~~prices ~~Sponsor to~~for ~~assist~~our ~~us in evaluating the scientific~~Units, ~~technical~~Public ~~and~~Shares ~~commercial attributes of target businesses. The fees paid to this Sponsor affiliate may be contingent upon consummation of our Initial Business Combination,~~ and/or ~~therefore~~Public ~~the affiliate may have an interest in providing a favorable evaluation of a target business, acquisition of which may not be in the best interests of our shareholders~~Warrants.

~~The personal and financial interests of our Sponsor,~~Unlike ~~officers,~~some ~~directors~~other ~~and~~similarly ~~certain~~structured ~~of their affiliates may influence their motivation in identifying and selecting a target~~SPACs, ~~completing~~our ~~an Initial~~initial ~~Business~~shareholders ~~Combination~~will ~~and~~receive ~~influencing~~additional ~~the~~Class ~~operation~~A ofOrdinary ~~the~~Shares ~~post-transaction~~if ~~company~~we ~~following~~issue ~~the~~certain ~~Initial Business Combination.~~shares ~~This~~to ~~risk~~consummate ~~may become more acute as the expiration of the Completion Window nears, which is the deadline for our completion of~~ an Initial Business Combination.

WeThe Founder ~~may~~Shares ~~issue~~will ~~notes~~automatically convert into Class A Ordinary Shares concurrently with or ~~other~~immediately ~~debt~~following the consummation of our Initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided in our Amended and Restated Memorandum and Articles of Association. 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 ~~otherwise~~deemed ~~incur~~issued ~~substantial~~or issuable ~~debt~~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 ~~complete~~the anconsummation of the Initial Business Combination, ~~which~~excluding ~~may~~any ~~adversely~~Class ~~affect~~A ~~our~~Ordinary ~~leverage~~Shares ~~and~~or ~~financial~~equity-linked securities ~~condition~~exercisable ~~and~~for ~~thus~~or ~~negatively~~convertible ~~impact~~into Class A Ordinary Shares issued, or to be issued, to any seller in the ~~value~~Initial ofBusiness Combination and any Private Placement Warrants issued to our ~~shareholders’~~Sponsor, ~~investment~~officers inor usdirectors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

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 in the future, we may choose to incur substantial debt to complete our Initial Business Combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:24

●Resources could ~~default~~be wasted in researching Initial Business Combination opportunities that are not completed, which could materially adversely affect subsequent attempts to locate and ~~foreclosure~~acquire onor ~~our~~merge ~~assets~~with ifanother ~~our~~business. ~~operating~~If ~~revenues~~we ~~after~~are anunable 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 ~~insufficient~~available for distribution to ~~repay~~Public Shareholders, and our ~~debt~~Warrants ~~obligations;~~will expire worthless.

●We anticipate ~~acceleration~~that the investigation of ~~our~~each ~~obligations~~specific totarget ~~repay~~business and the ~~indebtedness~~negotiation, ~~even~~drafting ifand weexecution ~~make~~of ~~all~~relevant ~~principal~~agreements, disclosure documents and ~~interest~~other ~~payments~~instruments ~~when~~will ~~due~~require ifsubstantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we ~~breach~~decide ~~certain~~not ~~covenants~~to complete a specific Initial Business Combination, the costs incurred up to that point ~~require~~for the ~~maintenance~~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 ~~certain~~reasons ~~financial~~including ~~ratios~~those orbeyond ~~reserves~~our ~~without~~control. Any such event will result in a ~~waiver~~loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or ~~renegotiation~~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 ~~covenant;~~are available for distribution to Public Shareholders, and our Warrants will expire worthless.

●We may ~~our~~engage ~~immediate~~in ~~payment~~an ofInitial ~~all~~Business ~~principal~~Combination ~~and~~with ~~accrued~~one ~~interest,~~or ifmore ~~any~~target businesses that have relationships with entities that may be affiliated with our Sponsor, ifofficers, ~~the~~directors ~~debt~~or isexisting ~~payable~~holders onwhich ~~demand;~~may raise potential conflicts of interest.

●In light of the involvement of our ~~inability~~Sponsor, officers and directors with other entities, we may decide to ~~obtain~~acquire ~~necessary~~one ~~additional~~or ~~financing~~more businesses affiliated with our Sponsor, officers, directors or existing holders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under “Directors, Executive Officers & Corporate Governance — Conflicts of Interest.” Such entities may compete with us for Initial Business Combination opportunities. Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our Initial Business Combination with any entities with which they are affiliated, and there have been no substantive discussions concerning an Initial Business Combination with any such entity or entities. Although we are not specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if ~~the~~we ~~debt~~determined ~~contains~~that ~~covenants~~such ~~restricting~~affiliated entity met our ~~ability~~criteria for an Initial Business Combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain ~~such~~an ~~financing~~opinion ~~while~~from an ~~the~~independent ~~debt~~investment banking firm which is ~~outstanding;~~a member of FINRA or a valuation or appraisal firm regarding the fairness to our Company of the consideration to be paid by us from a financial point of view of an Initial Business Combination with one or more domestic or international businesses affiliated with our Sponsor, officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the Initial Business Combination may not be as advantageous to our Public Shareholders as they would be absent any conflicts of interest.

● Since our ~~inability~~Sponsor, toofficers, ~~pay~~directors ~~dividends~~and oncertain of their affiliates will lose their entire investment in us if our ~~Class~~Initial ABusiness ~~Ordinary~~Combination is not completed (other than with respect to Public Shares; they may have acquired in the Initial Public Offering), a conflict of interest may arise in determining whether a particular target is appropriate for our Initial Business Combination.

●On April 12, ~~using~~2021, aAACS ~~substantial~~LP, ~~portion~~our Sponsor, paid $25,000, or approximately $0.003 per share, to cover certain of ~~our~~the ~~cash~~Company’s ~~flow~~offering costs in exchange for 7,187,500 Founder Shares, with up to ~~pay~~937,500 ~~principal~~Founder ~~and~~Shares ~~interest~~subject to forfeiture by the Sponsor depending on ~~our~~the extent ~~debt,~~to which ~~will~~the ~~reduce~~underwriter’s over-allotment option was exercised. Subsequently, the ~~funds~~Sponsor ~~available~~transferred ~~for~~50,000 ~~dividends~~Founder onShares to ~~our~~each ~~Class~~of AJeremy ~~Ordinary~~Darroch, Kathleen Hughes, Uwe Krüger and BDTCP Investments 2018, LLC (an affiliate of Donald McLellan), resulting in the Sponsor holding 6,987,500 Founder Shares. ifOn ~~declared~~December 14, ~~expenses~~2021, ~~capital~~the ~~expenditures~~Company effected a 1.1 to 1 share recapitalization with respect to the Founder Shares, ~~acquisitions~~as a result of which, each of Jeremy Darroch, Kathleen Hughes, Uwe Krüger and ~~other~~BDTCP ~~general~~Investments ~~corporate~~2018, ~~purposes;~~LLC hold 55,000 Founder Shares and the Sponsor held 7,686,250 Founder Shares, up to 1,031,250 of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised. On December 17, 2021 following the underwriter’s partial exercise of the over-allotment option, 406,300 Founder Shares were surrendered by the Sponsor such that it now holds 7,279,950 Founder Shares.

~~● limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;~~25

24Prior to the initial investment in the Company of $25,000 by the Sponsor, the Company had no assets, tangible or intangible. The purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the number of Founder Shares issued. The number of Founder Shares outstanding was determined based on the final size of the Initial Public Offering being 29,999,800 Units and that such Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. In addition, our Sponsor purchased an aggregate of 15,249,920 Private Placement Warrants for an aggregate purchase price of $15,249,920, or $1.00 per Private Placement Warrant. The Private Placement Warrants will also be worthless if we do not complete our Initial Business Combination.

●Further, we ~~increased~~may ~~vulnerability~~engage an affiliate of our Sponsor to ~~adverse~~assist ~~changes~~us in ~~general~~evaluating ~~economic~~the scientific, ~~industry~~technical and ~~competitive~~commercial ~~conditions~~attributes of target businesses. The fees paid to this Sponsor affiliate may be contingent upon consummation of our Initial Business Combination, and ~~adverse~~therefore ~~changes~~the affiliate may have an interest in ~~government~~providing ~~regulation;~~a favorable evaluation of a target business, acquisition of which may not be in the best interests of our shareholders. See “Certain Relationships and Related Party Transactions, and Director Independence” for further details on the engagement.

●The personal ~~limitations~~and onfinancial interests of our ~~ability~~Sponsor, toofficers, ~~borrow~~directors ~~additional~~and ~~amounts~~certain ~~for~~of ~~expenses,~~their ~~capital~~affiliates ~~expenditures,~~may ~~acquisitions,~~influence ~~debt~~their ~~service~~motivation ~~requirements~~in identifying and selecting a target, ~~execution~~completing ofan ~~our~~Initial ~~strategy~~Business Combination and ~~other~~influencing ~~purposes~~the ~~and~~operation ~~other~~of ~~disadvantages~~the ~~compared~~post-transaction company tofollowing the Initial Business Combination. This risk may become more acute as the expiration of the Completion Window nears, which is the deadline for our ~~competitors~~completion ~~who~~of ~~have~~an ~~less~~Initial ~~debt~~Business Combination.

We may ~~only~~issue benotes ~~able~~or toother ~~complete~~debt ~~one~~securities, ~~Initial Business~~or ~~Combination~~otherwise ~~with~~incur ~~the~~substantial ~~proceeds of our Initial Public Offering and the sale of the Private Placement Warrants~~debt, ~~which will cause us~~ to becomplete ~~solely~~an ~~dependent~~Initial onBusiness aCombination, ~~single business~~ which may ~~have a limited number of products or services. This lack of diversification may~~ ~~negatively~~adversely ~~impact~~affect our ~~operations~~leverage and ~~profitability.~~financial ~~The~~condition ~~net~~and ~~proceeds~~thus ~~from~~negatively ~~our~~impact ~~Initial Public Offering and~~ the ~~Private~~value ~~Placement~~ of ~~the Private Placement Warrants provided us with $295,498,030 that we may use to complete~~ our ~~Initial~~shareholders’ ~~Business~~investment ~~Combination (after taking into account the $10,499,930 of deferred underwriting commissions being held~~ in ~~the Trust Account)~~us.

WeAlthough we ~~may~~have ~~effectuate~~no ~~our~~commitments ~~Initial~~as ~~Business~~of ~~Combination with~~the adate ~~single~~of ~~target~~this ~~business~~Annual orReport ~~multiple~~to ~~target~~issue ~~businesses~~any ~~simultaneously~~notes or ~~within~~other adebt ~~short~~securities, ~~period~~or ofto ~~time.~~otherwise ~~However~~incur outstanding debt in the future, we may ~~not~~choose beto ~~able~~ incur substantial debt to ~~effectuate~~complete our Initial Business Combination. ~~with~~We ~~more~~and ~~than~~our ~~one~~officers ~~target~~have ~~business because of various factors, including the existence~~agreed ofthat ~~complex~~we ~~accounting~~will ~~issues~~not ~~and~~incur ~~the~~any ~~requirement~~indebtedness ~~that~~unless we ~~prepare~~have ~~and~~obtained ~~file~~from ~~pro~~the ~~forma~~lender ~~financial~~a ~~statements~~waiver ~~with~~of ~~the~~any ~~SEC~~right, ~~that~~title, ~~present~~interest ~~operating results~~or ~~and~~claim ~~the financial condition~~ of ~~several~~any kind ~~target~~in ~~businesses~~or asto ifthe ~~they~~monies ~~had~~held ~~been~~in ~~operated~~the onTrust ~~a combined basis~~Account. ByAs ~~completing our Initial Business Combination with only a single entity~~such, ~~our~~no ~~lack~~issuance of ~~diversification~~debt ~~may~~will ~~subject~~affect usthe toper ~~numerous~~share ~~economic,~~amount ~~competitive~~available ~~and~~for ~~regulatory~~redemption ~~developments. Further, we would not be able to diversify our operations or benefit~~ from the ~~possible~~Trust ~~spreading~~Account. ofNevertheless, ~~risks~~the orincurrence ~~offsetting~~ of ~~losses,~~debt ~~unlike~~could ~~other entities which may~~ have ~~the~~a ~~resources~~variety ~~to complete several business combinations in different industries or different areas~~ of anegative ~~single industry. Accordingly~~effects, ~~the prospects for our success may be~~including:

● ~~solely~~default ~~dependent~~and ~~upon~~foreclosure ~~the~~on ~~performance~~our ofassets aif ~~single~~our ~~business,~~operating ~~property~~revenues orafter ~~asset,~~an orInitial Business Combination are insufficient to repay our debt obligations;

● ~~dependent~~acceleration ~~upon~~of our obligations to repay the ~~development~~indebtedness oreven ~~market~~if ~~acceptance~~we ofmake aall ~~single~~principal orand ~~limited~~interest ~~number~~payments when due if we breach certain covenants that require the maintenance of ~~products,~~certain ~~processes~~financial ratios or ~~services.~~reserves without a waiver or renegotiation of that covenant;

~~This~~● ~~lack~~our ofimmediate ~~diversification~~payment ~~may~~of ~~subject~~all usprincipal ~~to numerous economic, competitive~~ and ~~regulatory~~accrued ~~risks~~interest, if any, orif ~~all of which may have a substantial adverse impact upon~~ the ~~particular~~debt ~~industry in~~is ~~which~~payable weon ~~may operate subsequent to our Initial Business Combination.~~demand;

We● ~~may~~our ~~attempt~~inability to ~~simultaneously~~obtain ~~complete Initial~~necessary ~~Business~~additional ~~Combinations~~financing ~~with~~if ~~multiple~~the ~~prospective~~debt ~~targets,~~contains ~~which~~covenants ~~may~~restricting ~~hinder~~ our ability to ~~complete~~obtain ~~our~~such ~~Initial~~financing ~~Business~~while ~~Combination and~~the ~~give~~debt ~~rise~~is ~~to increased costs and risks that could negatively impact our operations and profitability.~~outstanding;

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

We● ~~are~~using ~~likely~~a tosubstantial ~~attempt~~portion toof ~~complete~~ our ~~Initial~~ ~~Business~~cash ~~Combination~~flow ~~with~~to apay ~~private~~principal ~~company~~and ~~about~~interest ~~which~~on ~~little~~our ~~information is available~~debt, which ~~may~~will ~~result~~reduce inthe anfunds ~~Initial~~available ~~Business Combination~~for ~~with~~dividends aon ~~company~~our ~~that~~Class isA ~~not~~Ordinary asShares ~~profitable~~if asdeclared, weexpenses, ~~suspected~~capital expenditures, ifacquisitions atand ~~all.~~other general corporate purposes;

In● ~~pursuing~~limitations on our ~~Initial~~flexibility ~~Business~~in ~~Combination~~planning ~~strategy, we~~for ~~are~~and ~~likely~~reacting to ~~seek~~changes toin ~~effectuate~~ our ~~Initial~~business ~~Business Combination with a privately held company. Very little public information generally exists about private companies,~~ and wein ~~could be required to make our decision on whether to pursue a potential Initial Business Combination on~~ the ~~basis~~industry ofin ~~limited information,~~ which ~~may result in an Initial Business Combination with a company that is not as profitable as~~ we ~~suspected,~~ ~~if at all.~~operate;

2526

We● doincreased ~~not~~vulnerability ~~have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us~~ to ~~complete~~adverse ~~our~~changes ~~Initial~~in ~~Business~~general ~~Combination~~economic, ~~with~~industry ~~which a~~and ~~substantial~~competitive ~~majority~~conditions ofand ~~our~~adverse ~~shareholders~~changes doin ~~not~~government ~~agree.~~regulation; and

~~Our~~● ~~Amended~~limitations ~~and~~on ~~Restated Memorandum and Articles of Association provide that in no event will we redeem~~ our ~~Public~~ability ~~Shares in an amount that would cause our net tangible assets~~ to beborrow ~~less than~~additional ~~$5,000,001.~~amounts Infor ~~addition~~expenses, ~~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 orexpenditures, ~~other~~acquisitions, ~~general~~debt ~~corporate~~service ~~purposes; or (iii) the retention of cash to satisfy other conditions. Except for the foregoing~~ requirements, weexecution ~~do not have a specified maximum redemption threshold. As a result, we may be able to complete our Initial Business Combination even though a substantial majority~~ of our ~~Public~~strategy ~~Shareholders do not agree with the transaction~~ and ~~have~~other ~~redeemed~~purposes ~~their Public Shares or, if we seek shareholder approval of our Initial Business Combination~~ and doother ~~not~~disadvantages ~~conduct~~compared ~~redemptions~~to ~~in connection with~~ our ~~Initial~~competitors ~~Business~~who ~~Combination pursuant to the tender offer rules,~~ have ~~entered~~less ~~into privately negotiated agreements to sell their Public Shares to our Sponsor, other initial shareholders, officers, directors, advisors or any of their affiliates~~debt. In the event the aggregate cash consideration we would be required to pay for all Public 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 Public Shares, all Public Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Initial Business Combination.

InWe ~~order~~may only be able to ~~effectuate~~complete anone Initial ~~Business~~ Business Combination, ~~SPACs~~with ~~have,~~the inproceeds ~~the~~of ~~recent~~our ~~past,~~Initial ~~amended~~Public ~~various~~Offering ~~provisions~~and ofthe ~~their~~sale ~~charters~~of ~~and~~the ~~other~~Private ~~governing~~Placement ~~instruments~~Warrants, ~~including~~which ~~their~~will cause ~~warrant~~us ~~agreements.~~to Webe ~~cannot~~solely ~~assure~~dependent ~~you~~on ~~that~~a wesingle ~~will~~business ~~not~~which ~~seek~~may tohave ~~amend~~a limited number of products or services. This lack of diversification may negatively impact our ~~Amended~~operations and ~~Restated~~profitability. ~~Memorandum~~The net proceeds from our Initial Public Offering and ~~Articles~~the Private Placement of ~~Association~~the orPrivate ~~governing~~Placement ~~instruments~~Warrants inprovided aus ~~manner~~with ~~that~~approximately ~~will~~$305,997,960 ~~make~~that itwe ~~easier~~may ~~for~~use us to complete our Initial Business Combination ~~that our shareholders may not support~~.

InWe may ~~order to~~ effectuate aour ~~business~~Initial ~~combination, SPACs~~Business ~~have,~~Combination inwith ~~the~~a ~~recent~~single ~~past,~~target ~~amended~~business ~~various~~or ~~provisions~~multiple oftarget ~~their~~businesses ~~charters~~simultaneously ~~and~~or ~~governing instruments, including their warrant agreements.~~within ~~For~~a ~~example,~~short ~~SPACs~~period ~~have amended the definition~~ of ~~business~~time. ~~combination~~However, ~~increased~~we ~~redemption~~may ~~thresholds~~not ~~and~~be ~~extended~~able ~~the time~~ to ~~consummate an~~effectuate ~~initial~~our ~~business~~Initial ~~combination~~Business ~~and,~~Combination with ~~respect~~more tothan ~~their~~one ~~warrants,~~target ~~amended their warrant agreements to require the warrants to be exchanged~~business ~~for~~because ~~cash and/or other securities. Amending our Amended and Restated Memorandum and Articles~~ of ~~Association~~various ~~will require a special resolution under Cayman Islands law~~factors, ~~being~~including the ~~affirmative~~existence ~~vote~~ of acomplex ~~majority~~accounting ofissues atand ~~least two-thirds of~~ the ~~shareholders~~requirement ~~who~~that ~~attend~~we ~~and~~prepare ~~vote at a general meeting of the Company,~~ and ~~amending~~file ~~our~~pro ~~warrant agreement will require a vote of holders of at least 50% of the Warrants~~forma ~~and,~~financial ~~solely~~statements with ~~respect to any amendment to~~ the ~~terms~~SEC ofthat ~~the~~present ~~Private~~operating ~~Placement~~results ~~Warrants~~and ~~or any provision of~~ the ~~warrant~~financial ~~agreement~~condition ~~with respect to the Private Placement Warrants, 50%~~ of ~~the~~several ~~then~~target ~~outstanding~~businesses ~~Private~~as ~~Placement~~if ~~Warrants. In addition, our Amended and Restated~~they ~~Memorandum~~had ~~and~~been ~~Articles~~operated ofon ~~Association~~a ~~requires~~combined usbasis. toBy ~~provide~~completing our ~~Public~~Initial ~~Shareholders~~Business Combination with ~~the~~only ~~opportunity~~a tosingle ~~redeem~~entity, ~~their Public Shares for cash if we propose an amendment to~~ our ~~Amended~~lack ~~and Restated Memorandum and Articles~~ of ~~Association (A) to modify the substance~~diversification ormay ~~timing~~subject ofus ~~our obligation~~ to ~~allow~~numerous ~~redemption~~economic, incompetitive ~~connection~~and ~~with~~regulatory ~~our~~developments. ~~Initial~~Further, ~~Business Combination or to redeem 100% of our Public Shares if~~ we dowould not ~~complete~~be anable ~~Initial Business Combination within the Completion Window or (B) with respect~~ to ~~any~~diversify ~~other~~our ~~material provisions~~operations ~~relating to shareholders’ rights~~ or ~~pre-Initial~~benefit ~~Business~~from ~~Combination activity. To~~ the ~~extent~~possible ~~any~~spreading of ~~such~~risks ~~amendments~~or ~~would~~offsetting ~~be deemed to fundamentally change the nature~~ of ~~our outstanding securities~~losses, weunlike ~~would~~other ~~register,~~entities orwhich ~~seek~~may anhave ~~exemption from registration for,~~ the ~~affected securities.~~resources ~~We cannot assure you that we will not seek~~ to ~~amend~~complete several ~~our~~business ~~charter~~combinations orin ~~governing~~different ~~instruments~~industries or ~~extend~~different ~~the~~areas ~~time~~of toa ~~consummate an~~single ~~Initial~~industry. ~~Business~~Accordingly, ~~Combination~~the inprospects ~~order~~for ~~to effectuate~~ our ~~Initial~~success may ~~Business Combination.~~be:

26● solely dependent upon the performance of a single business, property or asset, or

~~The~~● ~~provisions~~dependent ofupon ~~our Amended and Restated Memorandum and Articles of Association that relate to our pre-Initial Business Combination activity (and corresponding provisions of~~ the ~~agreement~~ ~~governing~~development ~~the~~or ~~release~~market ofacceptance ~~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~~single ~~meeting of theCompany (~~or ~~65%~~limited ofnumber ~~our ordinary shares with respect to amendments to the trust agreement governing the release~~ of ~~funds from our Trust Account)~~products, ~~which~~processes isor ~~a lower amendment threshold than that of some other SPACs~~services. It may be easier for us, therefore, to amend our Amended and Restated Memorandum and Articles of Association to facilitate the completion of an Initial Business Combination that some of our shareholders may not support.

~~Our Amended and Restated Memorandum and Articles~~This oflack ~~Association provide that any~~ of ~~its~~diversification ~~provisions~~may ~~related~~subject tous ~~pre-Initial Business Combination activity (including the requirement not~~ to ~~release~~numerous ~~the amounts deposited in the Trust Account except in specified circumstances~~economic, ~~and~~competitive to provide redemption rights to Public Shareholders as described herein) may be amended if approved by special resolution, under Cayman Islands law being the affirmative vote of a majority of at least two-thirds of the shareholders who attend and ~~vote~~regulatory ~~at a general meeting of the Company~~risks, ~~and~~any ~~corresponding provisions~~or ofall ~~the trust agreement governing the release~~ of ~~funds~~which ~~from our Trust Account~~ may behave ~~amended~~a ~~if approved by holders of 65% of~~substantial ~~our~~adverse ~~ordinary~~impact ~~shares.~~upon Our Sponsor and other initial shareholders, who collectively beneficially own 20% of our ordinary shares, will participate in any vote to amend our Amended and Restated Memorandum and Articles of Association and/or trust agreement and will have the ~~discretion to~~particular ~~vote~~industry in ~~any~~which ~~manner they choose. As a result,~~ we may beoperate ~~able~~subsequent to ~~amend the provisions of~~ our ~~Amended and Restated Memorandum and Articles of Association which govern our pre-~~Initial Business ~~Combination~~ ~~behavior more easily than some other SPACs, and this may increase our ability to complete an Initial Business~~ Combination ~~with which you do not agree~~. ~~Our shareholders may pursue remedies against us for any breach of our Amended and Restated Memorandum and Articles of Association.~~

~~Our Sponsor, other initial shareholders, officers~~We ~~and~~may ~~directors~~attempt ~~have~~to ~~agreed,~~simultaneously ~~pursuant~~complete toInitial aBusiness ~~written~~Combinations ~~agreement~~ with ~~us,~~multiple ~~that~~prospective ~~they~~targets, ~~will~~which ~~not~~may ~~propose~~hinder ~~any amendment to~~ our ~~Amended and Restated~~ability ~~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 the Completion Window 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~~give ~~previously~~rise ~~released~~ to usincreased tocosts ~~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, asrisks athat ~~result,~~could ~~will~~negatively ~~not~~impact ~~have the ability to pursue remedies against~~ our ~~Sponsor,~~operations ~~other initial shareholders, officers or directors~~and ~~for any breach of these agreements~~profitability. ~~As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.~~

WeIf we ~~may~~determine beto ~~unable~~simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to ~~obtain~~agree ~~additional~~that ~~financing~~our purchase of its business is contingent on the simultaneous closings of the other Initial Business Combinations, which may make it more difficult for us, and delay our ability, to complete our Initial Business Combination. orWith multiple Initial Business Combinations, we could also face additional risks, including additional burdens and costs with respect to ~~fund~~possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and ~~growth~~services or products of the acquired companies in a ~~target~~single operating business,. ~~which~~If ~~could~~we ~~compel~~are usunable to ~~restructure~~adequately address orthese ~~abandon~~risks, ait ~~particular~~could ~~Initial~~negatively ~~Business~~impact ~~Combination~~our profitability and results of operations.

We ~~have not selected any specific Initial Business~~ ~~Combination target but we~~ are ~~targeting~~likely 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~~attempt ~~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 Initial Business Combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with ~~the~~a ~~closing~~private ofcompany ~~our~~about ~~Initial~~which ~~Business~~little ~~Combination~~information ~~for~~is ~~general corporate purposes~~available, ~~including for maintenance or expansion of operations~~ ofwhich ~~the~~may ~~post-transaction businesses,~~result ~~the payment of principal or interest due on indebtedness incurred~~ in ~~completing~~an ~~our~~ Initial Business ~~Combination,~~ ~~or to fund the purchase of other companies. If we are unable to complete our Initial Business~~ Combination, ~~our~~with ~~Public~~a ~~Shareholders may~~company ~~only receive their pro rata portion of the funds in the Trust Account~~ that ~~are~~is ~~available for distribution to Public Shareholders, and our Warrants will expire worthless. In addition, even if we do~~ not ~~need~~as ~~additional~~profitable ~~financing~~as ~~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 officerssuspected, ~~directors~~if orat ~~shareholders is required to provide any financing to us in connection with or after our Initial Business Combination~~all.

27In pursuing our Initial Business Combination strategy, we are likely to 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 an Initial Business Combination with a company that is not as profitable as we suspected, if at all.

Our Sponsor and other initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.27

~~Our Sponsor and other initial shareholders own~~We ~~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,~~have ~~including~~a ~~amendments~~specified tomaximum ~~our~~redemption ~~Amended and Restated Memorandum and Articles of Association~~threshold. If ~~our~~The ~~Sponsor~~absence ~~and other initial shareholders purchase any additional Class A Ordinary Shares in the aftermarket or in privately negotiated transactions, this would increase their control. None~~ of our Sponsor, our other initial shareholders or, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities. 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 divided into three classes, each of which generally serves for a ~~term~~redemption ~~for~~threshold ~~three years with only one class of directors being appointed in each year. We~~ may ~~not~~make ~~hold~~it anpossible ~~annual~~for orus ~~extraordinary general meeting~~ to ~~appoint new~~complete ~~directors prior to the completion of~~ our Initial Business Combination, inwith which ~~case all of the current directors will continue in office until at least the completion of the Initial Business Combination. If there is an annual general meeting, as~~ a ~~consequence~~substantial ofmajority ~~our “staggered” board~~ of ~~directors, only a minority of the board of directors will be considered for appointment and~~ our ~~Sponsor and other initial~~ shareholders~~, because~~ ofdo ~~their~~not ~~ownership position, will have considerable influence regarding the outcome~~agree. ~~Accordingly, our Sponsor and other initial shareholders will continue to exert control at least until the completion of our Initial Business Combination.~~

~~Because~~Our Amended and Restated Memorandum and Articles of Association provide that in no event will we ~~must~~redeem ~~furnish~~our Public Shares in an amount that would cause our ~~shareholders~~net tangible assets to be less than $5,000,001. In addition, our proposed Initial Business Combination may impose a minimum ~~with~~cash requirement for: (i) cash consideration to be paid to the target ~~business~~or ~~financial~~its ~~statements~~owners; (ii) cash for working capital or other general corporate purposes; or (iii) the retention of cash to satisfy other conditions. Except for the foregoing requirements, we do not have a specified maximum redemption threshold. As a result, we may ~~lose~~be able to complete our Initial Business Combination even though a substantial majority of our Public Shareholders do not agree with the ~~ability~~transaction and have redeemed their Public 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 ~~complete~~the antender ~~otherwise~~offer ~~advantageous~~rules, have entered into privately negotiated agreements to sell their Public Shares to our Sponsor, other initial shareholders, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Public 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 ~~with~~the ~~some~~Initial ~~prospective~~Business ~~target~~Combination ~~businesses~~or redeem any Public Shares, all Public Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Initial Business Combination.

~~The federal proxy rules require that the proxy~~In ~~statement~~order ~~with respect~~ to ~~the~~effectuate ~~vote on~~ an Initial Business Combination, ~~include~~SPACs ~~historical~~have, ~~and~~in ~~pro forma financial statement disclosure. We will include~~ the ~~same~~recent ~~financial~~past, ~~statement~~amended ~~disclosure~~various inprovisions ~~connection~~of ~~with~~their ~~our~~charters ~~tender~~and other ~~offer~~governing ~~documents~~instruments, ~~whether~~including ortheir ~~not~~warrant ~~they are required under the tender offer rules~~agreements. ~~These~~We ~~financial~~cannot ~~statements~~assure ~~may~~you bethat ~~required~~we towill benot ~~prepared~~seek ~~in accordance with, or be reconciled~~ to, ~~accounting principles~~amend ~~generally~~our ~~accepted~~Amended ~~in the United States (“GAAP”) or international financial reporting standards as~~and ~~issued~~Restated byMemorandum ~~the International Accounting Standards Board (“IFRS”) depending on the circumstances~~ and ~~the~~Articles ~~historical~~of ~~financial statements~~Association ~~may~~or begoverning ~~required~~instruments ~~to be audited~~ in ~~accordance~~a ~~with~~manner ~~the~~that ~~standards~~will ofmake ~~the~~it ~~Public~~easier Company Accounting Oversight Board (United States) (“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~~that ~~the~~our ~~prescribed~~shareholders ~~time~~may ~~frame~~not support.

~~Compliance~~In order ~~obligations~~to ~~under~~effectuate a business combination, SPACs have, in the ~~Sarbanes-Oxley~~recent past, amended various provisions of their charters and governing ~~Act~~instruments, ~~may~~including ~~make~~their itwarrant ~~more~~agreements. ~~difficult~~For ~~for~~example, usSPACs have amended the definition of business combination, increased redemption thresholds and extended the time to ~~effectuate~~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 ~~Initial~~Amended ~~Business~~and ~~Combination~~Restated Memorandum and Articles of Association will require a special resolution under Cayman Islands law, being the affirmative vote of a 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 ~~substantial~~a ~~financial~~vote of holders of at least 50% of the Warrants and, ~~management~~solely ~~resources~~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, 50% of the then outstanding Private Placement Warrants. In addition, our Amended and ~~increase~~Restated Memorandum and Articles of Association requires us to provide our Public Shareholders with the ~~time~~opportunity to redeem their Public Shares for cash if we propose an amendment to our Amended and ~~costs~~Restated Memorandum and Articles of ~~completing~~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 the Completion Window 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 our outstanding securities, 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.

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. 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 Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Initial Business Combination.28

WeThe provisions ~~may~~of ~~engage~~our ~~the~~Amended ~~underwriter~~and Restated Memorandum and Articles of Association that relate to our pre-Initial ~~Public~~ ~~Offering~~Business orCombination ~~one~~activity (and corresponding provisions of ~~its~~the ~~affiliates~~agreement togoverning ~~provide~~the ~~additional~~release ~~services~~of tofunds ~~us,~~from ~~which~~our ~~may~~Trust ~~include~~Account) ~~acting~~may asbe ~~financial~~amended ~~advisor~~with inthe ~~connection~~approval ~~with~~of anholders ~~Initial~~of ~~Business~~not ~~Combination~~less orthan astwo-thirds ~~placement~~of ~~agent~~our inordinary ~~connection~~shares ~~with~~who attend and vote at a ~~related~~general ~~financing~~meeting ~~transaction.~~of ~~The~~the ~~underwriter~~Company (or 65% of our ~~Initial~~ordinary ~~Public~~shares ~~Offering~~with isrespect ~~entitled~~to amendments to ~~receive~~the ~~deferred~~trust ~~commissions~~agreement ~~that~~governing ~~will~~the berelease ~~released~~of funds from ~~the~~our Trust Account), ~~only~~which onis a ~~completion~~ oflower anamendment ~~Initial~~threshold ~~Business~~than ~~Combination.~~that ~~These~~of ~~financial~~some ~~incentives~~other ~~may~~SPACs. ~~cause~~It ~~the~~may ~~underwriter~~be ofeasier ~~our~~for ~~Initial~~us, ~~Public~~therefore, ~~Offering~~ to ~~have~~amend ~~potential conflicts~~our ofAmended ~~interest~~and inRestated ~~rendering~~Memorandum and ~~any~~Articles ~~such~~of ~~additional~~Association ~~services~~ to ~~us,~~facilitate ~~including,~~the ~~for~~completion ~~example,~~of inan ~~connection~~Initial ~~with~~Business ~~the~~Combination ~~sourcing~~that ~~and~~some ~~consummation~~ of anour ~~Initial~~shareholders ~~Business~~may ~~Combination~~not support.

WeOur Amended ~~may~~and ~~engage~~Restated ~~the~~Memorandum ~~underwriter~~and Articles of ~~our~~Association provide that any of its provisions related to pre-Initial ~~Public~~Business Combination ~~Offering~~activity or(including ~~one~~the ofrequirement ~~its~~not ~~affiliates~~to release the amounts deposited in the Trust Account except in specified circumstances, and to provide ~~additional~~redemption ~~services~~rights to ~~us,~~Public ~~including,~~Shareholders ~~for~~as ~~example,~~described ~~identifying~~herein) ~~potential~~may ~~targets~~be amended if approved by special resolution, ~~providing~~under Cayman ~~financial~~Islands ~~advisory~~law ~~services,~~being ~~acting~~the asaffirmative vote of a ~~placement~~majority ~~agent~~of inat least two-thirds of the shareholders who attend and vote at a ~~private~~general meeting ~~offering~~of orthe ~~arranging~~Company, ~~debt~~and ~~financing.~~corresponding Weprovisions ~~may~~of ~~pay~~the trust agreement governing the ~~underwriter~~release of funds from our Trust Account may orbe ~~its~~amended ~~affiliates~~if ~~fair~~approved ~~and~~by ~~reasonable~~holders ~~fees~~of or65% of our ordinary shares. Our Sponsor and other ~~compensation~~initial ~~that~~shareholders, ~~would~~who becollectively ~~determined~~beneficially own at20% ~~that~~of ~~time~~our ordinary shares, will participate in anany ~~arm’s~~vote ~~length~~to ~~negotiation.~~amend our Amended and Restated Memorandum and Articles of Association ~~The~~and/or ~~underwriter~~trust isagreement ~~also~~and ~~entitled~~will have the discretion to ~~receive~~vote ~~deferred~~in ~~commissions~~any ~~that~~manner ~~are~~they ~~conditioned~~choose. onAs a result, we may be able to amend the ~~completion~~provisions of our Amended and Restated Memorandum and Articles of anAssociation which govern our pre-Initial Business Combination~~. The~~ ~~fact~~behavior ~~that~~more easily ~~the~~than ~~underwriter’s~~some orother ~~its~~SPACs, ~~affiliates’~~and ~~financial~~this ~~interests~~may ~~are~~increase ~~tied~~our ability to ~~the~~complete ~~consummation of~~ an Initial Business Combination with which you do not agree. Our shareholders may ~~give~~pursue ~~rise~~remedies toagainst ~~potential~~us ~~conflicts~~for any breach of ~~interest~~our inAmended ~~providing~~and ~~any~~Restated ~~such~~Memorandum ~~additional~~and ~~services~~Articles of Association.

28Our Sponsor, other initial shareholders, 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 the Completion Window 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, other initial shareholders, 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.

~~Risks~~We may ~~Relating~~be unable to ~~the~~obtain ~~Post-~~additional financing to complete our Initial Business Combination or to fund the operations and growth of a target ~~Company~~business, which could compel us to restructure or abandon a particular Initial Business Combination.

~~Subsequent~~We have tonot selected any specific Initial Business Combination target but we are targeting businesses with enterprise values that are greater than we could acquire with the net proceeds of our ~~completion~~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 Initial Business Combination and seek an alternative target business candidate. Further, we may be required to obtain ~~take~~additional ~~write-downs~~financing in connection with the closing of our Initial Business Combination for general corporate purposes, including for maintenance or ~~write~~expansion of operations of the post-~~offs~~transaction businesses, ~~restructuring~~the ~~and~~payment ~~impairment~~of principal or interest due on indebtedness incurred in completing our Initial Business Combination, or to fund the purchase of other ~~charges~~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 ~~significant~~material ~~negative~~adverse effect on ~~our~~the ~~financial~~continued ~~condition,~~development ~~results~~or growth of ~~operations~~the target ~~and~~business. ~~our~~None ~~share~~of ~~price~~our officers, ~~which~~directors ~~could~~or ~~cause~~shareholders ~~you~~is required to ~~lose~~provide ~~some~~ any financing to us in connection with or ~~all~~after our ofInitial ~~your~~Business ~~investment~~Combination.

Even if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the Initial Business Combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following the Initial Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value 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 Initial Business Combination contained an actionable material misstatement or material omission.29

~~The~~Our Sponsor ~~officers~~ and ~~directors~~other ofinitial anshareholders ~~acquisition candidate~~control ~~may~~a ~~resign~~substantial ~~upon~~interest ~~completion~~in ofus ~~our~~and ~~Initial~~thus ~~Business~~may ~~Combination.~~exert ~~The~~a ~~loss~~substantial ofinfluence anon ~~Initial~~actions ~~Business Combination target’s key~~requiring ~~personnel~~a ~~could~~shareholder ~~negatively~~vote, ~~impact~~potentially ~~the~~in ~~operations~~a ~~and~~manner ~~profitability~~that ofyou ~~the~~do ~~post-transaction~~not ~~company~~support.

~~The~~Our Sponsor ~~role~~and other initial shareholders own 20% of anour ~~acquisition~~issued ~~candidate’s~~and ~~key~~outstanding ordinary shares. Accordingly, they may exert a substantial ~~personnel~~influence ~~upon~~on ~~the~~actions ~~completion~~requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our Amended and Restated Memorandum and Articles of Association. If our ~~Initial~~Sponsor ~~Business~~and ~~Combination~~other ~~cannot~~initial beshareholders ~~ascertained~~purchase atany additional Class A Ordinary Shares in the aftermarket or in privately negotiated transactions, this ~~time~~would increase their control. ~~Although~~None weof ~~contemplate~~our Sponsor, our other initial shareholders or, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities. Factors that ~~certain~~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 divided into three classes, each of anwhich ~~acquisition~~generally ~~candidate’s~~serves ~~management~~for ~~team~~a ~~will~~term ~~remain~~for ~~associated~~three years with ~~the~~only ~~acquisition~~one ~~candidate~~class ~~following~~of directors being appointed in each year. We may not hold an annual or extraordinary general meeting to appoint new directors prior to the completion of our Initial Business Combination, itin which case all of the current directors will continue in office until at least the completion of the Initial Business Combination. If there is ~~possible~~an ~~that~~annual ~~members~~general meeting, as a consequence of our “staggered” board of directors, only a minority of the ~~management~~board of andirectors will ~~acquisition~~be ~~candidate~~considered for appointment and our Sponsor and other initial shareholders, because of their ownership position, will ~~not~~have ~~wish~~considerable influence regarding the outcome. Accordingly, our Sponsor and other initial shareholders will continue to ~~remain~~exert incontrol ~~place~~at least until the completion of our Initial Business Combination.

~~Our~~Because we ~~management~~must ~~may~~furnish ~~not~~our beshareholders ~~able~~with ~~to maintain control of a~~ target business ~~after~~financial ~~our~~statements, ~~Initial~~we ~~Business~~may ~~Combination.~~lose Wethe ~~cannot~~ability ~~provide~~to ~~assurance~~complete ~~that,~~an ~~upon~~otherwise ~~loss of control of a target~~advantageous ~~business,~~Initial ~~new~~Business ~~management~~Combination ~~will~~with ~~possess~~some ~~the~~prospective ~~skills,~~target ~~qualifications or abilities necessary to profitably operate such business~~businesses.

WeThe federal ~~may~~proxy ~~structure~~rules ~~our~~require ~~Initial Business Combination so~~ that the ~~post-transaction~~proxy ~~company~~statement inwith ~~which~~respect ~~our~~to ~~Public Shareholders own shares will own less than 100% of~~ the ~~equity~~vote ~~interests~~on oran ~~assets of a target business, but we will only complete such~~ Initial Business Combination ifinclude ~~the~~historical ~~post-transaction company owns or acquires 50%~~and orpro ~~more~~forma offinancial ~~the~~statement ~~outstanding~~disclosure. ~~voting~~We ~~securities~~will ofinclude the ~~target~~same orfinancial ~~otherwise~~statement ~~acquires~~disclosure ain ~~controlling~~connection ~~interest~~with inour ~~the~~tender ~~target~~offer documents, ~~sufficient~~whether ~~for~~or us not tothey beare required ~~to register as an investment company~~ under the ~~Investment~~tender ~~Company~~offer ~~Act~~rules. WeThese ~~will~~financial ~~not~~statements ~~consider~~may ~~any~~be ~~transaction~~required ~~that~~to ~~does not~~be ~~meet~~prepared ~~such~~in accordance ~~criteria.~~with, ~~Even~~or ifbe ~~the~~reconciled ~~post-transaction~~to, ~~company~~accounting ~~owns~~principles ~~50%~~generally oraccepted ~~more~~in of the ~~voting~~United States ~~securities of the target, our shareholders~~(“GAAP”) ~~prior~~or tointernational ~~the~~financial ~~Initial~~reporting ~~Business~~standards ~~Combination~~as ~~may~~issued ~~collectively~~by ~~own~~the aInternational ~~minority~~Accounting ~~interest~~Standards inBoard ~~the post-transaction company,~~ (“IFRS”) depending on ~~valuations ascribed to~~ the ~~target~~circumstances and ~~us in~~ the ~~Initial~~historical ~~Business~~financial ~~Combination.~~statements ~~For~~may ~~example,~~be werequired ~~could~~to ~~pursue~~be aaudited ~~transaction~~ in ~~which~~accordance wewith ~~issue~~the ~~a substantial~~standards ~~number~~ of ~~new~~the ~~Class~~Public ACompany ~~Ordinary~~Accounting ~~Shares~~Oversight inBoard ~~exchange~~(United States) ~~for~~(“PCAOB”). ~~all~~These offinancial ~~the~~statement ~~outstanding~~requirements may ~~capital~~limit ~~stock,~~the ~~shares~~pool ~~or other equity interests~~ of apotential target~~. In~~ ~~this~~businesses ~~case,~~ we ~~would~~may acquire abecause ~~100%~~some ~~interest~~targets inmay ~~the~~be ~~target.~~unable ~~However,~~to asprovide asuch ~~result~~financial ~~of the issuance of a substantial number of new Class~~statements Ain ~~Ordinary~~time ~~Shares,~~for ~~our~~us ~~shareholders immediately prior~~ to disclose such ~~transaction~~statements ~~could~~in ~~own~~accordance ~~less~~with ~~than~~federal aproxy ~~majority~~rules ~~of our issued~~ and ~~outstanding Class~~complete Aour ~~Ordinary~~Initial ~~Shares~~Business ~~subsequent~~Combination ~~to such transaction. In addition, other minority shareholders may subsequently combine their holdings~~within ~~resulting in a single person or group obtaining a larger share of~~ the ~~post-transaction~~prescribed ~~company’s~~time ~~shares than we initially acquired~~frame. ~~Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.~~

29Compliance 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 completing an Initial Business Combination.

WeSection 404 of ~~may~~the ~~have~~Sarbanes-Oxley Act arequires ~~limited~~that ~~ability~~we toevaluate ~~assess~~and report on our system of internal controls beginning with our Annual Report on Form 10-K for the ~~management~~year ofended December 31, 2022. Only in the event we are deemed to be a ~~prospective~~large ~~target~~accelerated ~~business~~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. For as along ~~result~~as we remain an emerging growth company, ~~may~~we ~~effect~~will not be required to comply with the independent registered public accounting firm attestation requirement on our internal ~~Initial~~control ~~Business~~over ~~Combination~~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 ~~whose~~with which we seek to complete our Initial ~~management~~Business Combination may not ~~have~~be in compliance with the ~~skills,~~provisions ~~qualifications~~of orthe ~~abilities~~Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to ~~manage~~achieve acompliance ~~public~~with ~~company~~the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Initial Business Combination.

~~When~~We ~~evaluating~~may engage the ~~desirability~~underwriter of ~~effecting~~ our Initial Public ~~Business~~Offering ~~Combination~~or ~~with~~one aof ~~prospective~~its ~~target~~affiliates ~~business, our ability~~ to ~~assess~~provide ~~the~~additional ~~target~~services ~~business’s management may be limited due~~ to ~~a lack of time~~us, ~~resources~~which ormay ~~information.~~include ~~Our~~acting ~~assessment~~as offinancial ~~the~~advisor ~~capabilities~~in ~~of the target business’s management,~~connection ~~therefore,~~with ~~may~~an ~~prove~~Initial toBusiness beCombination ~~incorrect~~or ~~and~~as ~~such~~placement ~~management~~agent ~~may~~in ~~lack~~connection ~~the~~with ~~skills,~~a ~~qualifications~~related orfinancing ~~abilities we suspected~~transaction. ~~Should~~The ~~the~~underwriter ~~target~~of our ~~business’~~Initial ~~management~~Public ~~not~~Offering ~~possess~~is ~~the~~entitled ~~skills, qualifications or abilities necessary~~ to ~~manage~~receive adeferred ~~public~~discount ~~company,~~that ~~the~~will ~~operations~~be ~~and profitability~~released offrom the ~~post-combination business~~Trust ~~may~~Account beonly ~~negatively~~on ~~impacted.~~a ~~Accordingly,~~completion ~~any shareholders who choose to remain shareholders~~of ~~following~~an ~~the~~ Initial Business Combination. ~~could~~These ~~suffer~~financial aincentives ~~reduction~~may incause the ~~value~~underwriter of ~~their~~our ~~shares.~~Initial ~~Such~~Public ~~shareholders~~Offering ~~are unlikely~~ to have potential aconflicts ~~remedy~~of ~~for~~interest ~~such reduction~~ in ~~value~~rendering ~~unless~~any ~~they~~such ~~are~~additional ~~able~~services to ~~successfully~~us, ~~claim~~including, ~~that~~for ~~the~~example, ~~reduction~~in ~~was~~connection ~~due~~with to the ~~breach~~sourcing byand ~~our officers~~consummation ~~or directors~~ of aan 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 Initial Business Combination ~~contained an actionable material misstatement or material omission~~.

~~Our~~We ~~Initial~~may ~~Business~~engage ~~Combination~~the ~~and~~underwriter of our Initial Public ~~structure~~Offering ~~thereafter~~or ~~may~~one ~~not~~of beits ~~tax-efficient~~affiliates to ~~our~~provide ~~shareholders~~additional services to us, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We may pay the underwriter or its affiliates fair and ~~warrant~~reasonable ~~holders~~fees or other compensation that would be determined at that time in an arm’s length negotiation. The Asunderwriter ais ~~result~~also entitled to receive deferred discount that are conditioned on the completion of ~~our~~an Initial Business Combination,. ~~our~~The ~~tax~~fact ~~obligations~~that the underwriter’s or its affiliates’ financial interests are tied to the consummation of an Initial Business Combination may begive ~~more~~rise ~~complex,~~to ~~burdensome~~potential ~~and/or~~conflicts ~~uncertain~~of interest in providing any such additional services.

Although we will attempt to structure our Initial Business Combination in a tax-efficient manner, tax structuring considerations are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example, in connection with our Initial Business Combination and subject to any requisite shareholder approval, we may: structure our Initial Business Combination in a manner that requires shareholders and/or warrant holders to recognize gain or income for tax purposes; effect an Initial Business Combination with a target company in another jurisdiction; or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which the target company or business is located). We do not intend to make any cash distributions to shareholders or warrant holders to pay taxes in connection with our Initial Business Combination or thereafter. Accordingly, a shareholder or a warrant holder may need to satisfy any liability resulting from our Initial Business Combination with cash from its own funds or by selling all or a portion of the securities received. In addition, shareholders and warrant holders may also be subject to additional income, withholding or other taxes with respect to their ownership of us after our Initial Business Combination.30

~~In addition, we may effect an Initial Business~~Risks ~~Combination~~Relating ~~with~~to ~~a target company that has business operations outside of~~ the ~~United States, and possibly, business operations in multiple jurisdictions. If we effect such an Initial~~ Post-Business Combination, we could be subject to significant income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations by U.S. federal, state, local and non-U.S. taxing authorities. This additional complexity and risk could have an adverse effect on our after-tax profitability and financial condition.Company

~~Risks~~Subsequent to ~~Relating~~our completion of our Initial Business Combination, we may be required to ~~Acquiring~~take write-downs or write-offs, restructuring and ~~Operating~~impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, ~~Business~~which incould ~~Foreign~~cause ~~Countries~~you to lose some or all of your investment.

IfEven if we ~~effect~~conduct ~~our~~due ~~Initial~~diligence ~~Business~~on ~~Combination~~ a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a ~~company~~particular ~~located~~target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the ~~United~~target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down ~~States~~or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we ~~would~~report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the Initial Business Combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following the Initial Business Combination could suffer a ~~variety~~reduction in the value of ~~additional~~their ~~risks~~shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that ~~may~~the ~~adversely~~reduction was ~~affect~~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 usbring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the Initial Business Combination contained an actionable material misstatement or material omission.

~~If we pursue a target company with operations~~The orofficers ~~opportunities~~and ~~outside~~directors of ~~the~~an ~~United States~~acquisition ~~for~~candidate ~~our Initial Business Combination, we~~ may ~~face~~resign ~~additional~~upon ~~burdens~~completion inof ~~connection with~~our ~~investigating, agreeing to and completing such~~ Initial Business Combination,. ~~and~~The ifloss weof ~~effect~~an ~~such~~ Initial Business Combination~~, we~~ ~~would~~target’s bekey ~~subject~~personnel tocould anegatively ~~variety~~impact ofthe ~~additional~~operations ~~risks~~and ~~that~~profitability ~~may~~of ~~negatively~~the ~~impact~~post-transaction ~~our operations~~company.

IfThe role weof ~~pursue~~an aacquisition ~~target~~candidate’s akey ~~company~~personnel ~~with~~upon ~~operations or~~the ~~opportunities~~completion ~~outside~~ of ~~the United States for~~ our Initial Business Combination, wecannot ~~would~~ be ~~subject~~ascertained at tothis ~~risks~~time. ~~associated~~Although ~~with cross-border business~~we ~~combinations,~~contemplate ~~including~~that incertain ~~connection~~members ~~with~~of ~~investigating,~~an ~~agreeing~~acquisition tocandidate’s ~~and~~management ~~completing~~team ~~our~~will ~~Initial~~remain ~~Business Combination,~~associated ~~conducting~~with ~~due~~the ~~diligence~~acquisition incandidate afollowing ~~foreign~~our ~~jurisdiction~~Initial Business Combination, ~~having~~it ~~such~~is ~~transaction~~possible ~~approved~~that bymembers ~~any~~of ~~local~~the ~~governments,~~management ~~regulators~~of oran ~~agencies~~acquisition ~~and~~candidate ~~changes~~will innot ~~the~~wish ~~purchase~~to ~~price~~remain ~~based on fluctuations~~ in ~~foreign exchange rates~~place.

30Our 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.

IfWe may westructure ~~effect~~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 Initial Business Combination ~~with~~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 Initial Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the Initial 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 beacquire ~~subject~~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 ~~any~~such ~~special~~transaction could ~~considerations~~own orless ~~risks~~than ~~associated~~a ~~with~~majority ~~companies~~of ~~operating~~our issued and outstanding Class A Ordinary Shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in ana ~~international~~single person or group obtaining a larger share of the post-transaction ~~setting~~company’s shares than we initially acquired. Accordingly, ~~including~~this ~~any~~may make it more likely that our management will not be able to maintain control of the ~~following:~~target business.

~~● costs and difficulties inherent in managing cross-border business operations;~~31

●We may ~~rules~~have a limited ability to assess the management of a prospective target business and, ~~regulations~~as ~~regarding~~a ~~currency~~result, ~~redemption;~~may effect our Initial Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

●When evaluating ~~complex~~the ~~corporate~~desirability ~~withholding~~of ~~taxes~~effecting onour ~~individuals;~~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’ 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 Initial Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value 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 Initial Business Combination contained an actionable material misstatement or material omission.

●Our Initial ~~laws~~Business ~~governing~~Combination ~~the~~and ~~manner~~our instructure ~~which~~thereafter ~~future~~may ~~business~~not ~~combinations~~be tax-efficient to our shareholders and warrant holders. As a result of our Initial Business Combination, our tax obligations may be ~~effected;~~more complex, burdensome and/or uncertain.

●Although we ~~exchange~~will ~~listing~~attempt to structure our Initial Business Combination in a tax-efficient manner, tax structuring considerations are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example, in connection with our Initial Business Combination and subject to any requisite shareholder approval, we may: structure our Initial Business Combination in a manner that requires shareholders and/or ~~delisting~~warrant ~~requirements~~holders to recognize gain or income for tax purposes; effect an Initial Business Combination with a target company in another jurisdiction; or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which the target company or business is located). We do not intend to make any cash distributions to shareholders or warrant holders to pay taxes in connection with our Initial Business Combination or thereafter. Accordingly, a shareholder or a warrant holder may need to satisfy any liability resulting from our Initial Business Combination with cash from its own funds or by selling all or a portion of the securities received. In addition, shareholders and warrant holders may also be subject to additional income, withholding or other taxes with respect to their ownership of us after our Initial Business Combination.

●In addition, ~~tariffs~~we may effect an Initial Business Combination with a target company that has business operations outside of the United States, and ~~trade~~possibly, ~~barriers;~~business operations in multiple jurisdictions. If we effect such an Initial Business Combination, we could be subject to significant income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations by U.S. federal, state, local and non-U.S. taxing authorities. This additional complexity and risk could have an adverse effect on our after-tax profitability and financial condition.

●Risks Relating ~~regulations related~~ to ~~customs~~Acquiring and ~~import/export~~Operating ~~matters;~~a Business in Foreign Countries

●If we ~~local~~effect orour ~~regional~~Initial ~~economic~~Business ~~policies~~Combination ~~and~~with ~~market~~a ~~conditions;~~company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.

●If we ~~unexpected~~pursue ~~changes~~a target company with operations or opportunities outside of the United States for our Initial Business Combination, we may face additional burdens in ~~regulatory~~connection ~~requirements;~~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.

●If we ~~challenges~~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 ~~managing~~connection with investigating, agreeing to and ~~staffing~~completing ~~international~~our ~~operations;~~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.

~~● longer payment cycles;~~32

●If we ~~tax~~effect ~~issues,~~our Initial Business Combination with such asa ~~tax~~company, ~~law~~we ~~changes~~would ~~and~~be ~~variations~~subject to any special considerations or risks associated with companies operating in ~~tax~~an ~~laws~~international assetting, ~~compared~~including toany of the ~~United States;~~following:

● ~~currency~~costs ~~fluctuations~~ and ~~exchange~~difficulties ~~controls~~inherent in managing cross-border business operations;

● ~~rates~~rules ofand ~~inflation~~regulations regarding currency redemption;

● ~~challenges~~complex incorporate ~~collecting~~withholding ~~accounts~~taxes ~~receivable~~on individuals;

● ~~cultural~~laws ~~and~~governing ~~language~~the ~~differences~~manner in which future business combinations may be effected;

● ~~employment~~exchange ~~regulations~~listing and/or delisting requirements;

● ~~underdeveloped~~tariffs orand ~~unpredictable~~trade ~~legal or regulatory systems~~barriers;

● ~~corruption~~regulations related to customs and import/export matters;

● ~~protection~~local ofor ~~intellectual~~regional ~~property~~economic policies and market conditions;

● ~~social~~unexpected ~~unrest,~~changes ~~crime,~~in ~~strikes,~~regulatory ~~riots and civil disturbances~~requirements;

● ~~regime~~challenges ~~changes~~in managing and ~~political~~staffing ~~upheaval~~international operations;

● ~~terrorist~~longer ~~attacks~~payment ~~and wars~~cycles; ~~and~~

● ~~deterioration~~tax ofissues, ~~political~~such ~~relations~~as ~~with~~tax law changes and variations in tax laws as compared to the United States.;

We● ~~may~~currency ~~not~~fluctuations 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~~ ofexchange ~~operations.~~controls;

We● ~~may~~rates ~~re-register~~of ~~in another jurisdiction in connection with our Initial Business Combination and such re-registration may result in taxes imposed on shareholders or warrant holders.~~inflation;

We● ~~may,~~challenges in ~~connection~~collecting ~~with~~accounts our Initial Business Combination and subject to requisite shareholder approval by special resolution under the Companies Act, re-register in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders and warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the re-registration.receivable;

31● cultural and language differences;

We● ~~may~~employment 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 and we may not be able to enforce our legal rights.regulations;

In● ~~connection~~underdeveloped 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~~unpredictable oflegal 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~~regulatory ~~a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.~~systems;

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

We● ~~are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the~~ protection of ~~investors~~intellectual 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.property;

~~Moreover,~~● ~~because~~social ~~these laws~~unrest, ~~regulations and standards are subject to varying interpretations~~crime, 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 changesstrikes, weriots ~~may be subject to penalty~~ and ~~our~~civil ~~business may be harmed.~~disturbances;

If● ~~our~~regime ~~management~~changes ~~following our Initial Business Combination is unfamiliar with United States securities laws, they may have to expend time~~ and ~~resources~~political ~~becoming familiar with such laws, which could lead to various regulatory issues.~~upheaval;

~~Following~~● ~~our~~terrorist ~~Initial~~attacks ~~Business Combination, our management may resign from their positions as officers or directors of the Company~~ and ~~the~~wars; management of the target business at the time of the Initial 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.~~

~~Exchange~~● ~~rate~~deterioration ~~fluctuations~~of ~~and~~political ~~currency policies~~relations ~~may~~with ~~cause a target business’ ability to succeed in~~ the ~~international~~United ~~markets to be diminished~~States.

~~In the event we acquire a non-U.S. target, all~~We ~~revenues~~may ~~and~~not ~~income would likely~~ be ~~received~~able into aadequately ~~foreign~~address ~~currency,~~these ~~and~~additional ~~the~~risks. ~~dollar~~If ~~equivalent~~we ofwere ~~our~~unable ~~net~~to ~~assets~~do ~~and distributions~~so, ~~if any,~~we ~~could~~may be ~~adversely~~unable ~~affected~~to bycomplete reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such ~~currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our~~ Initial Business Combination, ~~our financial condition and results of operations. Additionally~~or, if awe ~~currency~~complete ~~appreciates~~such ~~in value against the dollar prior to the consummation of our~~ Initial Business Combination, ~~the~~our ~~cost~~operations ofmight asuffer, ~~target~~either ~~business~~of ~~as measured in dollars will increase,~~ which may ~~make~~ itadversely ~~less~~impact our ~~likely~~business, ~~that~~financial wecondition ~~are~~and ~~able~~results toof ~~consummate such transaction~~operations.

32We may re-register in another jurisdiction in connection with our Initial Business Combination and such re-registration may result in taxes imposed on shareholders or warrant holders.

~~After~~We may, in connection with our Initial Business Combination, and subject to requisite shareholder approval by special resolution under the ~~substantially~~Companies ~~all~~Act, ofre-register in ~~our~~the ~~assets~~jurisdiction ~~may~~in bewhich the target company or business is located or in another jurisdiction. The transaction may require a ~~foreign~~shareholder ~~country~~or ~~and~~warrant ~~substantially~~holder ~~all~~to ofrecognize ~~our~~taxable ~~revenue~~income ~~will~~in bethe ~~derived~~jurisdiction ~~from~~in ~~our~~which ~~operations~~the shareholder or warrant inholder ~~such~~is ~~country.~~a ~~Accordingly,~~tax ~~our~~resident ~~results~~or ofin ~~operations~~which ~~and~~its ~~prospects~~members ~~will~~are beresident ~~subject,~~if toit is a ~~significant~~tax ~~extent,~~transparent entity. We do not intend to ~~the~~make ~~economic,~~any ~~political~~cash distributions ~~and~~to ~~legal~~shareholders ~~policies,~~or ~~developments~~warrant holders to pay such taxes. Shareholders and ~~conditions~~warrant inholders ~~the~~may ~~country~~be insubject ~~which~~to wewithholding ~~operate~~taxes or other taxes with respect to their ownership of us after the re-registration.

The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our Initial Business Combination and if we effect our Initial Business Combination, the ability of that target business to become profitable.33

~~Risks~~We may ~~Relating~~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 and we may not be able to enforce our ~~Management~~legal ~~Team~~rights.

WeIn connection ~~are~~with ~~dependent~~our ~~upon~~Initial Business Combination, we may relocate the home jurisdiction of our ~~officers~~business ~~and~~from ~~directors~~the Cayman Islands to another ~~and~~jurisdiction. ~~their~~If ~~loss~~we ~~could~~determine ~~adversely~~to ~~affect~~do this, the laws of such jurisdiction may govern some or all of our ~~ability~~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 ~~operate~~enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

~~Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors.~~ We ~~believe that our success depends on the continued service~~ ~~of our officers and directors, at least until we have completed our Initial Business Combination. In addition, our officers and directors~~ are ~~not~~subject ~~required~~ to ~~commit~~changing ~~any~~law ~~specified amount of time to our affairs~~ and, ~~accordingly,~~regulations ~~will~~regarding ~~have~~regulatory ~~conflicts of interest in allocating their time among various business activities~~matters, ~~including~~corporate ~~identifying~~governance ~~potential Initial Business Combinations~~ and ~~monitoring~~public ~~the~~disclosure ~~related due~~that ~~diligence. We do not~~ have anincreased both ~~employment agreement with, or key-man insurance on the life of, any of~~ our ~~directors~~costs orand ~~officers. The unexpected loss of~~ the ~~services~~risk of ~~one or more of our directors or officers could have a detrimental effect on us~~non-compliance.

~~Our~~We are ~~ability~~subject to ~~successfully~~rules ~~effect~~and ~~our~~regulations ~~Initial Business~~by ~~Combination~~various ~~and~~governing tobodies, beincluding, ~~successful~~for ~~thereafter~~example, ~~will~~the beSEC, ~~dependent~~which ~~upon~~are charged with the ~~efforts~~protection of investors and the oversight of ~~our~~companies ~~key~~whose ~~personnel~~securities are publicly traded, ~~some~~and ofto ~~whom~~new ~~may~~and ~~join~~evolving usregulatory measures under applicable ~~following~~law. ~~our~~Our ~~Initial~~efforts ~~Business~~to ~~Combination.~~comply ~~The~~with ~~loss~~new ofand ~~key~~changing ~~personnel~~laws ~~could~~and ~~negatively~~regulations ~~impact~~have ~~the~~resulted ~~operations~~in and ~~profitability~~are oflikely ~~our~~to continue to result in, increased ~~post~~general and administrative expenses and a diversion of management time and attention from revenue-~~combination~~generating activities ~~business~~to compliance activities.

~~Our ability to successfully effect our Initial~~Moreover, ~~Business~~because ~~Combination~~these islaws, ~~dependent~~regulations ~~upon~~and ~~the~~standards ~~efforts~~are ofsubject ~~our~~to ~~key~~varying ~~personnel.~~interpretations, ~~The~~their ~~role~~application ~~of our key personnel~~ in ~~the~~practice ~~target~~may ~~business,~~evolve ~~however,~~over time ~~cannot~~as ~~presently~~new beguidance ~~ascertained~~becomes available. ~~Although~~This ~~some~~evolution ~~of our key personnel~~ may ~~remain~~result ~~with~~in ~~the~~continuing ~~target~~uncertainty ~~business~~regarding incompliance ~~senior~~matters ~~management~~and oradditional ~~advisory~~costs ~~positions~~necessitated ~~following~~by ~~our~~ongoing ~~Initial~~revisions ~~Business~~to ~~Combination,~~our itdisclosure isand ~~likely~~governance ~~that some or all of the management of the target business will remain in place~~practices. ~~While~~If we ~~intend~~fail to ~~closely~~address ~~scrutinize~~and ~~any~~comply ~~individuals~~with wethese ~~engage~~regulations and ~~after~~any ~~our~~subsequent ~~Initial Business Combination~~changes, we ~~cannot assure you that our assessment of these individuals will prove to be correct. These individuals~~ may be ~~unfamiliar~~subject ~~with the requirements of operating a company regulated by the SEC, which could cause us~~ to ~~have~~penalty ~~to expend time~~ and ~~resources~~our ~~helping~~business ~~them~~may ~~become~~be ~~familiar with such requirements~~harmed.

~~Our key personnel may negotiate employment~~If orour ~~consulting~~management ~~agreements~~following ~~with~~our ~~a target business in connection with a particular~~ Initial Business Combination, ~~and~~is aunfamiliar ~~particular~~with ~~Initial Business~~United States ~~Combination~~securities ~~may~~laws, bethey ~~conditioned on the retention or resignation of such key personnel. These agreements~~ may ~~provide~~have ~~for them~~ to expend ~~receive~~time ~~compensation~~and ~~following~~resources ~~our~~becoming ~~Initial~~familiar ~~Business~~with ~~Combination~~such ~~and as a result~~laws, ~~may~~which ~~cause~~could ~~them~~lead to ~~have~~various ~~conflicts~~regulatory ~~of interest in determining whether a particular Initial Business Combination is the most advantageous~~issues.

~~Our key personnel may be able to remain with our~~Following ~~Company after the completion of~~ our Initial Business Combination, ~~only~~our ifmanagement ~~they~~may ~~are~~resign ~~able~~from totheir ~~negotiate~~positions ~~employment~~as officers or ~~consulting~~directors ~~agreements in~~of ~~connection with~~ the ~~Initial~~Company ~~Business~~and ~~Combination.~~the ~~Such~~management of ~~negotiations~~the ~~would~~target ~~take~~business ~~place~~at ~~simultaneously with~~ the ~~negotiation~~time of the Initial Business Combination ~~and~~will ~~could~~remain ~~provide for such individuals to receive compensation~~ in ~~the~~place. ~~form~~Management of ~~cash~~the ~~payments~~target ~~and/or~~business ~~our~~may ~~securities~~not ~~for~~be ~~services~~familiar ~~they~~with ~~would~~United States ~~render~~securities tolaws. usIf ~~after~~new ~~the~~management ~~completion~~is ofunfamiliar ~~the~~with ~~Initial~~United States ~~Business~~securities ~~Combination.~~laws, ~~Such~~they ~~negotiations also could make such~~may ~~key~~have ~~personnel’s~~to ~~retention~~expend ortime ~~resignation~~and aresources ~~condition~~becoming tofamiliar ~~any~~with such ~~agreement~~laws. ~~The~~This ~~personal~~could ~~and~~be ~~financial~~expensive ~~interests~~and ~~of such individuals may influence their motivation in identifying~~ time-consuming and ~~selecting~~could alead ~~target~~to various ~~business,~~regulatory ~~subject~~issues towhich ~~their~~may ~~fiduciary~~adversely ~~duties~~affect ~~under~~our ~~Cayman Islands law~~operations.

33Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

~~Our~~In the ~~officers~~event we acquire a non-U.S. target, all revenues and ~~directors~~income ~~will~~would ~~allocate their~~likely ~~time~~be toreceived ~~other~~in ~~businesses~~a ~~thereby~~foreign ~~causing~~currency, ~~conflicts~~and the dollar equivalent of ~~interest~~our net assets and distributions, if any, could be adversely affected by reductions in ~~their~~the ~~determination~~value asof tothe ~~how~~local ~~much~~currency. ~~time~~The tovalue of ~~devote~~the tocurrencies in our ~~affairs~~target regions fluctuate and are affected by, among other things, changes in political and economic conditions. ~~This~~Any ~~conflict~~change in the relative value of ~~interest~~such ~~could~~currency ~~have~~against aour ~~negative~~reporting ~~impact~~currency onmay affect the attractiveness of any target business or, following consummation of our ~~ability~~Initial Business Combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to ~~complete~~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.

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for an Initial Business Combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our Initial Business Combination. Each of our officers is engaged in other business endeavors for which she or he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our Initial Business Combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an Initial Business Combination target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our Initial Business Combination. For additional information about our officers’ and directors’ other business affairs, please see “Directors, Executive Officers and Corporate Governance.”34

~~Our~~After our ~~officers~~Initial ~~and~~Business ~~directors~~Combination, ~~presently~~substantially ~~have,~~ all of our assets may be located in a foreign country and ~~any~~substantially all of ~~them~~our inrevenue will ~~the~~be ~~future~~derived ~~may~~from ~~have~~our ~~additional,~~operations ~~fiduciary~~in orsuch ~~contractual~~country. ~~obligations~~Accordingly, toour ~~other~~results ~~entities~~of operations and, ~~accordingly~~prospects will be subject, ~~may~~to ~~have~~a significant ~~conflicts~~extent, ofto ~~interest~~the ineconomic, ~~determining~~political toand ~~which~~legal ~~entity~~policies, adevelopments ~~particular~~and ~~business~~conditions ~~opportunity~~in ~~should~~the becountry ~~presented~~in which we operate.

~~Until we consummate our Initial Business Combination,~~The weeconomic, ~~intend~~political ~~to continue engaging in the business of identifying~~ and ~~combining~~social ~~with~~conditions, ~~one~~as orwell ~~more~~as ~~businesses.~~government ~~Each of our officers and directors presently has~~policies, ~~and any~~ of ~~them in~~ the ~~future~~country ~~may~~in ~~have,~~which ~~additional~~our ~~fiduciary~~operations orare ~~contractual~~located ~~obligations~~could ~~to other entities pursuant to which~~affect ~~such~~our ~~officer~~business. orEconomic ~~director~~growth iscould ~~or will~~ be ~~required~~uneven, toboth ~~present~~geographically anand ~~Initial~~among ~~Business~~various ~~Combination~~sectors ~~opportunity to such entities. Accordingly, they may have conflicts~~ of ~~interest~~the ineconomy ~~determining~~and tosuch ~~which~~growth ~~entity a particular business opportunity should be presented. These conflicts~~ may not be sustained ~~resolved~~ in ~~our~~the ~~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~~future. ~~Our~~If ~~Amended~~in ~~and Restated Memorandum and Articles of Association provide that, to~~ the ~~fullest~~ ~~extent~~future ~~permitted~~such bycountry’s ~~applicable~~economy ~~law:~~experiences ~~(i) no individual serving as~~ a ~~director~~downturn or angrows ~~officer~~at ~~shall~~a ~~have~~slower ~~any~~rate ~~duty,~~than ~~except and~~expected, tothere ~~the~~may ~~extent~~be ~~expressly~~less ~~assumed~~demand byfor ~~contract,~~spending toin ~~refrain~~certain ~~from~~industries. ~~engaging~~A ~~directly~~decrease ~~or indirectly~~ in ~~the~~demand ~~same~~for orspending ~~similar~~in ~~business~~certain ~~activities or~~industries ~~lines~~could ~~of business as us;~~ materially and ~~(ii) we~~adversely ~~renounce~~affect ~~any~~our ~~interest~~ability orto ~~expectancy~~find ~~in,~~an orattractive intarget ~~being~~business ~~offered~~with anwhich ~~opportunity~~ to ~~participate in,~~consummate ~~any~~our ~~potential~~Initial ~~transaction~~Business orCombination ~~matter~~and if ~~which~~we ~~may~~effect beour aInitial ~~corporate~~Business ~~opportunity for any director or officer~~Combination, on the ~~one~~ability ~~hand,~~of ~~and~~that ~~us,~~target ~~on the~~business ~~other~~to become profitable.

~~In addition, our Sponsor and our officers and~~Risks ~~directors~~Relating ~~may sponsor or form other SPACs similar~~ to ~~ours or may pursue other business or investment ventures during the period in which we are seeking an Initial Business Combination. As a result,~~ our ~~Sponsor,~~Management officers and directors could have conflicts of interest in determining whether to present Initial Business Combination opportunities to us or to any other SPAC with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an Initial Business Combination target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our Initial Business Combination.Team

~~For~~We are ~~additional~~dependent ~~information~~upon ~~about~~ our officers’ and directors’ ~~business affiliations~~ and ~~the~~their ~~potential~~loss ~~conflicts~~could ofadversely ~~interest~~affect ~~that~~our ~~you~~ability ~~should~~to ~~be aware of, please see “Directors, Executive Officers and Corporate Governance” and “Certain Relationships and Related Party Transactions, and Director Independence~~operate.”

Our operations ~~officers~~are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors, ~~security~~at ~~holders~~least until we have completed our Initial Business Combination. In addition, our officers and ~~their~~directors ~~respective~~are ~~affiliates~~not ~~may~~required to commit any specified amount of time to our affairs and, accordingly, will have ~~competitive~~conflicts ~~pecuniary~~of ~~interests~~interest ~~that~~in ~~conflict~~allocating their time among various business activities, including identifying potential Initial 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 ~~interests~~directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

WeOur ability ~~have~~to ~~not~~successfully ~~adopted~~effect ~~a policy that expressly prohibits~~ our ~~Sponsor,~~Initial ~~directors,~~Business ~~officers,~~Combination ~~security~~and ~~holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment~~ to be ~~acquired~~successful orthereafter ~~disposed~~will ofbe bydependent usupon orthe inefforts ~~any transaction to which we are a party or have an interest. In fact, we may enter~~of ~~into an Initial Business Combination with a target business that is affiliated with~~ our ~~Sponsor,~~key ~~our other initial shareholders~~personnel, ~~our~~some ~~directors or~~of ~~officers,~~whom ~~although~~may wejoin dous ~~not~~following ~~intend~~our toInitial doBusiness soCombination. ~~Nor~~The doloss weof ~~have~~key apersonnel ~~policy~~could ~~that~~negatively ~~expressly prohibits any such persons from engaging for their~~impact ~~own~~the ~~account~~operations inand ~~business~~profitability ~~activities~~ of ~~the~~our ~~types~~post-combination ~~conducted by us~~business. ~~Accordingly, such persons or entities may have a conflict between their interests and ours.~~

34Our ability to successfully effect our Initial Business Combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our Initial Business Combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our Initial Business Combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar 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.

~~Any~~Our key ~~such~~personnel ~~companies,~~may ~~businesses~~negotiate employment or ~~investments may~~consulting ~~present~~agreements ~~additional~~with ~~conflicts~~a oftarget ~~interest~~business in ~~pursuing~~connection anwith a particular Initial Business Combination, and a particular Initial Business Combination ~~target.~~may ~~However,~~be weconditioned doon ~~not~~the ~~believe~~retention ~~that~~or ~~any~~resignation of such key personnel. ~~potential~~These ~~conflicts~~agreements ~~would~~may ~~materially~~provide ~~affect~~for them to receive compensation following our ~~ability~~Initial Business Combination and as a result, may cause them to ~~complete~~have ~~our~~conflicts of interest in determining whether a particular Initial Business Combination is the most advantageous.

~~The personal and financial interests of our directors~~Our ~~and~~key ~~officers~~personnel may ~~influence~~be ~~their~~able ~~motivation~~to inremain ~~timely~~with ~~identifying~~our ~~and~~Company ~~selecting~~after athe ~~target~~completion ~~business~~of ~~and~~our ~~completing an~~ Initial Business Combination~~. Consequently,~~ ~~our~~only ~~directors’~~if ~~and~~they ~~officers’~~are ~~discretion~~able into negotiate ~~identifying~~employment ~~and~~or ~~selecting~~consulting aagreements ~~suitable~~in ~~target~~connection ~~business~~with ~~may~~the ~~result~~Initial ~~in a~~Business ~~conflict~~Combination. ofSuch ~~interest~~negotiations ~~when~~would ~~determining~~take ~~whether~~place simultaneously with the ~~terms,~~negotiation ~~conditions and timing~~ of athe ~~particular~~ Initial Business Combination ~~are appropriate~~ and incould ~~our~~provide ~~shareholders’~~for ~~best~~such ~~interest.~~individuals Ifto ~~this~~receive ~~were~~compensation in the ~~case,~~form itof ~~could~~cash bepayments aand/or ~~breach~~our ofsecurities ~~their~~for ~~fiduciary~~services ~~duties~~they would render to us asafter athe ~~matter~~ completion of ~~Cayman~~the ~~Islands~~Initial ~~law~~Business Combination. ~~and~~Such wenegotiations oralso ~~our~~could ~~shareholders~~make ~~might~~such ~~have~~key apersonnel’s ~~claim~~retention ~~against~~or ~~such~~resignation ~~individuals~~a ~~for~~condition ~~infringing~~to onany ~~our~~such ~~shareholders’ rights~~agreement. The ~~See~~personal ~~the section titled “Directors, Executive Officers~~ and ~~Corporate~~financial ~~Governance —~~interests ~~Conflicts~~ of ~~Interest” for~~such ~~further~~individuals ~~information.~~may Weinfluence ~~might~~their ~~not~~motivation ~~ultimately~~in beidentifying ~~successful~~and inselecting ~~any~~a ~~claim~~target webusiness, subject ~~may~~to ~~make~~their ~~against~~fiduciary ~~them~~duties ~~for~~under ~~such~~Cayman ~~reason~~Islands law.

Members of our management team and board of directors have significant experience as board members, officers or executives of other companies. As a result, certain of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our ability to consummate an Initial Business Combination.35

~~During the course of their careers, members of~~Our ~~our~~officers ~~management team~~ and ~~board of~~ directors ~~have~~will ~~had~~allocate ~~significant~~their ~~experience~~time asto ~~board~~other ~~members,~~businesses ~~officers~~thereby orcausing ~~executives~~conflicts of ~~other~~interest ~~companies. As~~in ~~a result of~~ their ~~involvement~~determination ~~and~~as ~~positions in these companies, certain persons were, are now, or may in the future become, involved~~to inhow ~~litigation,~~much ~~investigations~~time orto ~~other~~devote ~~proceedings relating~~ to ~~the~~our ~~business~~ affairs ~~of such companies or transactions entered into by such companies~~. ~~Any~~This ~~such~~conflict ~~litigation,~~of ~~investigations~~interest orcould ~~other~~have ~~proceedings may divert our management team’s and board’s attention and resources away from identifying and selecting~~ a ~~target~~negative ~~business~~impact oron ~~businesses for~~ our ~~Initial Business Combination and may negatively affect our reputation, which may impede our~~ ability to complete anour Initial Business Combination.

~~Members~~Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our ~~management~~operations ~~team~~and our search for an Initial Business Combination and ~~affiliated~~their other businesses. We do ~~companies~~not ~~may~~intend to have ~~been,~~any ~~and~~full-time employees ~~may~~prior into the ~~future~~completion of our Initial Business Combination. Each of our officers is engaged in other business endeavors for which she or he may be entitled to substantial compensation, ~~involved~~and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in ~~civil~~excess ~~disputes~~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. Any such companies, businesses or ~~governmental~~investments ~~investigations~~may present ~~unrelated~~additional conflicts of interest in pursuing an Initial Business Combination target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our Initial Business Combination. For additional information about our officers’ and directors’ other business affairs, please see “Directors, Executive Officers and Corporate Governance.”

~~Members~~Our officers ofand ~~our~~directors ~~management~~presently ~~team~~ have, ~~been (~~and ~~intend~~ toany ~~be)~~of ~~involved~~them in athe ~~wide~~future ~~variety of businesses. Such involvement has, and~~ may ~~lead~~have toadditional, ~~media~~fiduciary ~~coverage~~or ~~and~~contractual ~~public~~obligations ~~awareness.~~to Asother aentities ~~result~~and, ~~members~~accordingly, ~~of our management team and affiliated companies~~ may have ~~been,~~conflicts ~~and~~of ~~may~~interest in ~~the~~determining ~~future~~to ~~be,~~which ~~involved~~entity ina ~~civil~~particular ~~disputes or governmental investigations unrelated to our~~ business. ~~Any~~opportunity ~~such~~should ~~claims or investigations may~~ be ~~detrimental to our reputation and could~~ ~~negatively affect our ability to identify and complete an Initial Business Combination and may have an adverse effect on the price of our securities~~presented.

~~Our~~Until we ~~letter~~consummate ~~agreement~~our Initial Business Combination, we intend to continue engaging in the business of identifying and combining with one or more businesses. Each of our ~~Sponsor~~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 an Initial Business ~~initial~~Combination ~~shareholders~~opportunity to such entities. Accordingly, ~~officers~~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 ~~directors~~a potential target business may be ~~amended~~presented to ~~without~~another ~~shareholder~~entity ~~approval~~prior to its presentation to us, 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.

~~Our~~In addition, ~~letter agreement with~~ our Sponsor, ~~other~~and ~~initial shareholders,~~our officers and directors ~~contains~~may ~~provisions~~sponsor ~~relating~~or toform ~~transfer~~other ~~restrictions~~SPACs ofsimilar ~~our~~to ~~Founder~~ours ~~Shares~~or ~~and~~may ~~Private~~pursue ~~Placement~~other business or ~~Warrants,~~investment ~~indemnification~~ventures ofduring the ~~Trust~~period ~~Account,~~in ~~waiver~~which ofwe ~~redemption~~are ~~rights~~seeking ~~and~~an ~~participation~~Initial inBusiness ~~liquidating distributions from the Trust Account~~Combination. ~~The~~As ~~letter~~a ~~agreement~~result, ~~may~~our beSponsor, ~~amended~~officers ~~without~~and directors ~~shareholder~~could ~~approval~~have ~~(although~~conflicts ~~releasing~~of ~~the~~interest ~~parties~~in ~~from~~determining ~~the~~whether ~~restriction not~~ to ~~transfer~~ ~~the~~present ~~Founder Shares for 185 days following the date of pricing of the~~ Initial ~~Public~~Business ~~Offering~~Combination ~~will~~opportunities ~~require~~to ~~the~~us ~~prior~~or ~~written consent of the underwriter). While we do not expect our board~~ to ~~approve~~ any other ~~amendment~~SPAC towith ~~the~~which ~~letter~~they ~~agreement~~may ~~prior~~become toinvolved. ~~our~~Any ~~Initial~~such ~~Business Combination~~companies, itbusinesses ~~may~~or beinvestments ~~possible~~may ~~that~~present ~~our~~additional ~~board,~~conflicts of interest in ~~exercising~~pursuing ~~its~~an ~~business~~Initial ~~judgment~~Business ~~and~~Combination ~~subject~~target. ~~to its fiduciary duties~~However, ~~chooses~~we todo ~~approve one~~not orbelieve ~~more~~that ~~amendments~~any ~~to the letter agreement. Any~~ such ~~amendments~~potential toconflicts ~~the letter agreement~~ would ~~not~~materially ~~require approval from~~ affect our ~~shareholders and~~ability ~~may~~to ~~have~~complete anour ~~adverse~~Initial ~~effect~~Business ~~on the value of an investment in our securities~~Combination.

~~Changes~~For additional ininformation ~~the~~about ~~market~~our ~~for~~officers’ and directors’ business affiliations and the potential conflicts of interest that ~~officers~~you ~~liability~~should ~~insurance~~be ~~could~~aware ~~make~~of, itplease ~~more~~see ~~difficult~~“Directors, ~~and~~Executive ~~more~~Officers ~~expensive~~and ~~for~~Corporate usGovernance” toand ~~negotiate~~“Certain Relationships and ~~complete~~Related anParty ~~Initial~~Transactions, ~~Business~~and ~~Combination~~Director Independence.”

~~In recent months, the market for directors and~~Our officers, ~~liability insurance for SPACs has changed in ways adverse to us and our management team. Fewer insurance companies are offering quotes for~~ directors ~~and officers liability coverage~~, ~~the~~security ~~premiums~~holders ~~charged for such policies have generally increased~~ and ~~the~~their ~~terms~~respective ~~of such~~affiliates ~~policies~~may have ~~generally~~competitive ~~become~~pecuniary ~~less~~interests ~~favorable.~~that ~~These~~conflict ~~trends~~with ~~may continue into the future~~our interests.

35We have not adopted a policy that expressly prohibits our Sponsor, 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 an Initial Business Combination with a target business that is affiliated with our Sponsor, our other initial shareholders, 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.

The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an Initial Business Combination. In order to obtain directors and officers liability insurance or modify its coverage, the post-Initial Business Combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-Initial Business Combination entity’s ability to attract and retain qualified officers and directors.36

~~In addition, even after we were to complete an~~Any ~~Initial~~such ~~Business Combination~~companies, ~~our~~businesses ~~directors~~or ~~and~~investments ~~officers~~may ~~could~~present ~~still~~additional beconflicts ~~subject~~of tointerest ~~potential~~in ~~liability~~pursuing ~~from~~an ~~claims arising from conduct alleged to have occurred prior to the~~ Initial Business Combination. ~~As a result~~target. However, inwe ~~order~~do tonot ~~protect~~believe ~~our~~that ~~directors and officers, the post-Initial Business Combination entity may need to purchase additional insurance with respect to~~ any such ~~claims~~potential ~~(“run-off insurance”). The~~conflicts ~~need for run-off insurance~~ would bematerially anaffect ~~added expense for the post-transaction company, and could interfere with or frustrate~~ our ability to ~~consummate~~complete anour Initial Business Combination ~~on terms favorable to our investors~~.

~~Risks~~The personal ~~Relating~~and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing an Initial 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 Initial Business Combination are appropriate and in our shareholders’ best interest. If this were the case, it could be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our ~~Securities~~shareholders might have a claim against such individuals for infringing on our shareholders’ rights. See the section titled “Directors, Executive Officers and Corporate Governance — Conflicts of Interest” for further information. We might not ultimately be successful in any claim we may make against them for such reason.

~~You~~Members of ~~will~~our ~~not~~management team and board of directors have ~~any~~significant ~~rights~~experience as board members, officers or ~~interests~~executives of other companies. inAs ~~funds~~a ~~from~~result, ~~the~~certain ~~Trust~~of ~~Account~~those persons have been, ~~except~~may ~~under~~be, ~~certain~~or ~~limited~~may ~~circumstances.~~become, ~~Therefore~~involved in proceedings, investigations and litigation relating to ~~liquidate~~the ~~your~~business ~~investment~~affairs of the companies with which they were, ~~you~~are, or may in the future be, ~~forced to~~affiliated. ~~sell~~This ~~your~~may ~~Public~~have ~~Shares~~an oradverse ~~Public~~effect on ~~Warrants~~us, ~~potentially~~which atmay aimpede ~~loss~~our ability to consummate an Initial Business Combination.

~~Our Public Shareholders will be entitled to receive~~During ~~funds from~~ the ~~Trust~~course ~~Account~~of ~~only~~their ~~upon~~careers, ~~the~~members ~~earliest to occur~~ of: ~~(i)~~ our ~~completion~~management ofteam ~~an Initial Business Combination,~~ and ~~then only~~board inof ~~connection~~directors ~~with~~have ~~those~~had ~~Public~~significant ~~Shares~~experience ~~that~~as ~~such~~board ~~shareholder properly elected to redeem~~members, ~~subject to the limitations and on the conditions~~ ~~described~~officers ~~herein;~~or ~~(ii) the~~executives ~~redemption~~ of ~~any~~other ~~Public~~companies. ~~Shares~~As ~~properly submitted in connection with~~ a ~~shareholder~~result ~~vote~~of totheir ~~amend~~involvement ~~our Amended~~ and ~~Restated~~positions ~~Memorandum~~in ~~and~~these ~~Articles~~companies, ofcertain ~~Association~~persons ~~(A) to~~were, ~~modify~~are now, ~~the substance~~ or ~~timing~~may ofin ~~our~~the ~~obligation~~future tobecome, ~~allow~~involved ~~redemption~~ in ~~connection~~litigation, ~~with~~investigations ~~our~~or ~~Initial~~other ~~Business~~proceedings ~~Combination~~relating or to ~~redeem~~the ~~100%~~business affairs of ~~our~~such companies ~~Public~~or ~~Shares~~transactions ifentered weinto doby ~~not~~such ~~complete~~companies. ~~our~~Any ~~Initial~~such ~~Business Combination~~litigation, ~~within~~investigations ~~the Completion Window~~ or ~~(B) with respect to any~~ other ~~material~~proceedings ~~provisions~~may ~~relating~~divert toour ~~shareholders~~management team’s ~~rights or~~and ~~pre-Initial~~board’s ~~Business~~attention ~~Combination activity;~~ and ~~(iii) the~~resources ~~redemption~~away offrom ~~our~~identifying ~~Public~~and ~~Shares~~selecting ifa wetarget ~~are~~business ~~unable~~or tobusinesses ~~complete~~for anour Initial Business Combination ~~within the Completion Window, subject to applicable law~~ and asmay ~~further~~negatively ~~described~~affect ~~herein.~~our In no other circumstances will Public Shareholders have any right or interest of any kind in the Trust Account. Holders of Warrants will not have any right to the proceeds held in the Trust Account with respect to the Warrants. Accordinglyreputation, towhich ~~liquidate your investment, you~~ may beimpede ~~forced~~our ability to ~~sell your~~complete ~~Public~~an ~~Shares~~Initial orBusiness ~~Public Warrants, potentially at a loss~~Combination.

~~Nasdaq~~Members of ~~may~~our ~~delist~~management ~~our~~team ~~securities~~and ~~from~~affiliated ~~trading on~~companies ~~its~~may ~~exchange~~have been, ~~which~~and ~~could~~may ~~limit~~in ~~investors’~~the ~~ability~~future tobe, ~~make~~involved ~~transactions~~ in ~~our~~civil ~~securities~~disputes ~~and~~or ~~subject~~governmental usinvestigations unrelated to ~~additional~~our ~~trading restrictions~~business.

~~Our Units, Public Shares and Public Warrants are~~Members ~~listed on Nasdaq. Although we met the minimum initial listing standards set forth in Nasdaq listing standards at the time~~ of ~~the~~our ~~Initial Public~~management ~~Offering,~~team wehave ~~cannot~~been ~~assure~~(and ~~you~~intend ~~that our securities will continue~~ to be) ~~listed~~involved ~~on Nasdaq~~ in ~~the~~a ~~future~~wide orvariety ~~prior~~of ~~to our Initial Business Combination~~businesses. InSuch ~~order~~involvement tohas, ~~continue~~and ~~listing~~may ~~our~~lead ~~securities on Nasdaq prior~~ to ~~our Initial Business Combination~~, ~~we must maintain certain~~ ~~financial,~~media ~~distribution~~coverage and ~~share~~public ~~price levels~~awareness. ~~Generally,~~As ~~we must maintain~~ a ~~minimum~~result, ~~market~~members ~~value~~ of ~~listed~~our ~~securities~~management ~~(generally~~team ~~$50,000,000)~~ and aaffiliated ~~minimum~~companies ~~number~~may ofhave ~~holders~~been, ofand ~~our~~may ~~securities (generally 400 public holders). Additionally,~~ in ~~connection with our Initial Business~~the ~~Combination,~~future ~~we will~~ be ~~required to demonstrate compliance with Nasdaq’s initial listing requirements~~, ~~which~~involved ~~are~~in ~~more~~civil ~~rigorous~~disputes ~~than Nasdaq’s~~or ~~continued~~governmental ~~listing~~investigations ~~requirements,~~unrelated ~~in order~~ to ~~continue to maintain the listing of~~ our ~~securities on Nasdaq~~business. ~~For~~Any ~~instance, our~~such ~~share~~claims ~~price~~or ~~would~~investigations ~~generally~~ may be ~~required~~detrimental to beour atreputation ~~least~~and ~~$4.00~~could ~~per~~negatively ~~share~~affect ~~and~~ our ~~shareholders’~~ability ~~equity would generally be required~~ to beidentify ~~at least $5.0 million~~ and wecomplete ~~would~~an beInitial ~~required~~Business toCombination and may have aan ~~minimum~~adverse ofeffect ~~300~~on ~~round~~the ~~lot~~price ~~holders~~ of our securities~~, with at least 50% of such round lot holders holding securities with a market value of at least $2,500~~. ~~We cannot assure you that we will be able to meet those initial listing requirements at that time.~~

36Our letter agreement with our Sponsor, other initial shareholders, officers and directors may be amended without shareholder approval.

IfOur letter ~~Nasdaq~~agreement ~~delists~~with our ~~securities~~Sponsor, ~~from~~other ~~trading on~~initial ~~its~~shareholders, ~~exchange~~officers and wedirectors ~~are~~contains ~~not~~provisions ~~able~~relating to ~~list~~transfer restrictions of our ~~securities~~Founder onShares ~~another~~and ~~national~~Private ~~securities~~Placement ~~exchange~~Warrants, indemnification of the Trust Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account. The letter agreement may be amended without shareholder approval (although releasing the parties from the restriction not to transfer the Founder Shares for 185 days following the date of pricing of the Initial Public Offering will require the prior written consent of the underwriter). While we do not expect our ~~securities~~board ~~could~~to approve any amendment to the letter agreement prior to our Initial Business Combination, it may be possible that our board, in exercising its business judgment and ~~quoted~~subject onto anits ~~over-~~fiduciary duties, chooses to approve one or more amendments to the~~-counter market~~ letter agreement. IfAny ~~this~~such ~~were~~amendments to ~~occur,~~the weletter agreement ~~could~~would ~~face~~not ~~significant~~require ~~material~~approval from our shareholders and may have an adverse ~~consequences,~~effect ~~including:~~on the value of an investment in our securities.

●Changes in athe ~~limited~~market ~~availability~~for ofdirectors ~~market~~and ~~quotations~~officers liability insurance could make it more difficult and more expensive for ~~our~~us ~~securities;~~to negotiate and complete an Initial Business Combination.

●In recent ~~reduced~~months, ~~liquidity~~the market for directors and officers liability insurance for SPACs has changed in ways adverse to us and our ~~securities;~~management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future.

● a determination that our Class A Ordinary Shares are a “penny stock” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;37

●The increased acost ~~limited~~and ~~amount~~decreased availability of ~~news~~directors and ~~analyst~~officers liability insurance could make it more difficult and more expensive for us to negotiate an Initial Business Combination. In order to obtain directors and officers liability insurance or modify its coverage;, the post-Initial Business Combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-Initial Business Combination entity’s ability to attract and retain qualified officers and directors.

●In addition, even after we were to complete an Initial Business Combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the Initial Business Combination. As a ~~decreased~~result, ~~ability~~in order to ~~issue~~protect ~~additional~~our ~~securities~~directors orand ~~obtain~~officers, the post-Initial Business Combination entity may need to purchase additional ~~financing~~insurance inwith respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-transaction ~~future~~company, and could interfere with or frustrate our ability to consummate an Initial Business Combination on terms favorable to our investors.

~~The National Securities Markets Improvement Act~~Risks ofRelating ~~1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred~~ to ~~as “covered securities”. Because~~ our Units, Public Shares and Public Warrants are listed on Nasdaq, our Units, Public Shares and Public Warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.Securities

~~Because~~You will wenot ~~are~~have ~~incorporated~~any ~~under~~rights ~~the~~or ~~laws of~~interests in funds from the ~~Cayman~~Trust ~~Islands~~Account, ~~you~~except ~~may~~under ~~face~~certain ~~difficulties~~limited incircumstances. ~~protecting~~Therefore, to liquidate your ~~interests~~investment, ~~and~~you ~~your~~may ~~ability~~be forced to ~~protect~~sell your ~~rights~~Public ~~through~~Shares ~~the~~or ~~U.S. Federal~~Public ~~courts~~Warrants, ~~may~~potentially beat ~~limited~~a loss.

WeOur Public ~~are~~Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of an ~~exempted~~Initial ~~company~~Business ~~incorporated~~Combination, ~~under~~and then only in connection with those Public Shares that such shareholder properly elected to redeem, subject to the ~~laws~~limitations ofand on the ~~Cayman~~conditions ~~Islands.~~described Asherein; (ii) the redemption of any Public Shares properly submitted in connection with a ~~result,~~shareholder itvote ~~may~~to beamend ~~difficult~~our ~~for~~Amended ~~investors~~and Restated Memorandum and Articles of Association (A) to ~~effect~~modify ~~service~~the substance or timing of ~~process~~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 the ~~United~~Completion Window or (B) ~~States~~with respect to any other material provisions ~~upon~~relating ~~our~~to ~~directors~~shareholders’ rights or ~~officers~~pre-Initial Business Combination activity; and (iii) the redemption of our Public Shares if we are unable to complete an Initial Business Combination within the Completion Window, subject to applicable law and as further described herein. In no other circumstances will Public Shareholders have any right or ~~enforce~~interest ~~judgments~~of ~~obtained~~any kind in the ~~United States~~Trust ~~courts~~Account. ~~against~~Holders ~~our~~of ~~directors~~Warrants will not have any right to the proceeds held in the Trust Account with respect to the Warrants. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or ~~officers~~Public Warrants, potentially at a loss.

~~Our corporate affairs are governed by our Amended~~Nasdaq ~~and Restated Memorandum and Articles of Association, the Companies Act (as the same~~ may bedelist ~~supplemented~~our orsecurities ~~amended~~ from ~~time~~trading toon ~~time) and~~its ~~the common law of the Cayman Islands. We are also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors~~exchange, ~~actions~~which bycould ~~minority~~limit ~~shareholders~~investors’ ~~and~~ability ~~the fiduciary responsibilities of our directors~~ to usmake ~~under~~transactions ~~Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived~~ in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities ~~laws as~~ ~~compared to the United States,~~ and ~~certain~~subject ~~states,~~us ~~such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing~~ to ~~initiate~~additional atrading ~~shareholders derivative action in a Federal court of the United States~~restrictions.

WeOur Units, ~~have~~Public ~~been~~Shares ~~advised by Maples~~ and ~~Calder,~~Public ~~our Cayman~~Warrants ~~Islands~~are ~~legal~~listed ~~counsel,~~on ~~that~~Nasdaq. ~~the~~Although ~~courts~~we ofmet the ~~Cayman~~minimum ~~Islands~~initial ~~are~~listing ~~unlikely:~~standards ~~(i) to~~set ~~recognize~~forth orin ~~enforce~~Nasdaq listing ~~against~~standards usat ~~judgments of~~the ~~courts~~time of the ~~United States~~Initial ~~predicated~~Public ~~upon~~Offering, ~~the~~we ~~civil~~cannot ~~liability~~assure ~~provisions~~you ofthat ~~the~~our ~~federal~~ securities ~~laws~~will ofcontinue ~~the~~to ~~United States or~~be ~~any~~listed ~~state;~~on Nasdaq ~~and (ii)~~ in ~~original actions brought in~~ the ~~Cayman~~future ~~Islands,~~or prior to ~~impose~~our ~~liabilities~~Initial ~~against~~Business usCombination. ~~predicated~~In ~~upon~~order ~~the~~to ~~civil liability~~continue ~~provisions~~listing ofour ~~the federal~~ securities ~~laws~~on ofNasdaq ~~the~~prior ~~United States~~to orour Initial ~~any~~Business ~~state~~Combination, sowe ~~far~~must asmaintain ~~the~~certain ~~liabilities~~financial, ~~imposed~~distribution byand ~~those provisions~~share ~~are~~price ~~penal in nature~~levels. ~~In those circumstances~~Generally, ~~although~~we ~~there~~must ismaintain noa minimum ~~statutory~~market ~~enforcement~~value ~~in the Cayman Islands~~ of ~~judgments obtained~~listed insecurities ~~the~~(generally ~~United States~~$50,000,000) ~~the~~and ~~courts~~a ofminimum ~~the~~number ~~Cayman~~of ~~Islands~~holders ~~will~~of ~~recognize~~our ~~and~~securities ~~enforce~~(generally a400 ~~foreign~~public holders). ~~money~~Additionally, ~~judgment~~in ofconnection awith ~~foreign court~~our ofInitial ~~competent~~Business ~~jurisdiction~~Combination, ~~without~~we ~~retrial~~will onbe ~~the~~required ~~merits~~to ~~based~~demonstrate oncompliance ~~the~~with ~~principle~~Nasdaq’s initial ~~that~~listing arequirements, ~~judgment~~which ofare amore ~~competent~~rigorous ~~foreign~~than ~~court~~Nasdaq’s ~~imposes upon~~continued ~~the~~listing ~~judgment~~requirements, ~~debtor~~in anorder ~~obligation~~ to ~~pay~~continue to maintain the ~~sum~~listing ~~for~~of ~~which~~our ~~judgment~~securities ~~has~~on ~~been~~Nasdaq. ~~given~~For ~~provided~~instance, ~~certain~~our ~~conditions~~share ~~are~~price ~~met.~~would ~~For~~generally abe ~~foreign judgment~~required to be ~~enforced~~at inleast ~~the~~$4.00 ~~Cayman~~per ~~Islands,~~share ~~such~~and our ~~judgment~~shareholders’ ~~must~~equity bewould ~~final~~generally ~~and~~be ~~conclusive~~required ~~and~~to ~~for~~be aat ~~liquidated~~least ~~sum,~~$5.0 million and ~~must~~we ~~not~~would be ~~in respect~~required ofto ~~taxes~~have or a ~~fine~~minimum of or300 ~~penalty,~~round ~~inconsistent~~lot ~~with~~holders ~~a Cayman Islands judgment in respect~~ of ~~the~~our ~~same matter~~securities, ~~impeachable~~with onat ~~the grounds~~least 50% of ~~fraud~~such orround ~~obtained~~lot inholders aholding ~~manner,~~securities orwith ~~be of~~ a ~~kind~~market ~~the~~value ~~enforcement~~ of ~~which~~at least is$2,500. ~~contrary~~We tocannot ~~natural~~assure ~~justice~~you orthat ~~the~~we ~~public~~will ~~policy of the Cayman Islands (awards of punitive or multiple damages may well~~ be ~~held~~able to bemeet ~~contrary~~those toinitial ~~public~~listing ~~policy).~~requirements Aat ~~Cayman~~that ~~Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere~~time.

3738

AsIf Nasdaq adelists ~~result~~our ofsecurities ~~all~~from oftrading ~~the~~on ~~above,~~its ~~Public~~exchange ~~Shareholders may~~and ~~have~~we ~~more~~are ~~difficulty~~not inable ~~protecting~~to ~~their~~list ~~interests~~our insecurities ~~the~~on ~~face~~another ofnational ~~actions~~securities exchange, ~~taken~~we byexpect ~~management,~~our ~~members~~securities ofcould ~~the~~be ~~board~~quoted ofon ~~directors~~an ~~or controlling~~over-the-counter market. ~~shareholders~~If ~~than~~this ~~they~~were ~~would~~to asoccur, ~~Public~~we ~~Shareholders~~could offace asignificant material ~~United States~~adverse ~~company.~~consequences, including:

~~After~~● ~~our Initial Business Combination, it is possible that~~ a ~~majority~~limited availability of ~~our~~market ~~directors~~quotations ~~and~~for ~~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● isreduced ~~possible~~liquidity 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.~~securities;

~~Provisions~~● ina ~~our~~determination ~~Amended~~that ~~and~~our ~~Restated~~Class ~~Memorandum and~~A ~~Articles~~Ordinary ofShares ~~Association~~are ~~may~~a ~~inhibit~~“penny astock” ~~takeover~~which ofwill ~~us,~~require ~~which~~brokers ~~could~~trading ~~limit~~in ~~the~~our ~~price~~Class ~~investors~~A ~~might~~Ordinary beShares ~~willing~~to adhere to ~~pay~~more stringent rules and possibly result in ~~the~~a ~~future for~~reduced ~~our~~level ~~Class~~of Atrading ~~Ordinary~~activity ~~Shares~~in ~~and~~the ~~could~~secondary ~~entrench~~trading ~~management.~~market for our securities;

~~Our~~● Amended and Restated Memorandum and Articles of Association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a ~~staggered~~limited ~~board~~amount of ~~directors~~news and ~~the~~analyst ~~ability~~coverage; ~~of the board of directors to designate the terms of~~ and issue new series of preference 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.

~~Our~~● ~~Amended~~a ~~and~~decreased Restated Memorandum and Articles of Association provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us and our shareholders, which could limit our shareholders’ ability to ~~obtain~~issue aadditional ~~favorable~~securities ~~judicial~~or ~~forum~~obtain ~~for~~additional ~~complaints~~financing ~~against~~in usthe ~~or our directors, officers or employees~~future.

~~Our~~The National ~~Amended~~Securities ~~and~~Markets ~~Restated~~Improvement ~~Memorandum~~Act ~~and Articles~~ of ~~Association~~1996, ~~provide~~which ~~that~~is ~~unless~~a wefederal ~~consent~~statute, inprevents ~~writing~~or topreempts the ~~selection~~states offrom anregulating ~~alternative forum,~~ the sale ~~courts~~ of ~~the~~certain ~~Cayman~~securities, ~~Islands~~which ~~shall have~~are ~~exclusive~~referred ~~jurisdiction~~to ~~over~~as ~~any~~“covered ~~claim~~securities”. orBecause ~~dispute arising out of or in connection with~~ our ~~Amended~~Units, ~~and~~Public ~~Restated~~Shares ~~Memorandum~~ and ~~Articles~~Public Warrants ofare ~~Association~~listed oron ~~otherwise~~Nasdaq, ~~related~~our inUnits, ~~any~~Public ~~way~~Shares toand ~~each~~Public ~~shareholder’s~~Warrants ~~shareholding~~qualify inas ~~us,~~covered ~~including~~securities ~~but~~under ~~not~~the ~~limited~~statute. ~~to:~~Although ~~(i) any~~the states ~~derivative~~are ~~action~~preempted orfrom ~~proceeding~~regulating ~~brought~~the onsale of our ~~behalf;~~securities, ~~(ii) any~~the ~~action~~federal ~~asserting~~statute adoes ~~claim~~allow ofthe ~~breach~~states ofto ~~any~~investigate ~~fiduciary~~companies orif ~~other duty~~there ~~owed~~is bya ~~any~~suspicion of ~~our~~fraud, ~~current or former director~~and, ~~officer~~if orthere ~~other~~is ~~employee~~a tofinding usof orfraudulent ~~our~~activity, ~~shareholders;~~then ~~(iii) any~~the ~~action~~states ~~asserting~~can ~~a claim~~regulate ~~arising~~or ~~pursuant~~bar tothe ~~any~~sale ~~provision~~ of ~~the~~covered ~~Companies~~securities in ~~Act~~a orparticular ~~our~~case. ~~Amended~~While ~~and~~we ~~Restated~~are ~~Memorandum~~not ~~and~~aware ~~Articles~~ of ~~Association; or (iv) any action asserting~~ a ~~claim~~state ~~against~~having usused ~~governed~~these bypowers ~~the~~to ~~internal~~prohibit ~~affairs~~or ~~doctrine~~restrict ~~(as such concept is recognized under~~ the ~~laws~~sale of ~~the~~securities ~~United States)~~issued ~~and~~by ~~that~~blank ~~each~~check ~~shareholder~~companies, ~~irrevocably~~other ~~submits~~than to the ~~exclusive~~State ~~jurisdiction~~ of ~~the~~Idaho, ~~courts~~certain ofstate ~~the~~securities ~~Cayman~~regulators ~~Islands~~view ~~over~~blank ~~all~~check ~~such~~companies ~~claims~~unfavorably orand ~~disputes.~~might ~~The~~use ~~forum~~these ~~selection~~powers, ~~provision~~or inthreaten ~~our~~to ~~Amended~~use ~~and~~these ~~Restated~~powers, ~~Memorandum and Articles of Association will not apply~~ to ~~actions~~hinder ~~or suits~~the ~~brought~~sale toof ~~enforce~~securities ~~any~~of ~~liability~~blank orcheck ~~duty~~companies ~~created~~in bytheir ~~the~~states. ~~Securities Act~~Further, if ~~Exchange~~we ~~Act~~were orno ~~any~~longer ~~claim~~listed ~~for~~on ~~which~~Nasdaq, ~~the~~our ~~federal~~securities ~~district courts~~would ofnot ~~the~~qualify ~~United States are,~~ as acovered ~~matter~~securities ofunder the ~~laws~~statute ofand ~~the~~we ~~United States,~~would ~~the~~be ~~sole~~subject to ~~and~~regulation ~~exclusive~~in ~~forum~~each ~~for~~state ~~determination of~~in ~~such~~which awe ~~claim~~offer our securities.

~~Our Amended and Restated Memorandum and Articles~~Because ~~of Association also provide that, without prejudice to any other rights or remedies that~~ we ~~may~~are ~~have,~~incorporated ~~each~~under ~~of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of~~ the ~~selection~~laws of the ~~courts of the~~ Cayman Islands ~~as exclusive forum and that accordingly we shall be entitled~~, ~~without~~you ~~proof~~may offace ~~special~~difficulties ~~damages,~~in toprotecting ~~the~~your ~~remedies of injunction~~interests, ~~specific~~and ~~performance~~your orability ~~other~~to ~~equitable~~protect ~~relief~~your ~~for~~rights ~~any~~through ~~threatened or actual breach of~~ the ~~selection~~U.S. ofFederal ~~the~~ courts ofmay ~~the~~be ~~Cayman Islands as exclusive forum~~limited.

38We 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.

~~This~~Our corporate ~~choice~~affairs ofare ~~forum~~governed ~~provision~~by ~~may~~our ~~increase~~Amended ~~a shareholder’s~~and ~~cost~~Restated Memorandum and ~~limit~~Articles of Association, the ~~shareholder’s~~Companies ~~ability~~Act (as the same may be supplemented or amended from time to ~~bring~~time) aand ~~claim~~the incommon alaw ~~judicial~~of ~~forum~~the ~~that~~Cayman itIslands. ~~finds~~We ~~favorable~~are ~~for~~also ~~disputes with~~subject usto orthe ~~our~~federal ~~directors,~~securities laws ~~officers~~of orthe ~~other~~United States. ~~employees,~~The ~~which~~rights ~~may~~of ~~discourage~~shareholders ~~lawsuits~~to ~~against~~take usaction ~~and~~against ~~our~~the directors, ~~officers~~actions ~~and~~by ~~other~~minority shareholders and ~~employees.~~the ~~Any~~fiduciary ~~person~~responsibilities orof ~~entity~~our ~~purchasing~~directors orto ~~otherwise~~us ~~acquiring~~under ~~any~~Cayman ofIslands ~~our~~law ~~shares~~are orto ~~other~~a ~~securities,~~large ~~whether~~extent governed by ~~transfer,~~the ~~sale,~~common ~~operation~~ law of ~~law~~the Cayman orIslands. ~~otherwise,~~The ~~shall~~common belaw ~~deemed~~of tothe ~~have~~Cayman ~~notice~~Islands ofis ~~and~~derived ~~have~~in ~~irrevocably~~part ~~agreed~~from ~~and~~comparatively ~~consented~~limited tojudicial ~~these~~precedent ~~provisions.~~in ~~There~~the isCayman ~~uncertainty~~Islands as towell ~~whether~~as afrom ~~court~~English ~~would~~common ~~enforce such provisions~~law, ~~and~~ the ~~enforceability~~decisions of ~~similar~~whose ~~choice~~courts are of ~~forum~~persuasive ~~provisions~~authority, inbut ~~other~~are ~~companies’ charter~~not ~~documents~~binding ~~has~~on ~~been~~a ~~challenged~~court in ~~legal~~the Cayman ~~proceedings~~Islands. ItThe isrights ~~possible~~of ~~that~~our ashareholders ~~court~~and ~~could~~the ~~find~~fiduciary ~~these~~responsibilities ~~types~~ of ~~provisions~~our todirectors beunder ~~inapplicable~~Cayman Islands law are different orfrom ~~unenforceable,~~what ~~and~~they ifwould abe ~~court~~under ~~were~~statutes toor ~~find~~judicial ~~this~~precedent ~~provision~~in some jurisdictions in ~~our~~the ~~Amended~~United States. ~~and~~In ~~Restated~~particular, ~~Memorandum~~the ~~and~~Cayman Islands ~~Articles~~has a different body of ~~Association~~securities tolaws ~~be inapplicable~~as orcompared ~~unenforceable~~to inthe anUnited States, ~~action~~and certain states, wesuch as Delaware, may ~~incur~~have more ~~additional~~fully ~~costs~~developed ~~associated~~and ~~with~~judicially ~~resolving~~interpreted ~~the~~bodies ~~dispute~~of incorporate ~~other~~law. ~~jurisdictions~~In addition, ~~which~~ ~~could~~Cayman Islands companies may not have ~~adverse~~standing to ~~effect~~initiate ona ~~our~~shareholders ~~business~~derivative ~~and~~action ~~financial~~in ~~performance~~a Federal court of the United States.

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

An investment in our securities may result in uncertain U.S. federal income tax consequences. For instance, because there is no authority that directly address instruments similar to the Units we issued in the Initial Public Offering, the allocation an investor makes with respect to the purchase price of a Unit between the Public Share and the one-half of a Public Warrant to purchase one Class A Ordinary Share included in each Unit could be challenged by the IRS or courts. In addition, the U.S. federal income tax consequences of a cashless exercise of Public Warrants included in the Units is unclear under current law. Finally, it is unclear whether the redemption rights with respect to our ordinary shares suspend the running of a U.S. holder’s holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A Ordinary Shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividend income” for U.S. federal income tax purposes. Security holders are urged to consult their tax advisors with respect to these and other tax consequences when acquiring, owning or disposing of our securities.39

WeAs a result of all of the above, Public Shareholders may behave ~~adversely~~more ~~affected~~difficulty byin ~~changes to~~protecting their interests in the ~~tax~~face ~~law,~~of ~~including~~actions ~~the~~taken by ~~tax~~management, ~~laws~~members of the ~~jurisdiction~~board inof ~~which~~directors ~~the~~or ~~target~~controlling ~~business~~shareholders isthan ~~subject~~they towould as Public Shareholders of a United States company.

WeAfter our ~~may~~Initial beBusiness ~~adversely affected by change to tax law~~Combination, ~~including~~it ~~the~~is ~~tax~~possible ~~laws~~that ~~of the jurisdiction in which~~ a ~~target~~majority ~~business~~of isour ~~located.~~directors ~~Our tax burden depends on various tax laws, as well as their application~~ and ~~interpretation.~~officers ~~Our~~will ~~tax~~live ~~planning~~outside ~~and optimization depends on~~ the ~~current and expected tax law. Amendments~~United States ~~to tax laws may have a retroactive effect~~ and ~~their~~all ~~application~~of ~~or interpretation by tax authorities or courts may change unexpectedly. Any tax assessments that deviate from~~ our ~~expectations~~assets ~~could~~will ~~lead~~be tolocated anoutside ~~increase in our tax obligations and, additionally, could give rise to interest payable on~~ the ~~additional~~United States; ~~amount of taxes. Furthermore~~therefore, ~~future~~investors ~~tax~~may ~~audits~~not ~~and~~be ~~other~~able ~~investigations~~to ~~conducted~~enforce byfederal ~~tax authorities~~securities ~~could~~laws ~~result~~or intheir ~~the~~other ~~assessment~~legal ~~of additional taxes~~rights.

InIt is ~~addition,~~possible ~~and~~that ~~outside~~after of our Initial Business Combination, wea domajority ~~not~~of ~~believe~~our ~~that~~directors ~~our~~and ~~proposed~~officers ~~activities,~~will reside outside of the ~~basis~~United States and ~~upon~~all ~~which~~of weour assets will be ~~managed~~located ~~and~~outside ~~operated,~~of or the ~~manner~~United States. inAs ~~which we~~a ~~intend~~result, toit ~~conduct~~may ~~our~~be ~~business~~difficult, ~~should~~or ~~result~~ in ussome ~~becoming~~cases ~~subject~~not ~~to taxation~~possible, for orinvestors toin ~~file~~the ~~any~~United States ~~corporate~~to ~~income~~enforce ~~tax~~their ~~return~~legal rights, into ~~any jurisdiction~~effect ~~outside~~service ~~our~~of ~~jurisdiction~~process upon all of ~~incorporation.~~our ~~Notwithstanding~~directors ~~this,~~or ~~there~~officers or ~~can~~to beenforce nojudgments ~~absolute~~of ~~assurance~~United States ~~that~~courts apredicated ~~tax~~upon ~~authority will~~civil ~~not~~liabilities ~~take~~and acriminal ~~contrary~~penalties ~~view~~on our directors and officers under United States laws.

~~The~~Provisions in ~~materialization~~our ofAmended ~~any~~and Restated Memorandum and Articles of ~~these~~Association ~~risks~~may ~~discussed above~~inhibit a takeover of us, which could ~~have~~limit athe ~~material~~price ~~adverse~~investors might ~~effect~~be onwilling ~~our~~to ~~business,~~pay ~~net~~in ~~assets,~~the ~~financial~~future ~~condition,~~for ~~cash~~our ~~flows~~Class orA ~~results~~Ordinary ofShares ~~operations~~and could entrench management.

39Our Amended and Restated Memorandum and Articles of Association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preference shares, 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.

~~We may amend the terms of the Warrants in~~Our aAmended ~~manner~~and ~~that~~Restated ~~may~~Memorandum beand ~~adverse~~Articles ~~to holders~~ of ~~Public~~Association ~~Warrants~~provide ~~with~~that the ~~approval~~courts byof the ~~holders~~Cayman ofIslands atwill ~~least~~be ~~50% of~~ the ~~then~~exclusive ~~outstanding Public~~forums ~~Warrants.~~for Ascertain adisputes ~~result,~~between ~~the~~us ~~exercise~~and ~~price~~our ofshareholders, ~~your~~which ~~Public Warrants~~ could belimit ~~increased,~~our ~~the~~shareholders’ ~~exercise~~ability ~~period~~to ~~could~~obtain bea ~~shortened~~favorable ~~and the number~~judicial offorum ~~Class~~for Acomplaints ~~Ordinary~~against ~~Shares~~us ~~purchasable~~or ~~upon~~our ~~exercise of a Public Warrant could be decreased~~directors, ~~all~~officers ~~without~~or ~~your approval~~employees.

Our Amended ~~Warrants~~and ~~were~~Restated ~~issued~~Memorandum inand ~~registered~~Articles ~~form~~of ~~under a~~Association ~~warrant~~provide ~~agreement~~that ~~between~~unless ~~Continental~~we ~~Stock~~consent ~~Transfer &~~in ~~Trust~~writing ~~Company,~~to asthe ~~warrant~~selection ~~agent,~~of ~~and~~an ~~us. The warrant agreement provides~~alternative ~~that~~forum, the ~~terms~~courts of the ~~Warrants~~Cayman ~~may~~Islands beshall ~~amended~~have ~~without~~exclusive ~~the~~jurisdiction ~~consent~~over of any ~~holder~~claim ~~for~~or ~~the~~dispute ~~purpose~~arising out of: ~~(i) curing~~or ~~any~~in ~~ambiguity~~connection ~~or to~~with ~~correct~~our ~~any~~Amended ~~defective~~and ~~provision~~Restated orMemorandum ~~mistake,~~and ~~including~~Articles toof ~~conform~~Association ~~the~~or ~~provisions~~otherwise ofrelated ~~the~~in ~~warrant~~any ~~agreement~~way to ~~the~~each ~~description~~shareholder’s ~~of the terms~~shareholding ofin ~~the~~us, ~~Warrants~~including ~~and~~but ~~the~~not ~~warrant~~limited ~~agreement~~to: ~~set~~(i) any ~~forth~~derivative inaction ~~the~~or ~~prospectus~~proceeding ~~for~~brought on our ~~Initial Public Offering~~behalf; (ii) ~~adjusting~~any ~~the~~action ~~provisions~~asserting ~~relating~~a toclaim ~~cash~~of ~~dividends~~breach onof ~~ordinary~~any ~~shares~~fiduciary asor ~~contemplated~~other byduty ~~and~~owed inby ~~accordance~~any ~~with~~of ~~the~~our ~~warrant~~current ~~agreement;~~ or ~~(iii) adding~~former ~~or changing~~director, ~~any~~officer ~~provisions~~or ~~with~~other ~~respect~~employee to ~~matters~~us or ~~questions~~our shareholders; ~~arising~~(iii) any ~~under~~action ~~the~~asserting ~~warrant~~a ~~agreement~~claim asarising ~~the~~pursuant ~~parties~~ to ~~the~~any ~~warrant~~provision ~~agreement may~~of ~~deem~~the ~~necessary~~Companies Act or ~~desirable~~our Amended and ~~that~~Restated Memorandum ~~the~~and ~~parties~~Articles ~~deem~~of toAssociation; ~~not~~or ~~adversely~~(iv) any ~~affect~~action ~~the~~asserting ~~rights~~a ofclaim ~~the~~against ~~registered~~us ~~holders~~governed ofby the ~~Warrants, provided~~internal ~~that~~affairs ~~the~~doctrine (as ~~approval~~such byconcept ~~the~~is ~~holders~~recognized ofunder atthe ~~least~~laws ~~50%~~ of the ~~then-outstanding~~United ~~Public~~States) ~~Warrants~~and isthat ~~required~~each toshareholder ~~make~~irrevocably ~~any~~submits ~~change that~~to ~~adversely affects~~ the ~~interests~~exclusive jurisdiction of the ~~registered~~courts ~~holders~~ of ~~Public Warrants. Accordingly, we may amend~~ the ~~terms~~Cayman ofIslands ~~the~~over ~~Public~~all ~~Warrants in~~such aclaims ~~manner~~or ~~adverse~~disputes. toThe aforum ~~holder~~selection ofprovision ~~Public~~in ~~Warrants~~our ifAmended ~~holders~~and ofRestated Memorandum atand ~~least~~Articles ~~50%~~ of ~~the~~Association ~~then-outstanding~~will ~~Public~~not ~~Warrants~~apply ~~approve~~to ofactions ~~such amendment.~~or ~~Although~~suits ~~our~~brought ~~ability~~ to ~~amend~~enforce ~~the~~any ~~terms~~liability ofor ~~the~~duty ~~Public~~created ~~Warrants~~by ~~with~~ the ~~consent~~Securities Act, ofExchange atAct ~~least~~or ~~50%~~any ofclaim ~~the~~for ~~then-outstanding~~which ~~Public Warrants~~the isfederal ~~unlimited,~~district ~~examples~~courts of ~~such~~the ~~amendments~~United States ~~could be amendments to~~are, ~~among~~as ~~other~~a ~~things,~~matter ~~increase~~of the ~~exercise~~laws ~~price~~ of the ~~Public Warrants~~United States, ~~convert~~ the ~~Public~~sole ~~Warrants~~and ~~into~~exclusive ~~cash~~forum orfor ~~shares,~~determination ~~shorten the exercise period or decrease the number~~ of ~~Class~~such ~~A Ordinary Shares purchasable upon exercise of~~ a ~~Public Warrant~~claim.

Our Amended ~~warrant~~and ~~agreement~~Restated ~~designates~~Memorandum ~~the~~and ~~courts~~ Articles of ~~the~~Association ~~State~~also ofprovide ~~New York~~that, orwithout ~~the~~prejudice ~~United States~~to ~~District~~any ~~Court~~other ~~for~~rights ~~the~~or ~~Southern~~remedies ~~District~~that we may have, each of ~~New York~~our asshareholders ~~the~~acknowledges ~~sole~~that ~~and~~damages ~~exclusive forum~~alone would not be an adequate remedy for ~~certain~~any ~~types~~breach of ~~actions~~the ~~and~~selection of ~~proceedings~~the ~~that~~courts ~~may~~of bethe ~~initiated~~Cayman byIslands ~~holders~~as ofexclusive ~~our~~forum ~~Warrants~~and that accordingly we shall be entitled, ~~which~~without ~~could~~proof ~~limit~~of special damages, to the ~~ability~~remedies of ~~warrant~~ ~~holders~~injunction, tospecific ~~obtain~~performance aor ~~favorable~~other ~~judicial~~equitable ~~forum~~relief for ~~disputes~~any ~~with~~threatened ~~our~~or ~~Company~~actual breach of the selection of the courts of the Cayman Islands as exclusive forum.

Our 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.40

~~Notwithstanding~~This choice ~~the~~of ~~foregoing,~~forum ~~these~~provision ~~provisions of~~may ~~the~~increase ~~warrant~~a ~~agreement~~shareholder’s ~~will~~cost ~~not~~and ~~apply~~limit tothe ~~suits~~shareholder’s ~~brought~~ability to ~~enforce~~bring ~~any~~a ~~liability~~claim orin ~~duty~~a ~~created~~judicial forum bythat ~~the~~it ~~Exchange~~finds ~~Act~~favorable for disputes with us or ~~any~~our ~~other~~directors, ~~claim for~~officers ~~which~~or ~~the~~other ~~federal~~employees, ~~district~~which ~~courts~~may ofdiscourage ~~the~~lawsuits ~~United States~~against us ~~are~~and ~~the~~our ~~sole~~directors, officers and ~~exclusive~~other ~~forum~~employees. Any person or entity purchasing or otherwise acquiring any ~~interest in any~~ of our ~~Warrants~~shares ~~shall~~or ~~be deemed to have notice of and to have consented to the forum provisions in our warrant~~other ~~agreement.~~securities, Ifwhether ~~any~~by ~~action~~transfer, ~~the subject matter of which is within the scope the forum provisions of the warrant agreement~~sale, isoperation ~~filed in a court other than a court~~ of ~~the~~law ~~State of New York~~ or ~~the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our Warrants~~otherwise, ~~such holder~~ shall be deemed to have ~~consented~~notice ~~to: (x) the personal jurisdiction~~ of ~~the state~~ and ~~federal~~have ~~courts~~irrevocably ~~located~~agreed inand consented ~~the~~to ~~State~~these ofprovisions. ~~New York~~There inis ~~connection~~uncertainty ~~with~~as ~~any~~to ~~action~~whether ~~brought~~a ~~in any such~~ court towould enforce ~~the~~such ~~forum~~ provisions ~~(an “enforcement action”)~~, and ~~(y) having~~the ~~service~~enforceability of ~~process made upon~~similar ~~such~~choice ~~warrant~~of ~~holder~~forum provisions in ~~any~~other ~~such~~companies’ ~~enforcement~~charter ~~action~~documents byhas ~~service~~been ~~upon~~challenged ~~such warrant holder’s counsel~~ in ~~the~~legal ~~foreign action as agent for such warrant holder~~proceedings. ~~This~~It ~~choice-of-forum provision~~is ~~may~~possible ~~limit~~ that a ~~warrant~~court ~~holder’s~~could ~~ability~~find tothese ~~bring~~types aof ~~claim~~provisions into abe ~~judicial forum~~inapplicable ~~that~~or ~~it finds favorable for disputes with our Company~~unenforceable, ~~which~~and ~~may discourage such lawsuits. Alternatively,~~ if a court were to find this provision ofin our ~~warrant~~Amended and ~~agreement~~Restated ~~inapplicable~~Memorandum orand ~~unenforceable~~Articles ~~with~~of ~~respect~~Association to ~~one~~be inapplicable or ~~more~~unenforceable ofin ~~the~~an ~~specified types of actions or proceedings~~action, we may incur additional costs associated with resolving ~~such~~the ~~matters~~dispute in other jurisdictions, which could ~~materially~~have ~~and~~adverse ~~adversely affect~~effect on our business, ~~financial condition~~ and ~~results~~financial ~~of operations and result in a diversion of the time and resources of our management and board of directors~~performance.

AAn investment ~~provision~~in of our ~~warrant~~securities ~~agreement~~ may ~~make~~ itresult ~~more~~in ~~difficult~~uncertain ~~for~~U.S. usfederal toincome ~~consummate~~tax ~~an Initial Business Combination~~consequences.

~~If: (i) we issue additional Class A Ordinary~~An ~~Shares~~investment orin ~~equity-linked~~our securities ~~for~~may ~~capital~~result ~~raising purposes~~ in ~~connection~~uncertain ~~with~~U.S. ~~the~~federal ~~closing~~income oftax ~~our~~consequences. ~~Initial~~For ~~Business~~instance, ~~Combination~~because ~~at an~~there ~~issue~~is ~~price~~no orauthority that ~~effective~~directly ~~issue~~address ~~price~~instruments ofsimilar ~~less~~to ~~than~~the ~~$9.20~~Units ~~per~~we ~~Class~~issued Ain ~~Ordinary~~the ~~Share~~Initial ~~(with~~Public ~~such~~Offering, ~~issue~~the ~~price~~allocation oran ~~effective~~investor ~~issue~~makes ~~price~~with respect to bethe ~~determined~~purchase inprice ~~good~~of ~~faith~~a byUnit ~~our~~between ~~board~~the ofPublic ~~directors~~Share and, in the ~~case~~ one-half of ~~any~~a ~~such~~Public ~~issuance~~Warrant to ~~our~~purchase ~~Sponsor,~~one ~~other initial shareholders~~Class A orOrdinary ~~their~~Share ~~affiliates,~~included ~~without~~in ~~taking~~each ~~into~~Unit ~~account~~could ~~any~~be ~~Founder~~challenged ~~Shares held~~ by ~~our~~the ~~Sponsor,~~IRS ~~other initial shareholders~~ or ~~such~~courts. ~~affiliates, as~~In ~~applicable~~addition, ~~prior to such issuance) (~~the ~~“Newly~~U.S. ~~Issued~~federal ~~Price”),~~income ~~(y)~~tax ~~the~~consequences of ~~aggregate~~a ~~gross~~cashless ~~proceeds~~exercise ~~from~~of ~~such~~Public ~~issuances represent~~Warrants ~~more~~included ~~than~~in ~~60%~~the ofUnits ~~the~~is ~~total~~unclear ~~equity~~under ~~proceeds~~current ~~(including~~law. ~~from~~Finally, ~~such~~it ~~issuances~~is ~~and~~unclear whether the ~~Initial~~redemption rights ~~Public~~with ~~Offering),~~respect ~~and~~to ~~interest~~our ~~thereon, available~~ordinary ~~for~~shares suspend the ~~funding~~running of ~~our~~a ~~Initial~~U.S. ~~Business~~holder’s ~~Combination~~holding onperiod ~~the~~for ~~date~~purposes of ~~the~~determining ~~consummation~~whether any ofgain ~~our~~or ~~Initial~~loss ~~Business~~realized ~~Combination~~by ~~(net of~~such ~~redemptions)~~holder ~~and~~on ~~(z)~~ the ~~volume~~sale ~~weighted~~or ~~average~~exchange ~~trading price~~ of ~~our~~ Class A Ordinary Shares ~~during~~is ~~the~~long-term capital 20gain ~~trading~~or ~~day~~loss ~~period starting~~and onfor ~~the~~determining ~~trading~~whether ~~day~~any ~~prior~~dividend ~~to the day on which~~ we ~~consummate~~pay ~~our~~would ~~Initial~~be ~~Business~~considered ~~Combination (such price, the~~ “~~Market~~qualified ~~Value~~dividend income”~~) is~~ ~~below~~for $9U.20S. ~~per~~federal ~~share,~~income ~~then~~tax ~~the~~purposes. Security ~~exercise~~holders ~~price~~are ofurged ~~the Warrants will be adjusted (~~to ~~the~~consult ~~nearest~~their ~~cent)~~tax toadvisors bewith ~~equal~~respect to ~~115%~~these ~~of the higher of the Market Value~~ and ~~the~~other ~~Newly~~tax ~~Issued~~consequences ~~Price,~~when ~~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~~acquiring, ~~and~~owning ~~the~~or ~~$10.00 per share redemption trigger price will~~disposing ~~be adjusted (to the nearest cent) to be equal to the higher~~ of ~~the~~our ~~Market Value and the Newly Issued Price~~securities.

40We may be adversely affected by changes to the tax law, including the tax laws of the jurisdiction in which the target business is subject to.

We may be adversely affected by change to tax law, including the tax laws of the jurisdiction in which a target business is located. Our tax ~~Warrants~~burden ~~are~~depends ~~accounted~~on ~~for~~various tax laws, as ~~derivative~~well as their application and interpretation. Our tax planning and optimization depends on ~~liabilities~~the current and ~~are~~expected ~~recorded~~tax atlaw. ~~fair~~Amendments ~~value~~to ~~upon~~tax ~~issuance~~laws ~~with~~may ~~changes~~have ina ~~fair~~retroactive ~~value~~effect ~~each~~and ~~period~~their ~~reported~~application inor ~~earnings,~~interpretation ~~which~~by tax authorities or courts may ~~have~~change unexpectedly. Any tax assessments that deviate from our expectations could lead to an increase in our ~~adverse~~tax ~~effect~~obligations and, additionally, could give rise to interest payable on the ~~market~~additional ~~price~~amount of ~~our~~taxes. ~~ordinary~~Furthermore, ~~shares~~future ortax ~~may~~audits and ~~make~~other itinvestigations ~~more~~conducted ~~difficult~~by ~~for~~tax usauthorities tocould ~~consummate~~result anin ~~Initial~~the ~~Business~~assessment ~~Combination~~of additional taxes.

~~We issued 14~~In addition,~~999,900~~ ~~Public~~and ~~Warrants~~outside ~~as part~~ of ~~the~~ ~~Units offered in~~ our Initial ~~Public~~Business ~~Offering and~~Combination, ~~simultaneously~~we ~~with~~do ~~the~~not ~~closing~~believe ofthat our ~~Initial~~proposed ~~Public Offering~~activities, ~~we issued in a private placement, 15,249,920 Private Placement Warrants. We account for both~~ the ~~Public~~basis ~~Warrants~~upon ~~and~~which ~~the~~we ~~Private Placement Warrants as a warrant~~will ~~liability.~~be Atmanaged ~~each~~and ~~reporting~~operated, ~~period (1) the accounting treatment of the Warrants is reevaluated for proper accounting treatment as a liability~~ or ~~equity and (2)~~ the ~~fair~~manner ~~value~~in ofwhich ~~the~~we ~~liability~~intend ofto ~~the~~conduct ~~Public~~our ~~Warrants~~business, ~~and~~should ~~Private~~result ~~Placement Warrants is remeasured and the change~~ in ~~the~~us ~~fair~~becoming ~~value~~subject ofto ~~the~~taxation, or ~~liability~~to isfile ~~recorded~~any ascorporate ~~other~~ income ~~(expense)~~tax inreturn, ~~our income statement. The impact of changes~~ in ~~fair~~any ~~value~~jurisdiction onoutside ~~earnings~~our ~~may~~jurisdiction ~~have an adverse effect on the market price~~ of ~~our ordinary shares~~incorporation. InNotwithstanding ~~addition~~this, ~~potential targets may seek~~there acan ~~SPAC~~be ~~that~~no ~~does~~absolute ~~not~~assurance ~~have warrants~~ that ~~are~~a ~~accounted~~tax ~~for~~authority aswill ~~liability,~~not ~~which~~take ~~may make it more difficult for us to consummate an Initial Business Combination with~~ a ~~target~~contrary ~~business~~view.

WeThe materialization ~~may~~of ~~redeem~~any ~~your~~of ~~unexpired~~these ~~Public~~risks ~~Warrants prior~~discussed toabove ~~their~~could ~~exercise~~have at a ~~time~~material ~~that~~adverse iseffect ~~disadvantageous~~on toour ~~you~~business, ~~thereby~~net ~~making~~assets, ~~your~~financial ~~Public~~condition, cash ~~Warrants~~flows ~~worthless~~or results of operations.

We have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, provided that the closing price of our Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and certain issuances of Class A Ordinary Shares and equity-linked securities) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrants holders and provided certain other conditions are met. We will not redeem the Public Warrants unless an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-day redemption period, except if the Public Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the Public 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 the outstanding Public Warrants could force you to: (i) exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (ii) sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants; or (iii) accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants. In addition, we have the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that the closing price of our Class A Ordinary Shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their Public Warrants prior to redemption for a number of Class A Ordinary Shares determined based on the redemption date and the fair market value of our Class A Ordinary Shares. The value received upon exercise of the Public Warrants: (1) may be less than the value the holders would have received if they had been able to exercise their Public Warrants at a later time at which the underlying share price is higher; and (2) may not compensate the holders for the value of the Public Warrants, including because the number of Class A Ordinary Shares received is capped at 0.361 Class A Ordinary Shares per Public Warrant (subject to adjustment) irrespective of the remaining life of the Public Warrants.41

~~Except~~We may ~~for~~amend ~~redemptions~~the ~~when~~terms of the ~~reference~~Warrants ~~price equals~~in ora ~~exceeds~~manner ~~$10.00~~that ~~per~~may ~~share,~~be ~~but~~adverse isto ~~below~~holders ~~$18.00~~of ~~per~~Public ~~share,~~Warrants ~~none~~with the approval by the holders of at least 50% of the ~~Private~~then ~~Placement~~outstanding Public Warrants. ~~will~~As bea ~~redeemable~~result, bythe usexercise soprice of your Public Warrants could be increased, the ~~long~~exercise asperiod ~~they~~could ~~are~~be ~~held~~shortened byand the ~~Sponsor~~number orof ~~its~~Class ~~respective~~A ~~permitted~~Ordinary ~~transferees~~Shares purchasable upon exercise of a Public Warrant could be decreased, all without your approval.

41Our Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the Warrants may be amended without the consent of any holder for the purpose of: (i) curing any ambiguity or to correct any defective provision or mistake, including to conform the provisions of the warrant agreement to the description of the terms of the Warrants and the warrant agreement set forth in the prospectus for our Initial Public Offering; (ii) adjusting the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement; or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Warrants, provided that the approval by the holders of at least 50% of the then-outstanding Public Warrants is required to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder of Public Warrants if holders of at least 50% of the then-outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the Public Warrants with the consent of at least 50% 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 Public Warrants, convert the Public Warrants into cash or shares, shorten the exercise period or decrease the number of Class A Ordinary Shares purchasable upon exercise of a Public Warrant.

Our warrant ~~Warrants~~agreement ~~may~~designates ~~have~~the ancourts ~~adverse~~of ~~effect on~~the State of New York or the ~~market~~United States ~~price~~District Court for the Southern District of ~~our~~New York ~~Class~~as Athe ~~Ordinary~~sole ~~Shares~~and exclusive forum for certain types of actions and ~~make~~proceedings itthat ~~more~~may ~~difficult~~be toinitiated ~~effectuate~~by holders of our Warrants, ~~Initial~~which ~~Business~~could ~~Combination~~limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company.

~~We issued 14,999,900 Public Warrants to purchase~~Our ~~14,999,900~~warrant ofagreement ~~our~~provides ~~Class A Ordinary Shares as part of the Units offered in our Initial Public Offering~~that, ~~simultaneously~~subject ~~with~~to ~~the~~applicable ~~closing of~~law: ~~our~~(i) any ~~Initial Public Offering~~action, weproceeding ~~issued~~or inclaim aagainst ~~private~~us ~~placement~~arising anout ~~aggregate~~ of ~~15,249,920~~or ~~Private~~relating in ~~Placement~~any ~~Warrants,~~way atto ~~$1.00~~the ~~per~~ warrant~~. In~~ ~~addition~~agreement, ifincluding under the ~~Sponsor~~Securities ~~makes any working capital loans~~Act, itwill ~~may~~be ~~convert~~brought ~~those~~and ~~loans~~enforced ~~into~~in upthe tocourts anof ~~additional $2,000,000 Private Placement Warrants, at~~ the ~~price~~State of ~~$1.00~~New York or ~~per warrant. To~~ the ~~extent~~United States weDistrict ~~issue~~Court ~~ordinary shares to effectuate a business transaction, the potential~~ for the ~~issuance~~Southern ofDistrict ~~a substantial number~~ of ~~additional~~New York; ~~Class~~and A(ii) that ~~Ordinary~~we ~~Shares~~irrevocably ~~upon~~submit ~~exercise of these Warrants could make us a less attractive acquisition vehicle~~ to ~~a target business. Such Warrants~~such jurisdiction, ~~when~~which ~~exercised,~~jurisdiction ~~will~~shall ~~increase~~be the ~~number~~exclusive offorum ~~issued~~for ~~and~~any ~~outstanding~~such ~~Class~~action, Aproceeding ~~Ordinary Shares~~or ~~and~~claim. ~~reduce~~We ~~the~~will ~~value~~waive ofany ~~the~~objection ~~Class A Ordinary Shares issued~~ to ~~complete the business transaction. Therefore, our Warrants may make~~ itsuch ~~more~~exclusive ~~difficult~~jurisdiction toand ~~effectuate~~that asuch ~~business~~courts ~~transaction~~represent oran ~~increase~~inconvenient ~~the cost of acquiring the target business~~forum.

~~Because~~Notwithstanding the ~~each~~foregoing, ~~Unit~~these ~~contains~~provisions ~~one-half~~of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of ~~one~~the United States are the sole and exclusive forum. ~~Public~~Any ~~Warrant~~person or entity purchasing or otherwise acquiring any interest in any of our Warrants shall be deemed to have notice of and ~~only~~to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a ~~whole~~court ~~Public~~other ~~Warrant~~than ~~may~~a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our Warrants, such holder shall be ~~exercised~~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 ~~Units~~foreign action as agent for such warrant holder. This choice-of-forum provision may belimit ~~worth~~a ~~less~~warrant ~~than~~holder’s ability ~~Units~~to bring a claim in a judicial forum that it finds favorable for disputes with our Company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other ~~special~~jurisdictions, which ~~purpose~~could ~~acquisition~~materially and adversely affect our business, financial condition and results of operations and result in a diversion of ~~companies~~the time and resources of our management and board of directors.

~~Each~~A provision ~~Unit contains one-half~~ of ~~one~~our ~~Public Warrant. Pursuant to the~~ warrant agreement, nomay ~~fractional~~make ~~Public~~it ~~Warrants~~more ~~will~~difficult befor issued upon separation of the Units, and only whole Public Warrants will trade. If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A Ordinary Shares to be issued to the warrant holder. This is different from other SPACs similar to us ~~whose Units include one ordinary share and one warrant~~ to ~~purchase~~consummate ~~one whole share. We established the components of the Units in this way in order to reduce the dilutive effect of the Public Warrants upon completion of~~ an Initial Business Combination since the Public Warrants will be exercisable in the aggregate for one-half of the number of shares compared to Units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. ~~Nevertheless, this unit structure may cause our Units to be worth less than if it included a warrant to purchase one whole share.~~

~~You~~If: (i) we ~~will~~issue ~~not~~additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of our Initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be ~~permitted~~determined in good faith by our board of directors and, in the case of any such issuance to ~~exercise~~our ~~your~~Sponsor, other initial shareholders or their affiliates, without taking into account any Founder Shares held by our Sponsor, other initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and the Initial Public ~~Warrants~~Offering), ~~unless~~and weinterest ~~register~~thereon, available for the funding of our Initial Business Combination on the date of the consummation of our Initial Business Combination (net of redemptions) and ~~qualify~~(z) the ~~underlying~~volume ~~Class~~weighted average trading price of our Class A Ordinary Shares orduring ~~certain~~the ~~exemptions~~20 ~~are~~trading ~~available~~day period starting on the trading day prior to the day on which we consummate our Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, 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.

If the issuance of the Class A Ordinary Shares upon exercise of the Public Warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of Public Warrants will not be entitled to exercise such Public Warrants and such Public Warrants may have no value and expire worthless. In such event, holders who acquired their Public Warrants as part of a purchase of Units will have paid the full Unit purchase price solely for the Public Shares included in the Units.42

~~We registered the Class A Ordinary Shares issuable~~Our ~~upon exercise of the Public~~ Warrants inare ~~the~~accounted ~~registration statement~~ for ~~our~~as ~~Initial~~derivative ~~Public~~liabilities ~~Offering~~and ~~because~~are ~~the~~recorded ~~Warrants~~at ~~will~~fair ~~become~~value ~~exercisable 30 days~~upon ~~after~~issuance ~~the~~with ~~completion~~changes ofin ~~our~~fair ~~Initial~~value ~~Business~~each ~~Combination, which may be within one year of our Initial Public Offering. However,~~period ~~because~~reported ~~the Warrants will be exercisable until their expiration date of up to five years after the completion of our Initial Business Combination,~~ in ~~order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our Initial Business Combination~~earnings, ~~under~~which ~~the~~may ~~terms of the warrant agreement, we~~ have ~~agreed~~an ~~that,~~adverse aseffect ~~soon~~on ~~as practicable, but in no event later than 20 business days, after~~ the ~~closing~~market price of our ~~Initial~~ordinary ~~Business~~shares ~~Combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to that registration statement~~ or amay ~~new~~make ~~registration~~it ~~statement~~more ~~covering~~difficult ~~the~~for ~~registration~~us ~~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 ~~cause~~consummate ~~the~~an ~~same to become effective within 60 business days following our~~ Initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the Warrants until the expiration of the Warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

IfWe issued 14,999,900 Public Warrants as part of the ~~Class~~Units Aoffered ~~Ordinary~~in ~~Shares~~our ~~issuable~~Initial ~~upon~~Public ~~exercise of~~Offering and, simultaneously with the closing of our Initial Public ~~Warrants~~Offering, ~~are~~we ~~not~~issued ~~registered~~in ~~under~~a ~~the~~private ~~Securities~~placement, ~~Act~~15,249,920 ~~under~~Private Placement Warrants. We account for both the ~~terms~~Public Warrants ofand the Private Placement Warrants as a warrant ~~agreement,~~liabilities. ~~holders~~At ofeach ~~Public~~reporting ~~Warrants~~period (1) the accounting treatment of the ~~who~~Warrants ~~seek~~is toreevaluated ~~exercise~~for ~~their~~proper accounting treatment as a liability or equity and (2) the fair value of the liability of the Public Warrants ~~will~~and ~~not~~Private bePlacement ~~permitted~~Warrants tois doremeasured soand ~~for~~the ~~cash~~change ~~and,~~in ~~instead,~~the ~~will~~fair bevalue ~~required~~of tothe doliability sois onrecorded aas ~~cashless~~other income ~~basis~~(expense) in ~~accordance~~our ~~with~~income ~~Section 3(a)(9)~~statement. The impact of changes in fair value on earnings may have an adverse effect on the ~~Securities~~market ~~Act~~price orof our ~~another~~ordinary ~~exemption~~shares. In addition, potential targets may seek a SPAC that does not have warrants that are accounted for as liability, which may make it more difficult for us to consummate an Initial Business Combination with a target business.

42We may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.

InWe have nothe ~~event~~ability ~~will~~to redeem outstanding Public Warrants beat any time after they become exercisable and prior to their expiration, at a ~~for~~price ~~cash~~of $0.01 per Public Warrant, provided that the closing price of our Class A Ordinary Shares equals or onexceeds a$18.00 ~~cashless~~per ~~basis~~share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and wethe ~~will~~like ~~not~~and becertain ~~obligated~~issuances toof Class ~~issue~~A Ordinary Shares and equity-linked securities) for any ~~shares~~20 trading days within a 30 trading-day period ending on the third trading day prior to ~~holders~~the ~~seeking~~date on which we give proper notice of such redemption to ~~exercise~~the ~~their~~warrants holders and provided certain other conditions are met. We will not redeem the Public Warrants, unless an effective registration statement under the ~~issuance~~Securities ofAct covering the ~~shares~~Class A Ordinary Shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-day redemption period, except if the Public Warrants may be exercised on a cashless basis and such cashless exercise is ~~registered~~exempt orfrom ~~qualified~~registration under the Securities Act. If and when the Public 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 the ~~state~~outstanding Public Warrants could force you to: (i) exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (ii) sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants; or (iii) accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants. In addition, we have the ~~exercising~~ability to redeem the outstanding Public Warrants at any time after they become ~~holder~~exercisable and prior to their expiration, orat ana ~~exemption~~price ~~from~~of ~~registration~~$0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that the closing price of our Class A Ordinary Shares equals or ~~qualification~~exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their Public Warrants prior to redemption for a number of Class A Ordinary Shares determined based on the redemption date and the fair market value of our Class A Ordinary Shares. The value received upon exercise of the Public Warrants: (1) may be less than the value the holders would have received if they had been able to exercise their Public Warrants at a later time at which the underlying share price is ~~available~~higher; and (2) may not compensate the holders for the value of the Public Warrants, including because the number of Class A Ordinary Shares received is capped at 0.361 Class A Ordinary Shares per Public Warrant (subject to adjustment) irrespective of the remaining life of the Public Warrants.

IfExcept for ~~our~~redemptions ~~Class~~when ~~A Ordinary Shares are at~~ the ~~time of~~reference ~~any~~price ~~exercise~~equals ofor aexceeds ~~Public~~$10.00 ~~Warrant~~per ~~not~~share, ~~listed~~but onis abelow ~~national securities exchange such that they satisfy the definition of “covered securities” under Section~~ $18~~(b)(1)~~.00 ofper ~~the Securities Act~~share, wenone ~~may, at our option, not permit holders~~ of ~~Public~~the ~~Warrants~~Private ~~who~~Placement ~~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~~redeemable toby ~~file~~us orso ~~maintain~~long inas ~~effect~~they aare ~~registration~~held ~~statement~~by ~~or register or qualify~~ the ~~shares~~Sponsor ~~underlying the Public Warrants under applicable state securities laws, and in the event we do not so elect, we will use our best efforts to register~~ or ~~qualify~~its ~~the~~respective ~~shares~~permitted ~~underlying the Public Warrants under applicable state securities laws to the extent an exemption is not available~~transferees.

In no event will we be required to net cash settle any Public Warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the Public Warrants in the event that we are unable to register or qualify the shares underlying the Public Warrants under the Securities Act or applicable state securities laws.43

~~You~~Our Warrants may ~~only~~have bean ~~able~~adverse toeffect ~~exercise your Public Warrants~~ on athe ~~“cashless~~market ~~basis”~~price ~~under~~of ~~certain~~our ~~circumstances, and if you do so, you will receive fewer~~ Class A Ordinary Shares ~~from~~ ~~such~~and ~~exercise~~make ~~than~~it ifmore ~~you~~difficult ~~were~~ to ~~exercise~~effectuate ~~such~~our ~~Public~~Initial Business ~~Warrants for cash~~Combination.

~~The~~We issued ~~warrant~~14,999,900 ~~agreement~~Public ~~provides~~Warrants ~~that~~to inpurchase ~~the~~14,999,900 ~~following circumstances~~of ~~holders~~our Class A Ordinary Shares as part of the Units offered in our Initial Public Offering, ~~Warrants~~simultaneously ~~who~~with ~~seek~~the toclosing ~~exercise~~of ~~their~~our Initial Public ~~Warrants~~Offering, ~~will~~we ~~not~~issued bein ~~permitted~~a toprivate doplacement ~~for~~an ~~cash~~aggregate ~~and~~of ~~will~~15, ~~instead~~249,920 bePrivate ~~required~~Placement toWarrants, doat so$1.00 onper awarrant. ~~cashless~~In ~~basis~~addition, inif ~~accordance~~the ~~with~~Sponsor ~~Section 3(a)(9)~~makes ofany ~~the~~working ~~Securities~~capital ~~Act:~~loans, ~~(i) if~~it ~~the~~may ~~Class~~convert Athose ~~Ordinary~~loans ~~Shares~~into ~~issuable~~up ~~upon~~to ~~exercise~~an ofadditional ~~the~~$2,000,000 ~~Public~~Private Placement Warrants, ~~are~~at ~~not~~the ~~registered~~price ~~under~~of $1.00 per warrant. To the ~~Securities~~extent ~~Act~~we inissue ~~accordance~~ordinary ~~with~~shares to ~~the~~effectuate ~~terms~~a ofbusiness transaction, the ~~warrant agreement;~~potential ~~(ii) if~~for wethe ~~have~~issuance soof ~~elected~~a ~~and~~substantial ~~the~~number of additional Class A Ordinary Shares ~~are~~upon exercise atof ~~the~~these ~~time~~Warrants ofcould ~~any~~make ~~exercise~~us of a ~~Public~~less ~~Warrant~~attractive ~~not~~acquisition ~~listed on~~vehicle to a ~~national~~target ~~securities~~business. ~~exchange~~Such ~~such~~Warrants, ~~that~~when ~~they~~exercised, ~~satisfy~~will increase the ~~definition~~number of ~~“covered~~issued ~~securities”~~and ~~under~~outstanding ~~Section 18(b)(1) of~~Class ~~the~~A ~~Securities~~Ordinary ~~Act;~~Shares and ~~(iii) if~~reduce wethe ~~have~~value soof ~~elected~~the ~~and~~Class weA ~~call~~Ordinary Shares issued to complete the ~~Public~~business transaction. Therefore, our Warrants ~~for~~may ~~redemption~~make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

~~If you exercise your Public Warrants on a cashless~~Because ~~basis,~~each ~~you~~Unit ~~would~~contains ~~pay~~one-half ~~the warrant exercise price by surrendering the Public Warrants for that number~~ of ~~Class~~one ~~A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the~~ Public ~~Warrants,~~Warrant ~~multiplied by~~and ~~the~~only ~~excess~~a ofwhole ~~the “fair market value” of our Class A Ordinary Shares (as defined in the next sentence) over the exercise price of the~~ Public ~~Warrants~~Warrant bymay ~~(y) the~~be ~~fair~~exercised, ~~market value. The “fair market value” is~~ the ~~average~~Units ~~reported~~may ~~closing~~be ~~price of~~worth ~~the~~less ~~Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise~~than isUnits ~~received by the warrant agent or on which the notice~~ of ~~redemption~~other isspecial ~~sent~~purpose toacquisition ~~the holders of Public Warrants, as applicable~~companies. ~~As a result, you would receive fewer Class A Ordinary Shares from such exercise than if you were to exercise such Public Warrants for cash.~~

~~The~~Each Unit ~~grant~~contains one-half of ~~registration~~one ~~rights~~Public Warrant. Pursuant to ~~our Sponsor~~the warrant agreement, ~~other~~no ~~initial~~fractional ~~shareholders~~Public ~~and~~Warrants ~~holders~~will be issued upon separation of ~~our~~the ~~Private~~Units, ~~Placement~~and only whole Public Warrants ~~may~~will ~~make~~trade. itIf, ~~more~~upon ~~difficult~~exercise toof ~~complete~~the ~~our~~Public ~~Initial~~Warrants, ~~Business~~a holder would be entitled ~~Combination~~to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A Ordinary Shares to be issued to the warrant holder. This is different from other SPACs similar to us whose Units include one ordinary share and one warrant to purchase one whole share. We established the ~~future~~components ~~exercise~~of the Units in this way in order to reduce the dilutive effect of ~~such~~the ~~rights~~Public ~~may~~Warrants ~~adversely~~upon ~~affect~~completion of an Initial Business Combination since the ~~market~~Public ~~price~~Warrants will be exercisable in the aggregate for one-half of the number of shares compared to Units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our ~~Class~~Units Ato ~~Ordinary~~be ~~Shares~~worth less than if it included a warrant to purchase one whole share.

~~Pursuant to an agreement entered into concurrently~~You ~~with~~will ~~the~~not ~~issuance~~be ~~and sale of the securities in the Initial Public Offering, our Sponsor, other initial shareholders and their~~ permitted ~~transferees~~ ~~can~~to 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 ofyour ~~the~~Public ~~Private Placement~~ Warrants ~~and~~unless ~~holders of securities that may be issued upon conversion of Working Capital Loans and their permitted transferees may demand that~~ we register ~~such Class A Ordinary Shares, Private Placement Warrants~~ and~~/or the~~ ~~Class~~qualify ~~A Ordinary Shares issuable upon exercise of such Private Placement Warrants and any other securities of~~ the ~~Company~~underlying acquired by them prior to the consummation of our Initial Business Combination. 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~~certain inexemptions 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 Sponsor, other initial shareholders, holders of our Private Placement Warrants and holders of our Working Capital Loans or their respective permitted transferees are ~~registered~~available.

43If the issuance of the Class A Ordinary Shares upon exercise of the Public Warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of Public Warrants will not be entitled to exercise such Public Warrants and such Public Warrants may have no value and expire worthless. In such event, holders who acquired their Public Warrants as part of a purchase of Units will have paid the full Unit purchase price solely for the Public Shares included in the Units.

~~There~~We registered isthe ~~currently~~Class aA ~~limited~~Ordinary ~~market~~Shares issuable upon exercise of the Public Warrants in the registration statement for our Initial Public Offering because the Warrants will become exercisable 30 days after the completion of our ~~securities~~Initial Business Combination, ~~and~~which ~~subsequent~~may be within one year of our Initial Public Offering. However, because the Warrants will be exercisable until their expiration date of up to five years after the completion of our Initial Business Combination, in order to comply with the ~~market~~requirements ~~for~~of Section 10(a)(3) of the Securities Act following the consummation of our ~~securities~~Initial Business Combination, ~~and~~under the ~~public~~terms ~~float~~of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of ~~those~~our ~~securities~~Initial Business Combination, we ~~may~~will ~~continue~~use our commercially reasonable efforts to file with the SEC a post-effective amendment to that registration statement or a new 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 cause the same to become effective within 60 business days following our Initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the Warrants until the expiration of the Warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be ~~limited~~able to do so if, for example, any facts or events arise which ~~would~~represent ~~adversely~~a ~~affect~~fundamental change in the ~~liquidity~~information set ~~and~~forth ~~price~~in ofthe ~~our~~registration ~~securities~~statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

~~There~~If the isClass ~~currently~~A aOrdinary ~~limited~~Shares ~~market~~issuable ~~for~~upon ~~our~~exercise ~~market for~~of ~~our~~the ~~securities.~~Public ~~The~~Warrants ~~price~~are not registered under the Securities Act, under the terms of ~~our~~the ~~securities~~warrant ~~may~~agreement, ~~vary~~holders ~~significantly~~of ~~due~~Public Warrants who seek to ~~one~~exercise ortheir ~~more~~Public ~~potential~~Warrants ~~Initial~~will ~~Business~~not ~~Combinations~~be ~~and general~~permitted ~~market~~to ordo ~~economic~~so ~~conditions.~~for ~~Furthermore~~cash and, aninstead, ~~active~~will ~~trading~~be ~~market~~required ~~for~~to ~~our~~do ~~securities~~so ~~may~~on ~~never~~a ~~develop~~cashless ~~or,~~basis ifin ~~developed,~~accordance ~~it may~~with ~~not~~Section 3(a)(9) beof ~~sustained~~the Securities Act or another exemption.

If, in connection with our Initial Business Combination, a large number of our public stockholders redeem their Public Shares for cash, the public float of our securities may be reduced, which could cause significant material adverse consequences including reduced liquidity for our securities, limited news and analyst coverage, decreased ability to issue additional securities or obtain additional financing in the future and increased difficulty in obtaining or maintaining the quotation, listing or trading of our securities on a national securities exchange.44

~~General~~In no ~~Risk~~event ~~Factors~~will Public Warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available.

WeIf our Class A Ordinary Shares are at the time of any exercise of a ~~blank~~Public ~~check~~Warrant ~~company~~not ~~with~~listed noon ~~operating~~a national securities exchange such that ~~history~~they ~~and~~satisfy nothe ~~revenues~~definition of “covered securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of Public Warrants who seek to exercise their Warrants to do so for cash and, ~~you~~instead, ~~have~~require nothem ~~basis~~to do so on ~~which~~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 ~~evaluate~~file or maintain in effect a registration statement or register or qualify the shares underlying the Public Warrants under applicable state securities laws, and in the event we do not so elect, we will use our ~~ability~~best efforts to ~~achieve~~register ~~our~~or ~~business~~qualify ~~objective~~the shares underlying the Public Warrants under applicable state securities laws to the extent an exemption is not available.

~~We are a blank check company incorporated under~~In ~~the laws of the Cayman Islands with~~ no ~~operating~~event ~~results,~~will ~~and~~ we ~~have~~be norequired ~~operations~~to ~~and~~net ~~nominal assets consisting almost entirely of~~ cash~~. Because~~ wesettle ~~lack~~any anPublic ~~operating history~~Warrant, ~~you~~or ~~have~~issue nosecurities ~~basis~~(other than upon ~~which~~a tocashless ~~evaluate~~exercise ~~our~~as ~~ability to achieve our business objective of completing~~described ~~our~~above) ~~Initial Business Combination. We have no plans, arrangements~~ or ~~understandings~~other ~~with~~compensation ~~any~~in ~~prospective~~exchange ~~target~~for ~~business~~the ~~concerning~~Public ~~an Initial~~Warrants ~~Business~~in ~~Combination~~the ~~and~~event ~~may~~that bewe are unable to ~~complete~~register ~~our~~or ~~Initial~~qualify ~~Business~~the ~~Combination.~~shares Ifunderlying the wePublic ~~fail~~Warrants tounder ~~complete~~the ~~our~~Securities ~~Initial~~Act ~~Business Combination,~~or weapplicable ~~will~~state ~~never~~securities ~~generate any operating revenues~~laws.

~~Past~~You may ~~performance~~only bybe ~~our~~able ~~management~~to ~~team, Ahren’s~~exercise ~~Science~~your ~~Partners~~Public ~~and~~Warrants ~~their~~on ~~respective~~a ~~affiliates,~~“cashless ~~including~~basis” ~~investments~~under ~~and~~certain ~~transactions~~circumstances, inand ~~which~~if ~~they~~you ~~have~~do ~~participated~~so, you ~~and~~will ~~businesses~~receive ~~with~~fewer ~~which~~Class ~~they~~A ~~have~~Ordinary ~~been~~Shares ~~associated,~~from ~~may~~such ~~not~~exercise bethan ~~indicative~~if ofyou ~~future~~were ~~performance~~to ofexercise ansuch ~~investment~~Public inWarrants ~~the~~for ~~Company~~cash.

~~Information regarding our management team, Ahren’s~~The ~~Science~~warrant ~~Partners~~agreement ~~and~~provides ~~their~~that ~~respective affiliates, including investments and transactions~~ in ~~which~~the ~~they~~following ~~have~~circumstances ~~participated~~holders ~~and~~of ~~businesses with~~Public ~~which~~Warrants ~~they~~who ~~have~~seek ~~been~~to ~~associated,~~exercise ~~is presented for informational purposes only. Any past experience and performance by our management team, Ahren’s Science Partners and~~ their ~~respective~~Public ~~affiliates and the businesses with which they have been associated, is not a~~Warrants ~~guarantee that we~~ will not be ~~able~~permitted to ~~successfully~~do ~~identify a suitable candidate~~ for ~~our~~cash ~~Initial~~and ~~Business~~will, ~~Combination~~instead, ~~that we will~~ be ~~able~~ required to ~~provide~~do ~~positive~~so ~~returns~~on toa ~~our~~cashless ~~shareholders,~~basis orin ofaccordance ~~any results~~ with ~~respect~~Section 3(a)(9) of tothe ~~any~~Securities ~~Initial~~Act: ~~Business~~(i) if ~~Combination~~the weClass ~~may~~A ~~consummate. You~~Ordinary ~~should~~Shares ~~not~~issuable ~~rely~~upon onexercise ~~the historical experiences~~ of ~~our~~the ~~management~~Public ~~team,~~Warrants ~~Ahren’s~~are ~~Science~~not ~~Partners~~registered ~~and their respective affiliates,~~under ~~including~~the ~~investments~~Securities ~~and~~Act ~~transactions~~ in ~~which~~accordance ~~they~~with ~~have~~the ~~participated~~terms ~~and~~of ~~businesses~~the ~~with~~warrant ~~which~~agreement; ~~they~~(ii) if we have ~~been~~so ~~associated,~~elected asand ~~indicative of~~ the ~~future~~Class ~~performance~~A ofOrdinary anShares are ~~investment~~at inthe ustime ~~or as indicative~~ of ~~every~~any ~~prior~~exercise ~~investment by each~~ of ~~the~~a ~~members~~Public ofWarrant ~~our~~not ~~management~~listed ~~team, Ahren’s~~on ~~Science~~a ~~Partners~~national orsecurities ~~their~~exchange ~~respective~~such ~~affiliates.~~that ~~The~~they ~~market~~satisfy ~~price~~the definition of ~~our~~“covered securities” ~~may~~under beSection 18(b)(1) ~~influenced by numerous factors, many~~ of ~~which~~the ~~are~~Securities ~~beyond~~Act; ~~our control,~~ and ~~our~~(iii) if ~~shareholders~~we ~~may~~have ~~experience~~so ~~losses~~elected onand ~~their~~we ~~investment~~call the inPublic ~~our~~Warrants ~~securities~~for redemption.

~~Cyber~~If you ~~incidents~~exercise oryour ~~attacks~~Public ~~directed~~Warrants aton usa cashless basis, you would pay the warrant exercise price by surrendering the Public Warrants for ~~could~~that ~~result~~number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Public Warrants, multiplied by the excess of the “fair market value” of our Class A Ordinary Shares (as defined in ~~information~~the ~~theft~~next sentence) over the exercise price of the Public Warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of Public Warrants, ~~data~~as ~~corruption~~applicable. As a result, ~~operational~~you ~~disruption~~would ~~and/or~~receive ~~financial~~fewer ~~loss~~Class A Ordinary Shares from such exercise than if you were to exercise such Public Warrants for cash.

WeThe grant ~~depend~~of onregistration ~~digital~~rights ~~technologies,~~to ~~including~~our ~~information systems~~Sponsor, ~~infrastructure~~other ~~and~~initial ~~cloud~~shareholders ~~applications~~ and ~~services,~~holders ~~including those~~ of ~~third~~our ~~parties~~Private ~~with~~Placement ~~which~~Warrants we may ~~deal.~~make ~~Sophisticated~~it ~~and~~more ~~deliberate~~difficult ~~attacks~~to ~~on,~~complete ~~or security breaches in,~~ our ~~systems~~Initial orBusiness ~~infrastructure~~Combination, orand the ~~systems~~future orexercise ~~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~~rights may ~~not~~adversely ~~have~~affect ~~sufficient~~the ~~resources~~market ~~to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.~~price ~~It is possible that any~~ of ~~these occurrences, or a combination of them, could have adverse consequences on~~ our ~~business~~Class ~~and~~A ~~lead~~Ordinary ~~to financial loss~~Shares.

44Pursuant to an agreement entered into concurrently with the issuance and sale of the securities in the Initial Public Offering, our Sponsor, other 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 and their permitted transferees may demand that we register such Class A Ordinary Shares, Private Placement Warrants and/or the Class A Ordinary Shares issuable upon exercise of such Private Placement Warrants and any other securities of the Company acquired by them prior to the consummation of our Initial Business Combination. 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 Sponsor, other initial shareholders, holders of our Private Placement Warrants and holders of our Working Capital Loans or their respective permitted transferees are registered.

~~We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.~~45

~~If we are a PFIC for any taxable year (or portion~~There ~~thereof) that~~ is ~~included~~currently ~~in the holding period of~~ a ~~U.S.~~limited ~~holder~~market offor our ~~Class A Ordinary Shares or Public Warrants~~securities, ~~the U.S. Holder may be subject to adverse U.S. federal income tax consequences~~ and ~~may~~subsequent ~~be subject~~ to ~~additional~~the ~~reporting~~completion ~~requirements. Our PFIC status for~~ our ~~current~~Initial ~~and~~Business ~~subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances~~Combination, the ~~application~~market ~~of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify~~ for ~~the start-up exception. Accordingly, there can be no assurances with respect to~~ our ~~status as a PFIC for our current~~ ~~taxable~~securities, ~~year or any subsequent taxable year (~~and, in the ~~case~~public offloat the startup exception, potentially not until after the two taxable years following our current taxable year). Our actual PFIC status for any taxable year, however, will not be determinable until after the end of ~~such~~those ~~taxable year. If we determine we are a PFIC for any taxable year~~securities, ~~upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”)~~ may ~~require,~~continue ~~including a PFIC annual information statement, in order~~ to ~~enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can~~ be ~~no assurance that we will timely provide such required information~~limited, ~~and~~which ~~such election~~ would beadversely ~~unavailable~~affect ~~with respect to our Warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding~~ the ~~possible~~liquidity ~~application~~and price of ~~the~~our ~~PFIC rules~~securities.

WeThere is ~~are~~currently ana ~~emerging~~limited ~~growth~~market ~~company~~for ~~and~~our ~~a smaller~~market ~~reporting~~for ~~company~~our ~~within~~securities. ~~the~~The ~~meaning~~price of ~~the~~our ~~Securities~~securities ~~Act,~~may ~~and~~vary wesignificantly ~~take~~due ~~advantage~~to ofone ~~certain~~or ~~exemptions~~more potential ~~from~~Initial ~~disclosure~~Business ~~requirements available~~Combinations toand ~~emerging~~general ~~growth~~market ~~companies~~ or ~~smaller~~economic ~~reporting~~conditions. ~~companies~~Furthermore, ~~which~~an ~~could~~active ~~make~~trading ~~our~~market ~~securities~~for ~~less~~our ~~attractive to investors and~~securities may ~~make~~never itdevelop ~~more~~or, ~~difficult~~if todeveloped, ~~compare~~it ~~our~~may ~~performance~~not ~~with~~be ~~other public companies~~sustained.

~~We are an “emerging growth company”~~If, ~~within~~in ~~the~~connection ~~meaning~~with ofour ~~the~~Initial ~~Securities~~Business ~~Act~~Combination, asa ~~modified~~large bynumber ~~the JOBS Act, and we take advantage~~ of ~~certain~~our ~~exemptions from various reporting requirements that are applicable to other~~ public ~~companies~~stockholders ~~that~~redeem ~~are~~their ~~not~~Public ~~emerging~~Shares ~~growth~~for ~~companies~~cash, ~~including, but not limited to, not being required to comply with~~ the ~~auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act,~~ ~~reduced~~public ~~disclosure~~float ~~obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements~~ of ~~holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result,~~ our ~~shareholders~~securities may ~~not have access to certain information they may deem important. We could~~ be an ~~emerging growth company for up to five years~~reduced, ~~although~~which ~~circumstances~~ could cause ussignificant tomaterial ~~lose~~adverse ~~that~~consequences ~~status earlier,~~ including ifreduced ~~the market~~liquidity ~~value~~for of our ~~Class~~securities, Alimited ~~Ordinary~~news ~~Shares~~and ~~held~~analyst bycoverage, ~~non-affiliates equaled~~decreased orability ~~exceeded~~to ~~$700 million~~issue asadditional ofsecurities ~~any~~or ~~June~~obtain 30additional ~~before that time,~~financing in ~~which~~the ~~case~~future weand ~~would~~increased nodifficulty ~~longer~~in beobtaining anor ~~emerging~~maintaining ~~growth company as of~~ the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptionsquotation, ~~the~~listing or trading ~~prices~~ of our securities ~~may~~on ~~be lower than they otherwise would be, there may be~~ a ~~less active trading market for our~~ national securities ~~and the trading prices of our securities may be more volatile~~exchange.

~~Further, Section 102(b)(1) of the JOBS Act~~General ~~exempts~~Risk 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.Factors

~~Additionally, we~~ We are a ~~“smaller~~blank ~~reporting~~ check company” aswith ~~defined~~no inoperating ~~Item 10(f)(1)~~history ofand ~~Regulation~~no ~~S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations~~revenues, ~~including,~~and ~~among~~you ~~other~~have ~~things,~~no ~~providing~~basis ~~only~~on ~~two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in~~ which: ~~(1) the~~to ~~market~~evaluate ~~value of~~ our ~~ordinary~~ability ~~shares~~to ~~held by non-affiliates equaled~~achieve ~~or exceeded $250 million as of the prior June 30; or (2)~~ our ~~annual~~business revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equaled or exceeded $700 million as of the prior June 30objective. ~~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.~~

45We are a blank check company incorporated under the laws of the Cayman Islands with no operating results, and we have no operations and nominal assets consisting almost entirely of cash. 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 an Initial 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.

~~Item~~Past performance ~~1B.~~by ~~Unresolved~~our ~~Staff~~management ~~Comments~~team, Ahren’s Science Partners and their respective 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.

~~None~~Information regarding our management team, Ahren’s Science Partners and their respective affiliates, including investments 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, Ahren’s Science Partners and their respective affiliates and the businesses with which they have been associated, is not 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, Ahren’s Science Partners and their respective 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 as indicative of every prior investment by each of the members of our management team, Ahren’s Science Partners or their respective 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.

~~Item~~Cyber incidents 2.or ~~Properties~~attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend ~~are~~on adigital ~~tech-first company~~technologies, including information systems, infrastructure and ~~accordingly~~cloud applications and services, including those of third parties with which we domay 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 ~~maintain~~be asufficiently ~~headquarters~~protected against such occurrences. ~~Our~~We ~~telephone~~may ~~number~~not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is ~~(646)~~possible ~~480-0033~~that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

~~Item 3. Legal Proceedings.~~46

We may ~~are~~be ~~not~~a ~~currently~~passive ~~subject~~foreign toinvestment ~~any material legal proceedings~~company, ~~nor,~~or ~~to our knowledge~~“PFIC,” iswhich ~~any~~could ~~material~~result ~~legal~~in ~~proceeding~~adverse ~~threatened~~United States ~~against~~federal usincome ortax consequences ~~any~~to ofU.S. ~~our officers or directors in their corporate capacity~~investors.

~~Item~~If we 4are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. ~~Mine~~holder ~~Safety~~of ~~Disclosures~~our Class A Ordinary Shares or Public Warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year (and, in the case of the startup exception, potentially not until after the two taxable years following our current taxable year). Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our Warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules.

~~Not~~We are ~~applicable~~an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, which could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

46We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we 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 internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A Ordinary Shares held by non-affiliates equaled or exceeded $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

~~PART~~Further, Section 102(b)(1) IIof 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.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) 5of Regulation S-K. ~~Market~~Smaller ~~for~~reporting ~~Registrant’s~~companies ~~Shareholders’~~may take ~~equity~~advantage of certain reduced disclosure obligations, ~~Related~~including, ~~Shareholder~~among ~~Matters~~other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which: (1) the market value of our ordinary shares held by non-affiliates equaled or exceeded $250 million as of the prior June 30; or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and ~~Issuer~~the ~~Purchases~~market value of ~~Equity~~our ~~Securities~~ordinary shares held by non-affiliates equaled or exceeded $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.

~~Market Information~~47

~~Our Units, Class A Ordinary Shares and Public~~Item ~~Warrants~~1B. ~~are~~Unresolved ~~traded~~Staff ~~on Nasdaq under the symbols “AHRNU,” “AHRN” and “AHRNW,” respectively~~Comments.

~~Holders~~None.

~~As of March 22, 2022, there was one holder of~~Item ~~record~~2. of our Units, one holder of record of our Class A Ordinary Shares, five holders of record of our Class B ordinary shares, one holder of record of our Public Warrants and one holder of our Private Placement WarrantsProperties.

~~Dividends~~We are a tech-first company and accordingly we do not maintain a headquarters. Our telephone number is (646) 480-0033.

~~We have not paid any cash dividends on our ordinary~~Item ~~shares to date and do not intend to pay cash dividends prior to the completion of an Initial Business Combination~~3. ~~The~~Legal payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions subsequent to completion of an Initial Business CombinationProceedings. The payment of any cash dividends subsequent to an Initial Business Combination will be within the discretion of our board of directors at such time. If we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

~~Securities~~We are ~~Authorized~~not ~~for~~currently ~~Issuance~~subject ~~Under~~to ~~Equity~~any ~~Compensation~~material ~~Plans~~legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

~~None~~Item 4. Mine Safety Disclosures.

~~Recent Sales of Unregistered Securities; Use of Proceeds from Registered~~Not ~~Offerings~~applicable.

On April 12, 2021, AACS LP, our Sponsor, paid $25,000, or approximately $0.003 per share, to cover certain of the Company’s offering costs in exchange for 7,187,500 Founder Shares, with up to 937,500 Founder Shares subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option was exercised. On July 31, 2021, the Sponsor transferred 50,000 Founder Shares to each of Jeremy Darroch, Kathleen Hughes, Uwe Krüger and BDTCP Investments 2018 (an affiliate of Donald McLellan), resulting in the Sponsor holding 6,987,500 Founder Shares. On December 14, 2021, the Company effected a 1.1 to 1 share recapitalization with respect to the Founder Shares, as a result of which, each of Jeremy Darroch, Kathleen Hughes, Uwe Krüger and BDTCP Investments 2018 hold 55,000 Founder Shares and the Sponsor held 7,686,250 Founder Shares, up to 1,031,250 of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised. On December 17, 2021 following the underwriter’s partial exercise of the over-allotment option, 406,300 Founder Shares were surrendered by the Sponsor such that it now holds 7,279,950 Founder Shares.48

~~The Founder Shares will automatically convert~~PART into Class A Ordinary Shares concurrently with or immediately following the consummation of the Company’s Initial Business Combination on a one-for-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 the Company’s 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 the Sponsor, or the Company’s 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.II

~~The~~Item 5. ~~foregoing~~Market ~~issuance~~for ~~was~~Registrant’s ~~made~~Shareholders’ ~~pursuant~~equity, toRelated ~~the exemption~~Shareholder ~~from~~Matters ~~registration~~and ~~contained~~Issuer inPurchases ~~Section 4(a)(2)~~ of ~~the~~Equity Securities ~~Act~~.

~~On December 17, 2021, we consummated our~~Market Initial Public Offering of 29,999,800 Units, including the issuance of 2,499,800 Units as a result of the underwriters’ exercise of their over-allotment option in part. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $299,998,000. Citigroup Global Markets Inc. acted as sole book-running manager. The securities sold in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-261334). The SEC declared the registration statement effective on December 14, 2021. Transaction costs amounted to $17,614,593, including $10,499,930 in deferred underwriting fees, $5,999,960 in upfront underwriting fees and $1,114,703 in offering costs, of which $482,930 was allocated to fair value instruments and $17,131,663 charged to additional paid-in capital in connection with the Initial Public Offering. In addition, the underwriter agreed to defer $10,499,930 in underwriting fees.Information

47Our Units, Class A Ordinary Shares and Public Warrants are traded on Nasdaq under the symbols “AHRNU,” “AHRN” and “AHRNW,” respectively.

Simultaneously with the consummation of the Initial Public Offering, we consummated the private placement of 15,249,920 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $15,249,920 in the aggregate. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.Holders

~~The~~As ~~Private~~of ~~Placement~~March ~~Warrants~~31, ~~are~~2023, ~~the~~there ~~same~~were ~~as the~~1 ~~Public~~holder ~~Warrants~~of ~~sold~~record ~~as part~~ of ~~the~~our Units ~~sold in the Initial Public Offering~~, ~~except that the Private Placement Warrants are not~~1 ~~transferable,~~holder ~~assignable~~of orrecord ~~salable until 30 days after the completion~~ of anour ~~Initial~~Class ~~Business~~A ~~Combination,~~Ordinary ~~subject to certain limited exceptions. Additionally~~Shares, ~~the~~5 ~~Private~~holders ~~Placement~~of ~~Warrants~~record ~~are~~of ~~exercisable~~our onClass aB ~~cashless~~ordinary ~~basis~~shares, ~~and~~1 ~~are~~holder ~~non-redeemable~~of ~~(except~~record ~~when~~of ~~the~~our ~~reference~~Public ~~price~~Warrants ~~is between $10.00~~ and ~~$18.00~~1 ~~per~~holder ~~share)~~of soour ~~long~~Private asPlacement ~~they are held by the Sponsor or its permitted transferees~~Warrants.

~~Of the gross proceeds received from the Initial Public Offering and Private Placement of Private Placement Warrants, $305,997,960 was placed in the Trust Account.~~Dividends

~~Item~~We have 6not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of an Initial Business Combination. ~~[Reserved]~~The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions subsequent to completion of an Initial Business Combination. The payment of any cash dividends subsequent to an Initial Business Combination will be within the discretion of our board of directors at such time. If we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

~~Item~~Securities Authorized 7.for ~~Management’s~~Issuance ~~Discussion~~Under ~~and~~Equity ~~Analysis~~Compensation ~~of Financial Condition and Results of Operations~~Plans

~~References to the “Company,” “Ahren Acquisition Corp~~None.,” “our,” “us” or “we” refer to Ahren Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Forward~~Recent Sales ~~Looking~~of ~~Statements~~Unregistered Securities; Use of Proceeds from Registered Offerings

~~All~~On April 12, ~~statements~~2021, ~~other~~AACS ~~than~~LP, ~~statements~~our ofSponsor, ~~historical fact~~paid ~~included~~$25,000, inor ~~this~~approximately ~~Annual~~$0.003 ~~Report~~per ~~including~~share, ~~without~~to ~~limitation,~~cover ~~statements~~certain ~~under~~of ~~“Management~~the Company’s ~~Discussion~~offering costs ~~and~~in ~~Analysis of~~exchange ~~Financial~~for ~~Condition~~7,187,500 ~~and~~Founder ~~Results~~Shares, ofwith ~~Operations”~~up ~~regarding~~to ~~the~~937,500 ~~Company’s~~Founder ~~financial~~Shares ~~position,~~subject ~~business~~to ~~strategy~~forfeiture ~~and~~by the ~~plans~~ ~~and~~Sponsor ~~objectives~~depending ofon ~~management~~the extent ~~for~~to ~~future~~which ~~operations,~~the ~~are~~underwriter’s ~~forward~~over-~~looking~~allotment ~~statements.~~option ~~When~~was ~~used~~exercised. inOn ~~this~~July ~~Annual~~31, ~~Report~~2021, ~~words~~the ~~such as~~Sponsor ~~“anticipate,”~~transferred ~~“believe~~50,”000 ~~“estimate~~Founder Shares to each of Jeremy Darroch,” ~~“expect~~Kathleen Hughes,” ~~“intend”~~Uwe Krüger and ~~similar~~BDTCP ~~expressions~~Investments 2018 (an affiliate of Donald McLellan), resulting asin ~~they~~the ~~relate~~Sponsor toholding us6,987,500 orFounder ~~the~~Shares. ~~Company’s~~On ~~management~~December 14, ~~identify~~2021, ~~forward-looking~~the ~~statements~~Company effected a 1.1 ~~Such~~to

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