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AEIB AEI CapForce II Investment

Filed: 7 Sep 21, 3:34pm

 

As filed with the Securities and Exchange Commission on September 7, 2021

 

Registration No. 333-______

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

AEI CAPFORCE II INVESTMENT CORP

(Exact name of registrant as specified in its charter)

 

Cayman Islands 6770 N/A

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

AEI CAPFORCE II INVESTMENT CORP

Duplex Penthouse, Unit A-33A-6, Level 33A, Tower A, UOA Bangsar Tower, No. 5, Bangsar Utama 1 Road,

59000 Kuala Lumpur, Malaysia

+603 2770 2752

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Attention: Chairman (SPAC)

AEI CAPFORCE II INVESTMENT CORP

Duplex Penthouse, Unit A-33A-6, Level 33A, Tower A, UOA Bangsar Tower, No. 5, Bangsar Utama 1 Road,

59000 Kuala Lumpur, Malaysia

+603 2770 2752

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Debbie A. Klis

David T. Mittelman

Rimon, P.C.

1717 K. Street, NW Suite 900

Washington DC 20006

Telephone: (202) 935-3390

 

Mitchell S. Nussbaum

David J. Levine

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Telephone: (212) 407-4923

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

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

 

Large accelerated filerAccelerated filer
    
Non-accelerated filerSmaller 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 7(a)(2)(B) of the Securities Act. ☐

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of
Security Being Registered
 Amount Being Registered Proposed Maximum Offering Price per Security(1)  Proposed Maximum Aggregate Offering Price(1)  Amount of Registration Fee 
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant (2) 11,500,000 Units $10.00  $115,000,000  $12,546.50 
Class A ordinary shares included as part of the units(3) 11,500,000 Shares  -   -   -(4)
Redeemable warrants included as part of the units(3) 5,750,000 Warrants  -   -   -(4)
Total 11,500,000 Units     $115,000,000  $12,546.50 

 

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act.

(2)Includes 1,500,000 units, consisting of 1,500,000 Class A ordinary shares and 750,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3)Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share subdivisions, share dividends or similar transactions.
(4)No fee pursuant to Rule 457(g).

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 
 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION DATED SEPTEMBER 7, 2021

PRELIMINARY PROSPECTUS

 

 

$100,000,000

 

AEI CAPFORCE II INVESTMENT CORP

 

10,000,000 Units

 

AEI CapForce II Investment Corp is a newly incorporated 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 or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target with respect to an initial business combination with us.

 

While we may pursue a target in any industry, section or geography, we intend to seek a target in the Greater China Region or Southeast Asia in the “new economy” that is composed of a trilogy of interactive features that include globalization, information technology and the communication revolution, or high growth industries, such as internet, financial technology such as e-commerce, O2O Retail (i.e., online-to-offline commerce is a business model that draws potential customers from online channels to make purchases in physical stores), renewable energy, AI, cloud-based technology, healthcare, education, and other consumer-driven and big data or digitally-enabled characteristics that should enable us to capitalize on a number of major global trends, including the globally optimized value chain — a familiar feature of the current phase of globalization that is expected to give way to value chains that blend digital technology with older lower-cost technologies, allow greater integration across products and services, and leverage the growth of independent global platforms for the exchange of goods and services.

 

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable commencing on the later of 12 months from the closing of this offering or 30 days after the consummation by the Company of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described in this prospectus. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 1,500,000 units to cover over-allotments, if any.

 

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares, or 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 described below as of two business days prior to the consummation of our initial business combination, including interest (net of taxes payable) 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. If we are unable to complete our initial business combination within 12 months (subject to a six-month extension of time), we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $101,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Public shareholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension.

 

Our sponsor, AEI Capital SPAC Venture II LLC, has agreed to purchase an aggregate of 360,530 placement units (or up to 398,030 placement units if the over-allotment option is exercised in full) at a price of $10.00 per unit, for an aggregate purchase price of $3,605,300 (up to $3,980,300 if the over-allotment option is exercised in full). Each placement unit will be identical to the units sold in this offering, except as described in this prospectus. The placement units will be sold in a private placement that will close simultaneously with the closing of this offering.

 

Our sponsor and certain of our directors own an aggregate of 2,875,000 Class B ordinary shares (the founder shares), up to 375,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, which will automatically convert into Class A ordinary shares at the time of our initial business combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein.

 

 
 

 

Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units approved for listing on NASDAQ Capital Market, or Nasdaq, under the symbol “AEIBU” on or promptly after the date of this prospectus. We expect the Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or if such date is not a business day, the following business day) unless EF Hutton, informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “AEIB” and “AEIBWS,” respectively.

 

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 50 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

 

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation to subscribe for securities is being made to the public in the Cayman Islands.

 

  Per Unit  Total 
Public offering price $10.00  $100,000,000 
Underwriting discounts and commissions(1) $0.50  $5,000,000 
Proceeds, before expenses, to AEI CapForce II Investment Corp $9.50  $95,000,000 

 

(1)Includes $0.35 per unit, or $3,500,000 (or $4,025,000 if the over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the representative of the underwriters only on completion of an initial business combination, as described in this prospectus, which does not include certain fees and expenses payable to the underwriters in connection with this offering. See the section of this prospectus entitled “Underwriting” beginning on page 193 for a description of compensation and other items of value payable to the underwriters.

 

Of the proceeds we receive from this offering and the sale of the placement units described in this prospectus, $101,000,000 or $116,500,000 if the underwriters’ over-allotment option is exercised in full ($10.10 per unit in either case), will be deposited into a segregated trust account located in the United States with J.P. Morgan Securities LLC and with Continental Stock Transfer & Trust Company acting as trustee.

 

Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, our amended and restated memorandum and articles of association will provide that the proceeds from this offering and the sale of the placement units, will not be released from the trust account until the earliest of (a) the completion of our initial business combination; and (b) the redemption of all of our public shares if we have not completed our initial business combination within 12 months (subject to a six month extension of time). The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

 

The underwriters expect to deliver the units to the purchasers on or about ________, 2021.

 

EF Hutton

division of Benchmark Investments, LLC

 

The date of this prospectus is ________, 2021

 

 
 

 

TABLE OF CONTENTS

 

SUMMARY1
RISK FACTORS50
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS90
USE OF PROCEEDS91
DIVIDEND POLICY94
DILUTION94
CAPITALIZATION96
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS97
PROPOSED BUSINESS103
MANAGEMENT147
PRINCIPAL SHAREHOLDERS160
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS162
DESCRIPTION OF SECURITIES164
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS182
UNDERWRITING193
LEGAL MATTERS201
EXPERTS201
WHERE YOU CAN FIND ADDITIONAL INFORMATION201
INDEX TO FINANCIAL STATEMENTSF-1

 

We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

 

Trademarks

 

This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

 
 

 

SUMMARY

 

This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.

 

Unless otherwise stated in this prospectus, or the context otherwise requires, references to:

 

 “Companies Act” are to the Companies Act (2021 Revision) of the Cayman Islands, as the same may be amended from to time;
   
 “directors” are to our current directors and our director nominees named in this prospectus;
   
 “equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in connection with our initial business combination including but not limited to a private placement of equity or debt;

 

 “founder” are to AEI CapForce Venture II (Labuan) LLP and AEI CapForce Venture IV (Labuan) LLP, each private fund vehicles advised by European Credit Investment Bank Ltd. and managed by AEI Fund Management Co. Ltd., a fund management company owned by AEI Capital Ltd. based in Hong Kong, Kuala Lumpur and Shenzhen that focuses on technology enabled products and solutions to identify, harness and develop key trends relevant to their customers and markets.
   
 

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

 

1
 

 

 “ initial shareholders” are to our sponsor and any other holders of our founder shares prior to this offering including our officers, directors, and director nominees among others (or their permitted transferees);
   
 “management” or “management team” are to our executive officers, directors, director nominees, and to our advisors unless otherwise specified;
   
 “memorandum and articles of association” are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering;
   
 “ordinary shares” refers to our Class A ordinary shares and Class B ordinary shares, collectively;
   
 “placement shares” are to our ordinary shares included within the placement units being purchased by our sponsor in the private placement;
   
 “placement units” are to the units being purchased by our sponsor, with each placement unit consisting of one placement share and one-half of one placement warrant;
   
 “private placement” are to the private placement of 360,530 placement units at a purchase price of $10.00 per unit, for an aggregate purchase price of $3,605,300 (or up to 398,030 units for an aggregate purchase price of up to $3,980,300 if the over-allotment option is exercised in full), which will occur simultaneously with the completion of this offering;
   
 “placement warrants” are to the warrants included within the placement units being purchased by our sponsor in the private placement and to the warrants included within the units issued upon conversion of working capital loans, if any;
   
 “public shares” are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);

 

 “public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;
   
 “public warrants” are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);
   
 “sponsor” are to AEI Capital SPAC Venture II LLC, a Cayman Islands limited liability company, of which certain of our officers and directors are beneficial owners;
   
 

 

 “representative” are to EF Hutton, division of Benchmark Investments, LLC, who is the representative of the underwriters in this offering;
   
 “trust account” are to the segregated trust account located in the United States with J.P. Morgan Securities LLC and with Continental Stock Transfer & Trust Company acting as trustee, into which we will deposit certain proceeds from this offering and the sale of the placement units;
   
 “underwriter” are to EF Hutton, division of Benchmark Investments, LLC, the underwriter of this offering;
   
 “warrants” are to our public warrants; and
   
 “we,” “us,” “Company” or “our company” are to AEI CapForce II Investment Corp, a Cayman Islands exempted company incorporated with limited liability.

 

Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the founder shares described in this prospectus will take effect as a compulsory redemption of founder shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture by our sponsor of 375,000 founder shares following the closing of this offering.

 

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General

 

Overview and Objective

 

We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company with limited liability on July 8, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target with respect to an initial business combination with us. While we may pursue a target in any industry, section or geography, we intend to seek a target in the Greater China Region or Southeast Asia in the “new economy” that is composed of a trilogy of interactive features that include globalization, information technology and the communication revolution, or high growth industries.

 

We intend to use resources across our international management team to source and evaluate attractive, high growth private companies in the financial technology and the financial services and technology industries that offer a differentiated technology platform or product for interfacing with the financial services sector. We believe the growth-oriented subsectors of the financial technology industry present particularly attractive investment opportunities, as does e-commerce, online-to-offline commerce (O2O), plus healthcare, education, renewable energy and big data, AI, cloud-based technology, with digitally-empowering and/or digitally-enabled characteristics that will enable us to capitalize on a number of major global trends, including the globally optimized value chain — a familiar feature of the current phase of globalization that is expected to give way to value chains that blend digital technology with older lower-cost technologies, allow greater integration across products and services, and leverage the growth of independent global platforms for the exchange of goods and services.

 

We intend to capitalize on our management team’s significant expertise that has been cultivated over the past four decades. Our diverse, complementary management team has a proven track record of sourcing and executing deals, as well as direct experience in operating and managing companies, especially in the Asia Pacific region. Our management team also has a strong network in the industry and a deep understanding of the most pressing trends in the space. We believe that these factors will benefit our ability to search for, and conduct rigorous due diligence on, a high-quality target company.

 

Our Management Team

 

Our management team is led by John Tan, our Chief Executive Officer and Chairman of the Board, who has been leading the Asia-Pacific (APAC)-focused private equity investment group headquartered in Kuala Lumpur and Hong Kong with AUM exceeding $500 million, and Gilbert Loke, our Chief Financial Officer, who brings extensive accounting and financial experience including several dozens of IPOs; their summary biographies and those of our independent director nominees and advisors appear in the following narrative.

 

John Tan Honjian, Chief Executive Officer and Chairman of the Board

 

Mr. Tan brings extensive experience as a corporate strategist and private equity investor who brings significant legal experience with local and cross-border corporate mergers and acquisitions, corporate joint ventures and strategic alliances, foreign investment, private equity and venture capital deals, private fund establishment and structuring for private equity fund and venture capital funds, project financing, structuring of investment deals for high net-worth family offices, strategic structuring of business deals, and property transactions for both corporate and individual clients.

 

Since January 2015, Mr. Tan has served as Chairman and CEO of AEI Capital Group located in Hong Kong, Kuala Lumpur and Shenzhen, where he lead the Asia-Pacific-focused private equity investment group with AUM exceeding USD $500 million with the support of a seasoned team backed by diverse experience in more than 100 M&A transactions, exceeding 50 private equity deals and above 20 IPO exercises in major financial centers such as New York, Hong Kong, Singapore, Sydney and Kuala Lumpur. AEI Capital Group specializes in late-stage, pre-IPO investments, merger and acquisition/joint venture transactions, private equity/venture capital deals, private investment in public equity (PIPE), hedge fund portfolio, private fund structuring, and buy-out of high growth small and medium-sized enterprises and tech ventures, with preferred exit via IPO on global stock exchanges such as HKEX, ASX and NASDAQ. AEI Capital Group received the award of Best Private Equity Firm (East Asia) in Fund Awards 2021 granted by Wealth & Finance International (WFI).

 

3
 

 

Since January 2016, Mr. Tan has served as a Partner with Ng, Gan and Partners in Kuala Lumpur, Malaysia and has served as President of AEI Tech Venture Group where he provides board-level guidance to this tech venture builder with an in-house early-stage investment arm that co-builds digital business units of established mid-sized pre-IPO companies under AEI Capital’s investment portfolio.

 

Since January 2017, Mr. Tan has served as President for Ashita Group in Malaysia where he chairs the Strategic Planning Committee on the Board of this corporate group exceeding billion-dollar annual turnover and provides board-level guidance and leadership for the capitalization, strategization and digitization while catalyzing the Ashita Group’s tremendous topline growth by 400% within 5 years to get very close to the milestone of second billion-turnover soon, steering valuation of the Group to jump by 1600% within 5 years in private markets. Mr. Tan joined the Board after AEI Capital became the largest institutional investor in Ashita Group.

 

Since January 2020, Mr. Tan has served as co-President, Investment Banking Services Group at European Credit Investment Bank Ltd. where he leads its offshore investment banking services group to serve small-mid cap listed companies across Asia Pacific whose capital market needs are still mostly underserved by onshore investment banks and global institutional investors. Mr. Tan has served on the board of directors of various high growth companies across Asia Pacific and acted as the Board advisor to various public listed companies across Asia Pacific.

 

Earlier in his career, Mr. Tan specialized in mergers and acquisitions, capital markets and private equity as a common law-qualified cross-border corporate lawyer at Rajah and Tann Singapore LLP, the largest law firm in ASEAN, headquartered in Singapore, with affiliate offices in Cambodia, China, Indonesia, Laos, Malaysia, Myanmar, Philippines, Thailand and Vietnam, and founded in 1976. Mr. Tan also served as the regional counsel for a Fortune 100 Company in charge of the ASEAN and South Asia regions. Mr. Tan has received the honor of Global Innovator Award 2018 in Finance and Investment Category by Global SME Alliance, United Nations due to his significant contribution on ASEAN-plus-China One-Belt-One-Road private equity investment thesis. Mr. Tan spoke as a Panel Speaker in Global SME Summit alongside with global leaders such as France ex-Prime Minister Mr. Jean-Pierre Raffarin and China ex-Vice Premier Mdm. Wu Gui Xian. Mr. Tan completed his Master of Business Administration (MBA) Essentials Programme at the London School of Economics and Political Science (LSE), with Executive Program completed at University of Oxford on Blockchain Strategy.

 

Gilbert Loke (Che Chan), Chief Financial Officer and Director

 

Mr. Loke brings extensive experience in the financial industry, with an emphasis on corporate and private banking. Mr. Loke has served as the Chairman and Chief Financial Officer of Greenpro Capital Corp (NASDAQ:GRNQ) since July 2019 and as Chief Financial Officer and Executive Director of Greenpro Venture Capital Ltd. since its inception on July 19, 2013. Mr. Loke has extensive knowledge in accounting and has been an accountant for more than 30 years. He was trained and qualified with UHY (formerly known as Hacker Young), Chartered Accountants, one of the large accounting firms based in London, England between 1980 and 1988. His extensive experience in auditing, accounting, taxation, SOX compliance and corporate listing has prompted him to specialize in corporate advisory, risk management and internal controls serving those small medium-sized enterprises.

 

From September 1999 until June 2013, Mr. Loke served as an adjunct lecturer in ACCA P3 Business Analysis at HKU SPACE (HKU School of Professional and Continuing Education), which is an extension of the University of Hong Kong and provides professional and continuing education. Mr. Loke worked as an independent, non-executive director of ZMay Holdings Limited, a public company listed on the Hong Kong Stock Exchange from January 2008 to July 2008, as Chief Financial Officer for Asia Properties Inc. from May 31, 2011 to March 28, 2012, and Sino Bioenergy Inc., with both companies listed on the OTC Markets in the United States from 2011 to 2012. Mr. Loke has served as the Chief Executive Officer and a director of Greenpro Resources Corporation since October 16, 2012. He has also served the Chief Executive Officer and a director of Moxian Corporation from October 2012 until December 2014. Mr. Loke served as an independent director of Odenza Corp. from February 2013 to May 2015. He has also served as the Chief Financial Officer, Secretary, Treasurer, and a director of CGN Nanotech, Inc. from September 4, 2014 to September 28, 2016.

 

4
 

 

Mr. Loke served as director of Greenpro Talents Ltd. from November 16, 2015 to June 6, 2017, and as director of GC Investment Management Limited, which is the investment manager of Greenpro Asia Strategic SPC, since April 6, 2016. Mr. Loke earned his Masters of Business Administration degree (MBA) from Bulacan State University, Philippines, and earned his professional accountancy qualifications from the ACCA, AIA and HKICPA. He also earned other professional qualifications from the HKICS, ICSA as Chartered Secretary, FPAM - Malaysia as a Certified Financial Planner, ATIHK as tax adviser in Hong Kong and CWM Institute as Chartered Wealth Manager in Hong Kong. Mr. Loke brings to the board of directors accounting and financial expertise and business leadership.

 

Our Independent Director Nominees

 

Andy Chow (Siu Hang), Independent Director Nominee, Chair of the Audit Committee, Member of the Compensation Committee and Member of the Corporate Governance and Nominating Committee

 

Mr. Chow brings more than 20 years of investment banking and financial experience and is currently Chief Executive Officer and in charge of investment banking of Eddid Capital Ltd. (Hong Kong SFC-licensed investment bank) since May 2020, where he has led and actively participated in various large-scale Hong Kong listings, financial advisory, equity and bond placements and underwritings, domestic and overseas mergers and acquisitions, corporate restructurings, pre-IPO investments and other projects, raising more than $50 billion in the aggregate. He also currently sits on the board of directors of Eddid Special Portfolio Investment Fund SPC since October 2020, Hong Kong-listed Yincheng Life Service Co. Ltd. (1922:HK) since October 2019, is a member of the audit committee of the board of Yincheng International Holding Co. Ltd. (1902:HK) and Ziyuanyuan Holdings Group Ltd. (8223:HK) since June 2018, in the capacity of independent director on each board.

 

Mr. Chow served in management positions in many large-scale Chinese and Hong Kong listed investment banks, including the managing director of Investment Banking Department of Essence International, the managing director and head of Investment Banking Department of CASH Financial Services Group, the managing director and head of Corporate Finance Department of CEB International, the executive director of Corporate Finance Department of Bank of Communications International, the associate director of Corporate Finance Department of Bank of China International and the manager of Corporate Finance Department of Haitong International. Mr. Chow has completed multiple IPOs on the Hong Kong Main Board involving numerous asset classes, including financial technology, financial services, healthcare and pharma, industrial and engineering, environmental, food and beverage, REITs, real estate and construction, and coal.

 

Mr. Chow graduated from City University of Hong Kong with a Bachelor’s Degree in Accounting. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants.

 

Dr. Li Zhong Yuan, Independent Director Nominee, Chair of the Compensation Committee, Member of the Audit Committee and Member of the Corporate Governance and Nominating Committee

 

Dr. Li brings nearly 30 years of financial services experience, including bringing mathematics to the process of investment successfully. From June 2016 to July 2021, Dr. Li has served as the Executive Chairman of Pan Asia Data Holdings Inc. (1561:HK), listed on Hong Kong Main Board. He is currently the Chairman of the Board of Beijing Universal Medical Assistance Co. Ltd. and sits on the board of directors of Essenlix Corporation. Previously, Dr. Li occupied the position of Executive Director at China Health Group Limited (673:HK) from 2001 until June 2016. Dr Li is also a member of the International Advisory Board of the University of California at San Diego’s School of Global Policy and Strategy and its 21st Century China Center’s China Leadership Board member. Prior to that, Dr. Li held senior positions with a number of major international investment banks on Wall Street, including Bankers Trust Company, Salomon Brothers and IBJ Asia Limited. Dr. Li has extensive experience in capital raising and risk management and innovatively structured financial products until starting his own independent businesses in 2000, including incubating and driving up innovative service ventures from scratch to successful exit as anchor principal. In late 1996, Dr. Li was in charge of building up capital markets and derivative businesses in multi-asset classes in Northern Asia and was a director of Rabobank International before setting up a financial and technology investment firm.

 

Dr. Li is experienced in financial services and algorithmic technology and economy. Dr. Li has held roles as member of boards of directors and advisory boards of several innovative enterprises globally. Dr. Li received a doctorate (Ph.D.) from the University of Michigan in mathematics in 1990 and subsequently worked as an Assistant Professor of Mathematics at the Massachusetts Institute of Technology, the USA (“MIT”), where he was consecutively awarded research grants from the National Science Foundation.

 

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Christopher Clower, Independent Director Nominee, Chair of the Corporate Governance and Nominating Committee, Member of the Audit Committee and Member of the Compensation Committee

 

Mr. Clower has been in the financial industry for approximately 27 years, and has raised more than $4 billion in capital for his clients. Mr. Clower co-founded, and built PT Manoor Bulatn Lestari, an Indonesian resource company, and sold it for more than $120 million and achieved 30x return on investment in two years for himself and his investors. Mr. Clover serves as the Chief Operating Officer of Welbsach Holdings Pte Ltd. of Singapore since April 2021, as Director of N51 Capital Management Pte Ltd. since February 2021, as Director of BetShop Pte Ltd. since February 2021, as a Director of Argo Lake Management LLC and Argo Lake Management Pte Ltd. each since November 2020, Chief Executive Officer, Director of Tiger Tech Acquisition Corp, a special purpose acquisition company, and Tiger Tech Acquisition Corp Pte Ltd. each since October 2020. He also serves as Director of Batavia Prosperindo Premium Pte Ltd. since February 2017 and non-executive director for Malacca Trust Pte Ltd. since February 2015 and Director of Batavia Prosperindo Premium Pte Ltd. since February 2017 and Commissioner of PT Batavia Prosperindo Asset Management since January 2014.

 

Previously, Mr. Clower was Managing Director and Head of Corporate Finance for Southeast Asia at Merrill Lynch for 11 years when he left the firm in 2009. Mr. Clower sits on a number of boards of financial services and financial technology companies in Southeast Asia, including PT Batavia Prosperindo Finance Tbk, an Indonesian consumer finance company, listed on the Indonesia Stock Exchange and regulated by OJK, the Indonesia Government financial regulatory authority. Mr. Clower also continues to advise on and invest in deals with a network of private investors, and helps build companies, primarily in Southeast Asia.

 

Prior to Merrill Lynch, Mr. Clower was with Deutsche Bank investment banking in Singapore and Bankers Trust investment banking in New York and Chicago. Mr. Clower has a bachelor of science degree in Nuclear Engineering from Northwestern University through a US military scholarship, and an MBA with Honors from University of Chicago.

 

Our independent director nominees have experience in public company governance, executive leadership, operational oversight and capital markets experience. Our directors also have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates as well as following the completion of our initial business combination.

 

Our Strategic Advisory Board

 

In addition to our management team described above, we have assembled a highly differentiated strategic advisory board. Members of our strategic advisory board have a wide range of experience in the e-commerce, manufacturing, online retail, marketing technology, etc., and experience in the greater China and Asia Pacific region and will advise our sponsor in connection with the identification, evaluation, negotiation and consummation with respect to potential business combination targets.

 

Juan Fernandez, Chief Executive Officer of Genesis Unicorn Acquisition Corp and is an advisor to another SPAC, Benessere Capital Acquisition Corp, which completed its IPO in January 2021. Benessere Capital Acquisition Corp has focused its search on technology-focused middle market and emerging growth companies in North, Central and South America. Previously, Mr. Fernandez served as President of Gira Cluster of Automotive Industries of Cantabria from May 2019 to March 2021 based in Spain. He has also served as the General Manager of Chassis Brakes International Spain, part of Hitachi Automotive Systems from April 2019 to February 2021 based in San Felices de Buelna, Autonomía de Cantabria, Spain. From September 2018 to April 2019, Mr. Fernandez served as the Smart Factory Platform Leader of Linxens based in Levallois, Île-de-France, France.

 

From January 2017 to April 2019, Mr. Fernandez served as the Site Director of Linxens. From September 2015 to December 2016, Mr. Fernandez served as the Senior Area Sales Manager Southern Europe for Quintus Technologies, based in Västerås, Sweden. From September 2014 to September 2015, Mr. Fernandez served as the Site Director of Hutchinson based in Châteaudun, France. From April 2013 to August 2014, Mr. Fernandez served as the Production Area Manager of Gestamp based in Le Theil, Basse-Normandie, France. From November 2005 to March 2013, Mr. Fernandez served as Process Engineer Manager at ArcelorMittal Aviles, Spain. From September 2003 to October 2005, Mr. Fernandez served as Resident Engineer of ArcelorMittal based Electrolux premises in Conegliano, Veneto, Italy. In 2018, Mr. Fernandez received his Executive MBA degree at ESCP Europe. In 1999, Mr. Fernandez received his DEA (Master in Sciences) at Ecole Polytechnique.

 

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Victor Chua, Managing Partner and Founder of Vynn Capital, a venture capital firm investing in early-stage technology companies in the Asia Pacific that works alongside family offices and large institutions and companies in technology adoption and innovation. Vynn Capital is a partner of the United Nations World Tourism Organization that works with companies in the industries of travel mobility, property, food and fast-moving consumer goods or packaged goods. Prior to that, he was the Vice President of Investments for Gobi Partners, an early to late stage venture capital firm where he managed two Southeast Asia-focused early stage funds and a growth stage fund. Prior to that, he served with the venture capital arm of Malaysia’s Ministry of Finance where he managed direct and indirect investments. Some of the notable investments he supervised include Carsome (Malaysia), Travelio (Indonesia), Dropee, Triip.me (Vietnam), Hermo and Jirnexu.

 

Earlier in his career, he was with Willis Towers Watson, where he advised corporate, pension and sovereign wealth funds on investment strategies. He was an honoree of the Forbes Asia 30 under 30 in 2017. He is the Immediate Past Chairman of the Malaysia Venture Capital and Private Equity Association and a mentor with the Founder Institute and other grass-root entrepreneurial initiatives. Mr. Chua is also a Council Member of the Malaysian Venture Capital and Private Equity Development Council appointed by the Securities Commission of Malaysia. Mr. Chua was also a startup founder of an online education platform as well as two other businesses. He is a member of Mensa and a CFA charter holder.

 

Dr. Eva Law, Chairperson of the Association of Family Offices in Asia and the Association of Private Bankers in Greater China Region and the Women in Leadership Association. Dr. Law is a seasoned professional in asset management, private equity and wealth management, having diversified knowledge and experience in running multi-lines of business. She specialized in serving ultra-affluence and entrepreneurs, carried proven track records in creating new business and generating profits. Dr. Law is the Chief Executive Officer of Flex Group, a single family office in North America and has its Asia operation in Singapore and Hong Kong. She is also the chairperson of the investment management company that serves the family office.

 

Dr. Law is the owner of CAG International Group and Consortium of Family Offices and Investors Limited running various lines of business. CAG International received the Best Investment Manager Serving Family Offices and the Best Advisor to Family Offices Awards in 2019 while the consortium offers platform solutions. She manages her group for venturing direct investment and family office solutions business. The investment focus of her group is ESG and impact investment and disruptive technology contributing to a better future. She owns a superb business relationship with family principals and extensive industry stakeholders globally. Dr. Law established the Association of Private Bankers in Greater China Region (APB) in 2010 aiming to promote industry development, offer professional training to practitioners, foster knowledge exchange and collaboration and launch service portals designated for market participants. While in 2013, Dr. Law also set up the Association of Family Offices in Asia (AFO) specialized to support ultra-affluence and industry practitioners who own intimate and deep relationship with mega wealth holders to establish and manage their family councils, single or independent family offices and to administer the family’s wealth succession, strategic philanthropy, direct investment and corporate development of their family business.

 

Dr. Law has served the industry for more 20 years. Before setting up the Associations, she worked in the head office of a top-rated Chinese bank, responsible for the strategic development and the PandL performance of private banking and cross-border financial services. She has been with a Chinese boutique investment banking firm, through leveraging Swiss EAM private banking platform (UBS and Credit Suisse) and arranging direct investment to serve the Ultra HNW clients in great China region. Dr. Law also served Fortune 500 companies, including global bank, pension fund, asset manager, insurer, China stated-owned enterprises and listed family business enterprises, taking leadership positions and sitting on board of directors, investment management, risk management, asset and liability management, product development and audit committees.

 

Dr. Law possesses extensive management experience, she has been the registered responsible officer and chief executive licensed with regulators under SFC, Insurance, Retirement and Money Lending regimes. She also won the Best Master Trust Award, Wealth Management High Flyer Award and various Fund Performer Awards from Lipper, Morning-Star for her served companies. Dr. Law serves the HK government in the Financial Service Development Council being the Family Offices Work Group member. She is the Chairman of APB, AFO, Asia Co-Investors Club and Chartered Institute of Asia Family Firms and Offices, she is also the founding member of Women in Leadership Association, the Women Leaders in PE VC Industry – Hong Kong and Pearl River Delta Chapter, the Honorary Chairman of Hong Kong Family Offices Association and the Executive Chairman of Association of China Independent Wealth Advisory Institutions - Family Office Council, the researcher of Xi’an Jiaotong University, the Honorary Research Fellow of Legacy Academy, the Special Advisor to Singapore Private Wealth Association, US Family Offices Institute, Global Visions Community in Switzerland, Venture Avenue – The Tsing Hua University Social Innovation Platform, the ESG and Responsible Business Committee Chair of the Institute of Compliance Officers, the Advisory Board Member of Belt and Road Multinational Enterprises Union, Asia Startups Festival, World Business Angels Council - Ethical Governance, Quality Leaders and Standards of Excellence Committee and the Benevolence Foundation, the voluntary coach of Shanghai Financial Education Development Fund and the appointed writer for Family Office Elite Magazine, Capital, CEO and Entrepreneur Magazine and frequent speaker in international conferences. Dr. Law is advancing her studies at Wharton Business School - University of Pennsylvania and has been awarded the Honorary Doctor by Horizon University in France. She earned a Master of Science with Edinburgh Napier University and is a Chartered Family Office Specialist, an FLMI certificate in insurance, a Bachelor’s of Arts degree with honors and several professional diplomas in mergers and acquisition as well as investment banking with University of Hong Kong, she also held security and asset management certification with Hong Kong Securities Institute.

 

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Puan Chan Cheong (“CC Puan”), Group Managing Director and Chief Executive Officer of Kuala Lumpur-listed Green Packet Berhad (KLSE: GPACKET 0082), a recognized telecommunications, media and technology company drives the strategic planning and spearheads the business development while putting his focus on building a deliberately growth culture company. Mr. Puan led the company to become an international player in the provision of connectivity devices and solutions to telecommunications companies globally. He subsequently led the company to its Main Market listing in 2005. The Group’s biggest endeavor was to raise substantial capital to launch and operate Malaysia’s challenger telecommunications company before it was acquired by TM Berhad. Thereafter, Mr. Puan relinquished his role as Group CEO in 2014 when he became Packet One’s CEO after the TM acquisition for two years.

 

Led by his passion in driving life improving digital innovations, Mr. Puan aims to propel Green Packet and its group of companies further by expanding the Group’s digital agenda to global exposure and presence in the area of solutions (devices), communications (voice minutes and data) and digital services (comprising Internet-of-Things, Financial Technology, Property Technology and Artificial Intelligence). Mr. Puan is an astute entrepreneur and a visionary man with a strong success track record in advanced technology, consulting, developing and managing large-scale telecommunications, infrastructure and property projects internationally. His personal accolades include Malaysia’s coveted PIKOM Technopreneur of the Year award. Mr. Puan holds a Bachelor of Science in Business Administration with a double major in Management Information Systems and Finance from University of Nebraska-Lincoln, USA.

 

Ye Xiang, Founder and Managing Director of VisionGain Capital Limited, an asset management company licensed by the Securities and Futures Commission of Hong Kong. From 2001-2007, he was the senior advisor to the Chairman and Chief Executive Officer of the Securities and Futures Commission (“SFC”) in Hong Kong. Prior to joining the SFC, Mr. Ye was the Executive Director and the Head of Financial Institutions Group at the BOC International (Asia) from 2000 – 2001. Mr. Ye was a Senior Analyst of the Market Development Division and Bank Supervision Department of the Hong Kong Monetary Authority (“HKMA”) from 1998 -2000 and Senior Economist and Section Chief of the Foreign Financial Institutions Department of the Peoples’ Bank of China (“PBOC”) from 1994- 1998. Mr. Ye has a Doctorate Degree in International Finance at the Graduate School of the Peoples’ Bank of China.

 

Hans-Peter Ressel, Chief Executive Officer of Momentum Commerce, a global e-Commerce solution provider for brands & SME’s, offering end-to-end services that create a bridge between brands and consumers across the entire e-Commerce value chain. Mr. Ressel was the Co-Founder, Chief Executive Officer and Group Chief International Officer of Lazada Group which is the largest e-Commerce platform in Southeast Asia. In 2016, Alibaba Group Holding Ltd. (BABA:NYSE), one of the largest e-Commerce and technology companies in the world acquired a majority stake in Lazada and further increased its stake in 2017 at a valuation of US $3 billion, one of the top three tech exits in Southeast Asia at that time. Before embarking on his career in Lazada, Hans-Peter was a Global Venture Development Manager at Berlin-based Rocket Internet. He successfully rolled out Home24, an online home furnishing store with a focus on early stage support and retail operations. Mr. Ressel began his career in Asia as a Co-Founder and Managing Director of Home24 in Malaysia and Singapore. He has also had several years of mergers and acquisition consulting experience advising companies from various industries such as media, retail and telecommunications at Goetz Partners in Germany. Hans-Peter is a graduate of Corporate Finance and European Business Law from Vienna University. He has been awarded the JADE Excellence Award for the “Most Innovative Project” category and the “Business Master” title by Booz Allen Hamilton.

 

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In addition, we have engaged the services of ARC Group Ltd. to provide financial advisory services in connection with this offering, and our sponsor has also engaged the services of its investment banking partner, European Credit Investment Bank Ltd. to provide strategic advisory services.

 

We believe that our management team’s extensive experience and deep expertise in our target industries position us well to take advantage of the growing set of acquisition opportunities and that our vast network, ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction for our shareholders.

 

The past performance of the members of our management team or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance of our management team or any of its affiliates’ performance as indicative of our future performance.

 

Market and Industry Opportunity

 

While we may acquire a business in any industry, we intend to focus on mid-market companies considered disruptors and innovators within the greater technology and consumer sectors in Southeast Asia and China. Southeast Asia consists of 11 countries, with six of those leading the region economically, Indonesia, Thailand, Malaysia, Singapore, the Philippines and Vietnam, which are termed “the ASEAN-6.” Economic growth in Southeast Asia and the ASEAN-6 in particular have a GDP of close to $3 trillion and growing, driven in no small part by them being some of the world’s fastest-growing consumer markets.1

 

More specifically, within Southeast Asia and China, we believe that the financial technology, e-commerce, O2O, green energy, healthcare, education, and related consumer sectors represent attractive target markets given their size and growth profile. The products and services related to these industries are positioned to benefit from shifting consumer demand megatrends coupled with the demographics of the region. We believe that technological innovation involving banking, insurance, automation, robotics, artificial intelligence (AI), data analysis and digitized networks is poised to have a profound impact on traditional methods of consumption, production, delivery and fulfillment of consumer needs by increasing access and reducing cost, while improving consumer experience, as reviewed in the following discussion.

 

There is little doubt that growth in financial technology will continue to disrupt the economy in the years ahead, from retail and banking to all aspects of financial services. We intend to focus our search, in part, for a business combination on companies that offer a differentiated technology platform or product for interfacing with the financial services sector in China or Southeast Asia, which are leading countries among adult consumers of financial technology services regularly according to a June 2021 Finovate study. We believe that demand for financial technology solutions is stronger than ever, so 2021 and 2022 are key years for retaining relevance and for new innovation.

 

Consumers’ adoption of financial technology services has been rising at a significant rate in recent years. Fintech assists small- and medium-sized enterprises (SMEs) with financial requirements such as banking and transfers, financial reporting, investing, and insurance. SMEs are critical in Asia, accounting for 42 percent of GDP and half of all employment and, despite this, SMEs received just 18.7% of overall bank credit in 2017 according to a World Bank report. Moreover, over the last decade, financial technology has steadily increased its share of the global economy, and the financial services industry has become one of the largest consumers of technology worldwide, spending more than $347 billion on technology annually according to the 2020 McKinsey Global Payments Report. We believe these adoption levels continue to benefit from robust secular tailwinds including the growth in digital commerce, the proliferation of mobile technology, the ubiquitous acceptance of digital payments and continuous technological advancement, positioning the sector for long-term growth.

 

Riding this wave of financial technology growth, are the trending “Buy Now, Pay Later” (“BNPL”) platforms that have taken Southeast Asia by storm recently; BNPL platforms allow consumers to buy products and pay them off over time. The repayment period could be weekly, bi-weekly, or monthly. Some platforms provide attractive offers like zero-interest and the flexibility to pay-in-installments. The global BNPL market is expected to grow at 21.1% CAGR to exceed $33.6 billion by 2027, according to Coherent Market Insights.

 

 

1 https://www.macquarie.com/au/en/perspectives/delivering-digital-financial-inclusion-in-southeast-asia.html

 

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Indeed, Worldpay from FIS’ 2021 Global Payments Report found that BNPL is the fastest growing online payment method in many countries including Singapore and Malaysia. It predicts that the BNPL e-commerce market share will more than double in the region from 0.6% to 1.3% over the next four years and, further, that cash will be the least used traditional payment method in four years.

 

In 2019, digital financial services earned $11 billion in Southeast Asia, which grew to an estimated $100 billion in 2020 according to the World Bank. One of the contributing factors to this growth in this region is its insufficient financial inclusion. It was estimated that almost three fourths of adults in Southeast Asia were not adequately banked with 50% adults being unbanked and 25% adults being underbanked, presenting a significant opportunity for digital financial services, according to an October 2019 report, “Google, Temasek and Bain, e-Conomy SEA 2019.” Additionally, World Bank data points to a lack of access to financial tools in Southeast Asia. For example, in Indonesia, only 49% of adults have formal bank accounts; in Cambodia, the number is 22%, and in the Philippines and Vietnam, it is 34% and 31%, respectively.

 

The number of mobile wallets within Southeast Asia in use is projected to grow 311% from 2020 to almost 440 million by 2025 across Indonesia, Malaysia, the Philippines, Singapore, Thailand and Vietnam, reflecting an e-commerce boom, according to The 2021 Mobile Wallets Report from Boku, a global study published July 8, 2021, with Juniper Research Ltd. Within Southeast Asia, Singapore is at the forefront of the financial technology boom, dominating the region’s financial technology market for several years according to a December 25, 2020, Finovate article.2 In 2017, 400 local financial technology companies in Singapore raised approximately $229 million across a diversified market including fund transfers, peer-to-peer payments, cryptocurrency trading, investment apps, insurance services, money lending services, and crowdfunding platforms. Indonesia ranks second with its large population but only 50% of its population being active internet users leaving 150 million people relying on financial technology.

 

The Philippines ranks third with its central banks’ plans to make at least a fifth of its transactions digital within two years; already the country has 71% active internet users and 65.5% unbanked while financial technology companies have emerged to bridge the gap according to The 2021 Mobile Wallets Report. Ranked fourth is Vietnam where the total transaction value in the personal finance sector has crossed the $1 billion mark with payment apps leading the sector in Vietnam and peer-to-peer lending growing rapidly, which is projected to show an annual growth by 38.4% resulting in a projected total amount of $4.5 billion by 2024 according to the December 25, 2020, Finovate article. Vietnam’s unbanked population turns to financial technology for its ease of financial transactions. Fifth on the top five in Southeast Asia is Thailand where 74% of the population banks online and still 47% of all internet users make mobile payments, and 71% of them use their phones to purchase goods online each month according to The 2021 Mobile Wallets Report.

 

China has one of the most dynamic financial technology markets in the world. In 2018, its financial technology investments reached $25.5 billion, ranking first in the world and amounting to about half of the global total of financial technology investments that year.3 It is clear that Chinese firms have begun to dominate the financial technology sector globally.

 

China’s dominance in the financial technology space is also evident in terms of intellectual property filings. China’s leading insurer, Ping An, took the top spot in the world in financial technology patents by filling 1,604 patents last year, according to a report by World Intellectual Property Organization. Moreover, 3,909 enterprises from 33 countries filed 14,706 financial technology patents by the end of 2019 according to the report; among the top 100 list, 48 enterprises came from China, covering traditional finance, financial technology, internet, e-commerce, technology, and telecommunications.4

 

E-Commerce. E-commerce represents an area of our focus for a potential business combination, as the proliferation of digitally enabled retail continues to grow. According to eMarketer, global retail ecommerce sales grew from $3.345 trillion in 2019 to $4.28 trillion in 2020, representing 27.6% growth. Over that same period, retail e-commerce sales as a percentage of total retail sales increased from 13.6% to 18.0% and sales, according to eMarketer, are expected to grow globally at a compounded annual growth rate of 10.5% through 2024.

 

 

2 https://finovate.com/southeast-asias-fintech-boom-all-you-need-to-know/

3 https://www.institutmontaigne.org/en/publications/chinas-fintech-end-wild-west

4 https://investinchina.chinadaily.com.cn/s/202008/11/WS5f340396498ed1e2f34088cd/top-10-companies-with-most-fintech-patent-applications.html

 

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Moreover, recent events, particularly the COVID-19 global pandemic and its impact on brick-and-mortar shopping behaviors, have accelerated the industry’s transition to online retail commerce. Consumer preferences are shifting to prioritize digital convenience, resulting in a new, widespread and urgent demand for digital commerce.

 

In 2019, the added value of e-commerce accounted for more than one-third of China’s GDP. Today, China is leading e-commerce sales worldwide $862.6 billion as of 2019 and is expected to reach $1,556.2 billion by 2024 according to Statista’s study of 151 countries. Attracting every day thousands of entrepreneurs and companies from all four corners of the world, we believe that China is one of the most promising markets worldwide. With a population of almost 1.4 billion people, China’s rapidly rising wages have contributed to growth in consumption and an increasing purchasing power. The development of various new technologies-related industries, and China’s digitalization greatly contributed to the success of the most lucrative industry in China, that of E-commerce.

 

 

The e-commerce market in China is expected to grow from sales revenue of projected of $2.1 trillion in 2021 to $3.0 trillion in 2024, representing a compound annual growth rate (CAGR) of 12.4 percent, according to newly-released GlobalData forecasts in April 2021. This year alone, e-commerce sales in China are expected to register growth of 17.2 percent and, according to an eMarketer report released earlier this year, will surpass offline sales for the first time. In 2021, eMarketer predicted that 52 percent of China’s sales will take place online, up from almost 45 percent in 2020.

 

Meanwhile, Southeast Asia is the emerging hub of the e-commerce market, due to the already high and yet growing population, rising disposable income, increasing access to the internet, smartphone penetration, and developing transport infrastructure leading to efficient logistics services with faster and last mile delivery options. With a combined population of 655 million, a young demographic and online retail sales projected to grow by 44.4% annually, Southeast Asia is an exciting region for e-commerce.

 

 

 

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The region has a rich landscape of local e-commerce companies with brands that will be recognized by few people outside of Southeast Asia. The largest players, including Shopee, Lazada and Tokopedia, are online marketplaces selling a diverse range of goods, similar to the Amazon and Alibaba model. They take a large share of Southeast Asia’s total online retail sales, which are forecast to reach $55 billion in 2020.5 Despite the similarities of Southeast Asia’s local online marketplaces to Amazon, it is a region where Amazon is a very small force. It launched in Singapore in 2019, but still lags far behind local alternatives. Chinese ecommerce brands do not have a strong ecommerce presence in the region either, though their market influence is deeply felt through their indirect participation in Southeast Asia e-commerce market via merger and acquisition or strategic investment. There has, however, been billions of dollars of foreign investment in Southeast Asia’s ecommerce industry, from both China and the West.

 

In 2020, the e-commerce market in Southeast Asia amounted to approximately $62 billion, which is forecasted to increase significantly by 2025 to $172 billion according to the Southeast Asia B2C E-Commerce Market 2021 study. The business-to-consumer (“B2C”) e-commerce market, in particular, in Asia saw significant growth during the coronavirus pandemic and was expected to continue its lead over other world regions. Moreover, as a result of consumers’ shopping behavior shift towards online purchasing, numerous e-commerce platforms generated considerable revenue since the start of the COVID-19 pandemic.

 

Given the acceleration of digital adoption in the industry, digital capabilities, including data and analytics and other specialized competencies, are in high demand. In addition, retailers are entering into deals that allow them to participate in open ecosystems and non-traditional partnerships to provide consumer value through digital avenues. We believe the flux in the market has created an opportunity for new entrants providing new software services, innovating on traditional ecommerce business models.

 

We believe many such businesses would benefit from the diverse skill set of our management team, including the integration of business best-practices with marketing best-practices, and using data-driven insights and technology to understand customer preferences and to optimize the customer experience. We intend to focus on evaluating companies or assets with leading competitive positions, attractive financial profiles and robust long-term potential for growth and profitability.

 

Digitalization and O2O Online-to-Offline Commerce. Digitalization and O2O is becoming a disrupting factor at a significant pace and merits our close attention as well. As a business strategy, O2O is online-to-offline commerce that relies on identifying and drawing potential consumers found on online channels and funnels them into actual customers at a traditional brick-and-mortar store. This structures not only includes taking advantage of promotions offered through online channels for in-store purchases, but also in-store pick-up of purchased online orders and in-store online sales.

 

O2O Commerce has demonstrated that most brands do not have to separate strategies between online channels and offline channels in marketing. We believe that O2O businesses can compete with pure e-commerce players by focusing on targeting the right consumers who are willing to make the trip to the store to compare products, test or try on the products for experiential purpose and trust build-up, or save on delivery time when they buy the product. Businesses are taking notice to these trends and adapting using technology tools to improve their products and services and to enhance the consumer experience.

 

The increasing O2O Commerce trend of having multiple touchpoints with consumers has also generated significant benefits to users and merchants. For example, online businesses can benefit from the offline presence, delivery networks and storage infrastructure of offline businesses; meanwhile, the offline businesses can also benefit from users and Internet traffics directed from online visits as well as consumer insights and data collected from online activities.

 

The Southeast Asia internet economy is expected to grow significantly in the next few years as it volume was approximately $105 billion in 2020 and is estimated to grow to $309 billion in 2025, representing a compounded annual growth rate of 24% for the period, according to a report, “Google, Temasek and Bain, e-Conomy SEA 2020” published in November 2020 (the “e-Conomy SEA 2020 Report”).

 

O2O Commerce is the latest trend in China where O2O online-to-offline model was popularized and where we have seen dramatic growth according to a report, “Digital Consumers of Tomorrow, Here Today” by Facebook and Bain & Company in August 2020 (“Sync Southeast Asia Report”). The Chinese O2O online-to-offline marketing takes business strategy to the next level, channeling the power of online business with physical location presence to grab hold of key markets. Already the concept has spread to travel, ride services, grocery stores, and even haircut and dry cleaning services in China.

 

 

5 https://www.digitalcommerce360.com/article/asia-ecommerce-top-retailers/

 

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In 2013, GMIC Beijing made O2O marketing one of the most talked-about trends. The true revolution of O2O Commerce began to take hold with market giant Alibaba in 2016 when it announced the creation of “New Retail” and demonstrated a commitment to turn the e-commerce online retailer into a new business model with the addition of a physical store location. The idea weaved together offline, online, and logistical components into a single chain of data.

 

At the 2021 China International Retail Innovation Summit, Dada Group opened a talk with the prediction that, by 2024, on-demand and O2O commerce will close in on $154.5 billion. As the concept continues to take hold in China and the rest of the world follows, the Chinese government is encouraging the business shift in order to maintain the lead in market landscapes. China is the clear leader in this space due to efforts by its two biggest tech giants – Tencent, the maker of the social messaging app WeChat and Alibaba, China’s biggest e-commerce player. WeChat uses QR codes for easy offline payments via its in-built mobile wallet to enable stores to connect better with customers and collect comprehensive customer data in order to push specific offers in-app for use in offline stores.6 While e-commerce in Southeast Asia is surging, their O2O online-to-offline business model is a fast-emerging trend behind China.

 

Healthcare. Our search for a potential business combination is expected to include evaluating and targeting companies in the private healthcare space in Southeast Asia and China with a scalable model and strong fundamentals. As a result of China’s economic growth and supporting healthcare policy in 2009, which encouraged private healthcare, the private sector has experienced a vast expansion in China’s hospital market in the past decade, according to a National Institute of Health 2018 study “Private Hospital Expansion in China: A Global Perspective.” There are now nearly 26,000 hospitals in China, more than in any other country with approximately 10,000 private hospitals already in operation, and several hundred opening or undergoing upgrades from clinics to hospital status every year.

 

 

 

Six out of every ten private hospitals are specialized in China. As a result, the private sector is very important when it comes to delivering specialized care such as Traditional Chinese Medicine, maternity services and orthopedic treatment. There are also hundreds of specialized eye hospitals, dental hospitals, plastic surgery hospitals and rehabilitation hospitals around the country, among others. At the individual level, along with the income improvement, people have increasing expectation for health care quality and life quality. As a result, the demand of healthcare is increasing tremendously. In addition, the Chinese government also made great efforts to adjust to economic development and growing demands, which put pressure on its healthcare system to become more accessible, affordable and efficient according to the National Institute of Health 2018 study. The private sector hospital market in China has increased in the past decade for both healthcare supply capacity and delivered care.

 

Also compelling is the range of incentives for foreign investors into China’s private healthcare system, which includes relaxing restrictions on foreign ownership, even 100 percent ownership would be allowed in Beijing, Tianjin, Shanghai, Jiangsu, Fujian, Guangdong and Hainan. Notably, these are all major markets for healthcare services with rapidly expanding middle class and affluent populations possessing the means to spend on private healthcare services. There are also financial incentives including permitting capital from private equity and other sources, allowing equipment leasing rather than purchasing—which means lower up-front investment for hospital operators—and reimbursement from public insurance for care services provided by the private sector. It is also becoming easier to employ foreign doctors.

 

 

6 https://innovationiseverywhere.com/3-trends-reshaping-retail-asia/

 

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Likewise, private health care is deeply entrenched in the Southeast Asia region, amounting to 53 percent of the $420 billion healthcare market as of 2020.7 A strong private direct provision of health care is common to all Southeast Asia countries from Singapore to Vietnam according to the World Economic Forum. What commenced gradually in the mid-1990s, has now led to a robust private health care system including health or medical tourism as an increasingly significant revenue generator in Southeast Asia. Medical tourism generates one-third or more of revenue for private hospitals in most Southeast Asian countries, according to a report by Zion Market Research, which found Asia-Pacific dominating the growing medical tourism market in 2017. Zion Market Research projects that the global medical tourism market could generate revenue of $28 billion by the end of 2024, based on an estimated CAGR of around 8.8% from 2018. By 2026, market research firm Acumen Research and Consulting projects the global market value of medical tourism in Southeast Asian countries to reach $162 billion. In 2017, the global medical tourism market generated revenue of $15.5 billion according to Zion Market Research. Regional governments provide many incentives for private investment in health tourism.

 

Moreover, locals are willing to pay large out-of-pocket sums for private healthcare that is efficient, responsive, convenient, and comfortable. Private hospitals in Southeast Asia operate in a highly competitive environment where they need to differentiate themselves to attract patients with high expectations and wanting the best clinical care, which means they are continually improving upon their services. The most common transformational changes that Asian private hospitals expect to make – whether improving the value they receive, better targeted treatments, improved care coordination, or wellness strategies – all have a strong focus on the patient according to a study “Private Healthcare Providers in Southeast Asia: Poised for Continued Growth.”

 

Health care delivery in Southeast Asia now relies on significant private enterprise, and seeking private health care is now present across all socioeconomic levels, which has shaped the way healthcare is financed and organized. Aside from the standard model of private hospital, innovative business models have been launched, such as corporatized public hospitals in Singapore and Malaysia, self-financing public hospitals in Indonesia with its own commercial section that allows retention and use of patient revenues, or other public–private partnerships.

 

As healthcare organizations begin to catch their breath from the pandemic, we believe that many are re-evaluating their current business model in which non-critical services pay for the majority of critical ones with top business goals including growing sales, improving financials, and increasing business value. Heading into 2021, healthcare organizations will place a high importance on acquiring and retaining talent, which they plan to address by hiring new employees and offering more flexible or remote work arrangements and investing in technology for digital health.8 Digital transformation can help individual health care organizations and the wider health ecosystem improve ways of working, expand access to services, and deliver a more effective patient and clinician experience such as through cloud computing, AI, and virtual care delivery according to Deloitte’s 2021 study “2021 Global Health Care Outlook.”

 

The Southeast Asia telehealth market size was valued at $194.5 million in 2020 and is expected to expand at a compound annual growth rate (CAGR) of 17.6% from 2021 to 2028 to $916.2 million according to a May 2021 Grand View Research study, “South East Asia Telehealth Market Size, Share & Trends Analysis Report By Service Type. The global telehealth market size is projected to reach USD 559.52 billion by 2027, as online audio and video consultation practices have grown in popularity in view of their easy access, low waiting times in the outpatient department and cost-effectiveness.9 Increasing penetration of the internet and the constant evolution of smartphones and tablets have made accessing telehealth services more convenient and are expected to contribute to the growing demand. Users are increasingly turning aware of the importance of monitoring health and fitness to control the incidence of chronic ailments and are using their smartphones to track the same. In addition, innovators are designing technologies to deliver quality care through various web and cloud-based platforms.

 

We believe that the emergence of the internet of things in healthcare with integrated analytics, advanced wearable devices, and strong mobile connectivity has significantly transformed the healthcare industry and has enabled efficient patient monitoring, optimizing prescriptions, and chronic disease management. Furthermore, deep learning and AI functionalities enhance the personalization of healthcare and even provide physicians with feedback on their performance and consultation and training for performance enhancement.

 

 

7 https://www.weforum.org/agenda/2018/08/cost-healthcare-rising-asean-nations-money/

8 https://www.asianhhm.com/healthcare-management/china-private-hospitals

9 https://www.globenewswire.com/news-release/2021/05/18/2231503/0/en/Telehealth-Market-Size-2021-Is-Projected-to-Reach-USD-559-52-Billion-by-2027-with-a-CAGR-of-25-2.html

 

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Another disruptive segment of the health care market is biotech, which is particularly strong in China, which has experienced a biotech boom in the past few years, and that can be attributed to a confluence of factors such as talent, government policies/ regulations, and availability of capital. Many Chinese biotech entrepreneurs were galvanized to reshape the Chinese drug industry that had been saddled by generics with questionable quality, where there is a growing demand for more innovative drugs to improve treatment outcomes that can match China’s growing economy and healthcare spending needs. These returning scientists and professionals equipped with world-class training from Western institutes of higher learning and experience at large multinational bio-pharmaceutical companies, established their own biotech firms in the hope of creating the next blockbuster drugs from China.

 

Starting in 2015, Chinese regulators ushered in a slate of reforms, creating an environment for the industry to thrive. They started piloting the Marketing Authorization Holder system, which allows innovators to use contract manufacturers rather than having to build costly in-house production or selling intellectual property to large firms. Generic drugs were required to show bio-equivalence to their reference branded products in a campaign to squeeze out the many small, low-quality players. To help innovative drugs get to market faster, the National Medical Products Administration (China’s FDA equivalent) started to allow foreign clinical data to support applications and streamlined its review processes.

 

We have observed an increasing trend of bio-pharmaceutical and biotech companies in Southeast Asia in particular in Indonesia, Thailand, Singapore and Malaysia and a number of them have proceeded to expand into various parts of the regions in their respective forms - from clinical trials to R&D labs and manufacturing sites. Annual revenue growth in the Southeast Asian pharmaceutical market is predicted to exceed 11% over the next 5 years with such performance making it one of the fastest growing pharmaceutical markets in the world. The region presents rich pickings for pharma manufacturers that can effectively synergize good manufacturing practices (GMP) standards, competitive pricing and an export strategy according to a CPhI South East Asia Report (July 2020).

 

Education. We see considerable growth potential in Southeast Asia in particular and China to a lesser extent for private and international schools, mainly due to the continued growth of the economies in these parts of Asia. Private education is a trillion–dollar industry globally. Emerging markets have seen a surge in private provision of education during the last decade. Population growth during the last century, along with macroeconomic gains, has paved the way for this trend. Rising affluence has contributed to increased enrollment across levels of education. As a result, private sector education has become quite sophisticated over the past ten years.

 

Singapore and Malaysia have the most developed private education markets. Malaysia has a long history of establishing private higher education institutions and generating significant investments from corporations and private equity. Both countries are also benefiting from the increased popularity of international schools. Singapore is now the largest international schools market in the world, with estimated revenues of more than $700 million. It is not uncommon to find schools with an enrollment of more than 2,500 students, priced at more than $25,000 per year. The Thai, Indonesian and Vietnamese markets, though smaller in size, are expected to expand as their economies grow, bringing more high-quality, private offerings. In recent years, Indonesia and Thailand are also topping the list, along with China and Japan outside of Southeast Asia, that offer premium private schools, many of which are international schools to accommodate the expatriate community as well.

 

In East Asia, the international school sector grew by 32 percent, from 828 schools in 2013 to 1,125 in 2017; Southeast Asia saw an even higher growth of 39 percent, from 725 to 1,008 international schools over the same period.10 The burgeoning middle class in emerging markets has turned to private education to meet the demand for high-quality education; The private education spend in Southeast Asia has reached nearly $60 billion according to Ernst & Young. Private K-12 and higher education are the largest segments in the market and the most developed. In part due to their scalability, K-12 and higher education also accelerate quickly as economies develop and students invest in higher education to take advantage of these new economic opportunities. We believe that the education opportunity in Southeast Asia is growing increasingly attractive. The region is mostly middle income, with a GDP per capita equivalent to that of China and a $10 billion private education market. Both private K-12 and higher education still offer many growth opportunities.

 

 

10 https://www.studyinternational.com/news/southeast-asia-growth-private-international-schools/#:~:text=SEA%20saw%20a%20higher%20growth,the%20world%2C%20according%20to%20Greenhill

 

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Moreover, the global enterprise resource planning (ERP) market size geared specifically towards education is projected to grow from USD 12.7 billion in 2021 to USD 25.2 billion by 2026, at a Compound Annual Growth Rate (CAGR) of 14.7% during the forecast period. The education ERP market is gaining traction due to availability of cloud-based ERP solutions, need of automated management to carry out business processes in academic institutions, enhanced performance of administrative modules increasing the need for managing academic processes, and rising enrollments in the higher education sector. The global education ERP market size is projected to grow from $12.7 billion in 2021 to $25.2 billion by 2026, at a compound annual growth rate (CAGR) of 14.7% according to the report, Education ERP Market with Covid-19 Analysis by Component, Deployment Type, End User, Application, Region - Global Forecast to 2026.”

 

Owing to the closure of schools and colleges, the academic activities and administration processes are carried online. Institutions are looking for flexible and scalable ERP software that can be implemented quickly, help in carrying out their operations seamlessly, and provide students and faculties with access to resources and institutional services from anywhere and at any time. According to MarketWatch’s Global Asia-Pacific Market Outlook, Industry Analysis and Prospect 2018-2025, the use of AI in the education industry will grow by 47.5% through 2025 as the citizens of the world are becoming more adaptive and open to technology tools.

 

The educational institutes are adopting AI to offer personalized learning experience and enhance tutoring methods. The integration of intelligent algorithms through AI in the learning platform has shown positive impact on the learning of students. This is promoting the growth of AI in education sector. The technology has transformed the classrooms and changed the role of educators in the learning process by providing more user-friendly and sophisticated tools. The educational institutes are utilizing the proficiencies of the AI for content development, curriculum designing, online learning platforms, and administrative operations. Moreover, the increasing adoption of the web-based services and smartphones has encouraged the educational institutes to move toward online learning solutions to increase the student base and provide high-quality education.

 

Renewable Energy Investment. We also intend to identify and analyze businesses within the renewable energy industry, as we believe that this sector represents an attractive target market given the size, breadth and prospects for growth. To address climate change, countries adopted the Paris Agreement at the COP21 in Paris on December 12, 2015; the Paris Agreement entered into force less than a year later. In the agreement, all countries agreed to work to limit global temperature rise to well below 2 degrees Celsius, and given the grave risks, to strive for 1.5 degrees Celsius. Implementation of the Paris Agreement is essential for the achievement of the Sustainable Development Goals, and provides a roadmap for climate actions that will reduce emissions and build climate resilience.

 

The Paris Agreement requires all countries to take action, while recognizing their differing situations and circumstances, yet all countries are responsible for taking action on both mitigation and adaptation. Each country submitted their own nationally determined climate actions for which they have an obligation to implement, and if they do, it will bend the curve downward in the projected global temperature rise. The agreement not only formalizes the process of developing national plans, but will require countries to continuously upgrade their commitments so that they are ready to implement the 2030 Sustainable Development Agenda.

 

China is already leading in renewable energy production figures. It is currently the world’s largest producer of wind and solar energy, and the largest domestic and outbound investor in renewable energy. Four of the world’s five biggest renewable energy deals were made by Chinese companies in 2016. As of early 2017, China owns five of the world’s six largest solar-module manufacturing companies and the world’s largest wind turbine manufacturer.11 By 2030, one-fifth of the country’s electricity consumption is forecasted to come from non-fossil fuel sources. According to the International Energy Agency, 36 percent and 40 percent of the world’s growth in solar and wind energy in the next five years will come from China. Renewable energy deployment is also a part of a larger effort within China to develop an ecological civilization, that is, a cross-industrial approach to lower pollution level and fossil fuel use, mitigate climate change, and improve energy efficiency. China’s renewable energy workforce far surpasses that of the United States, and also leads by investing in a growing number of international renewable energy projects through increasing contributions to multilateral organizations.

 

 

11https://www.theguardian.com/environment/2017/jan/06/china-cementing-global-dominance-of-renewable-energy-and-technology

 

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In the pre-pandemic world, energy transition was already at the forefront of the minds of policymakers and investors in the Association of Southeast Asian Nations (ASEAN). Renewable energy infrastructure investment in the region had been strong, reflecting government efforts to reduce carbon emissions, as well as due to the lower costs involved, given cheaper technology and economies of scale. Although construction activity in the sector weakened in 2020 due to fiscal constraints as governments diverted budgets towards social expenditure, we believe investment in the renewable sector is expected to pick up quickly.

 

To improve the renewable energy capacity and revive the pandemic-hit economies, ASEAN governments have laid out an aspirational five-year sustainability plan under the second phase of ASEAN Plan of Action for Energy Cooperation 2021-2025 containing ambitious targets and initiatives to enhance energy security and sustainability. Under this, ASEAN energy ministers agreed to set a target of 23% share of renewable energy in total primary energy supply in the region and 35% in ASEAN installed power capacity by 2025. This would require approximately 35 to 40 gigawatts of renewable energy capacity to be added by 2025.

 

Vietnam, Thailand, the Philippines, Malaysia and Indonesia represent a share of 84% of the total installed renewable energy capacity among the Southeast Asian countries. Vietnam leads the sustainability change with a 34% share, followed by Thailand (17%), Indonesia (13%), Malaysia (10%) and the Philippines (10%).12 We believe that the renewable investments in this region are to double to $1.3 trillion by 2030 and is tipped to become a powerhouse of renewable energy, with more than half of the world’s electricity generation projected to originate from the region by 2030, according to the firm BlackRock. The region could expect to lead investment activity over the decade, thanks to its rising population, economic growth and a currently small installed capacity.

 

We also intend to explore potential business combination targets in the electric vehicle industry particularly in China, which is the fastest growing electric vehicle market in the world. In 2019, electric cars topped 2.1 million globally, surpassing 2018, which was a record year, to boost the stock to 7.2 million electric cars. As technological progress in the electrification of cars and trucks advances and the market for them grows, electric vehicles are expanding significantly.

 

International Energy Association - Global Electric Car Stock, 2010-2019 (Oct 2020)

 

 

In China, by 2035, electric vehicles (EVs) are expected to account for 50% of all new car sales, according to the government’s “Energy-saving and New Energy Vehicle Technology Roadmap 2.0.” This sets out how China’s automotive industry will be transformed into a largely electric and hybrid industry. The State Council, China’s cabinet, also set specific tasks for EV manufacturers to ensure they are fit for purpose by the time the mandatory emission quotas for internal combustion engines are phased out.

 

Asia’s power generation investments are leading the world and expected to hit $2.4 trillion in the current decade, with renewables accounting for over half of power investments with China, Japan, India, South Korea and Taiwan that are among the top contributors to renewable investments, which include solar and wind, in Asia Pacific with an average of about 140 gigawatts of additional capacities annually according to Woodmac.13

 

 

12https://www.power-technology.com/comment/south-east-asia-renewable-energy/#:~:text=Vietnam%2C%20Thailand%2C%20the%20Philippines%2C,and%20the%20Philippines%20(10%25).

13 https://www.reuters.com/business/sustainable-business/asia-pacific-renewable-investments-double-13-trillion-by-2030-woodmac-2021-06-22/

 

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Many parts of Asia are in a later stage of renewables adoption and are still incentivizing their build-out, providing attractive opportunities for early movers. The global renewable energy market was valued at $928.0 billion in 2017, and is expected to reach $1,512.3 billion by 2025, registering a CAGR of 6.1% from 2018 to 2025, according to “Renewable Energy Market Outlook - 2025” prepared by Allied Market Research, which also noted that Asia-Pacific is expected to grow at the fastest rate during the forecast period, owing to increase in demand for energy due to rise in industrialization in developing countries such as China, and India. Presence of these countries boosts the renewable energy market owing to factors such as rise in population, rapid industrialization along with favorable policies for the renewable energy sector.14

 

For many international investors, there are some challenges that come with investing in Asia Pacific. Originating an attractive pipeline of investible renewables projects is not a straightforward task, and this requires working closely with experienced local developers and having an in-depth understanding of local regulatory frameworks. Our directors and officers have deep roots throughout Asia with the relationships and experience to originate potential business combinations and navigate the due diligence and investment phases of a business combination.

 

Mobile Technology and Smart Devices. The advance of mobile technology and proliferation of smart devices has ushered in an era of leapfrogging development in China and the Southeast Asia technology space, which we will consider in our search for a business combination. The Southeast Asia region has high “mobile Internet engagement,” which means that the population-weighted average daily time spent on mobile Internet for Southeast Asia countries in 2020 is 4 hours and 32 minutes compared to world average of 3 hours and 22 minutes, according to a report titled “Digital in 2020” produced by “We Are Social” in January 2020 (the “Digital in 2020 January Report”).

 

Smartphone penetration rate in Southeast Asia contributes to such high mobile Internet engagement. Smartphone penetration for Southeast Asia (excluding Philippines) averaged around 58% in 2019, according to the Global Payments Trends Reports, compared to 35% in 2015, according to eMarketer.com database, and is expected to further increase in the next few years. As a result of greater Internet and smartphone penetration, the number of digital consumers in Southeast Asia reached approximately 250 million in 2018 and an additional 90 million people are expected to join the ranks of digital consumers by 2025, bringing the total number to approximately 340 million, according to the Sync Southeast Asia Report.

 

Likewise, in China, by the end of 2020, 1.22 billion people subscribed to mobile services, equivalent to 83% of the region’s population according to the GSM Association’s “2021 The Mobile Economy China” study. This places China among the world’s most developed mobile markets, given that global average penetration is 66%. However, increasing market saturation also means that subscriber growth is slowing, a scenario that is also occurring in other advanced markets around the world. That said, mobile internet adoption and usage continues to grow steadily as operators focus on expanding access to digital services. More than 990 million people in China now use mobile internet services and this figure is expected to increase by a further 200 million by 2025.

 

Digital consumers in Southeast Asia countries have high levels of social media engagement, with a population-weighted average of 3 hours and 14 minutes, as measured by amount of time spent daily on social media platforms, according to the Digital in 2020 report. Four Southeast Asia countries were ranked among top ten countries with the largest number of Facebook accounts in 2020: Indonesia, the Philippines, Vietnam and Thailand were ranked No. 3, 6, 7 and 8, respectively, with the greatest potential Facebook advertising reach ranging from 50 million to 140 million, according to an updated “Digital in 2020” report in October 2020. Indonesia was also ranked No. 4 among the countries with the greatest potential Instagram advertising reach with 78 million Instagram accounts, according to the Digital in 2020 October Report.

 

In China, every second of the day, 486 WeChat articles are published, 166 rooms booked on Qunar, 115,740 Q&A’s on Zhihu, and 3,472 orders placed on E’leme, and over 62% of people open the WeChat app more than 10 times a day. The role of mobile social media and smartphone-based mobile app economy in China is massive as it not only entertains but also influences food, life, and fashion choices, provides makeup and homestyle reviews, and advises on holiday spots.15

 

Scarcity of Listed Southeast Asian Tech Companies. Also contributing to our market opportunity is our belief that the scarcity of listed Southeast Asia companies will lead to strategic opportunities. The tech industry in Southeast Asia, home to about one-tenth of the world’s population and some of the fastest-growing economies like Indonesia, is overdue for recognition. The region did not have a single major tech company listed till gaming and e-commerce leader, Sea Ltd., went public in New York in 2017. The dearth of public companies remains despite a smartphone-using population growing at rates unmatched in much of the world, driven by economic growth and government policies that encourage investment in technology. That potential is attracting the likes of Amazon.com Inc. and Chinese majors including Tencent Holdings Ltd. and Alibaba Group Holding Ltd., who see Southeast Asia’s increasingly affluent consumers as key to their global ambitions.

 

 

14 https://www.alliedmarketresearch.com/ renewable-energy-market

15 https://www.hicom-asia.com/chinese-kol-top-10-social-media-platforms-they-use/

 

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Despite an attractive long list of high growth businesses in Southeast Asia, there is a lack of mid-to late-stage funding to bring the high growth businesses to initial public offering. There are 10 unicorns according to the e-Conomy SEA 2020 Report, and more than 20 aspiring unicorns in Southeast Asia, according to the e-Conomy SEA 2019 Report. A significant portion of the institutional investors and private funding has been focused on earlier stage investments, varying from angel/seed round of financing to series B round of financing. However, the first listing of a multibillion-dollar Southeast Asian tech company in Indonesia occurred on August 6, 2021 when PT Bukalapak.com Tbk (BUKA.JK), an 11-year-old e-commerce company backed by Ant Group, Singapore sovereign fund GIC (GIC.UL) and local media and tech conglomerate Emtek (EMTK.JK), made its market debut after raising $1.5 billion in Indonesia’s largest ever IPO. Inspirational capital market success stories originated from Southeast Asia like Razer Inc., a gaming hardware tech company listed in Hong Kong with market capitalization value exceeding $2 billion and Sea Ltd, a gaming platform and e-commerce tech company listed on New York Stock Exchange with market capitalization value exceeding $100 billion, we believe signals the emerging trend of more Southeast Asian tech companies gaining success in developed capital markets like United States. We are committed to closing the gaps in the fast growing e-commerce market in Southeast Asia and believe that we have the experience and commitment to turn a high growth business into a quality publicly listed company.

 

Appealing Demographics in China and Southeast Asia. China and Southeast Asia offer very appealing macroeconomic fundamentals from demographic, economic and consumption perspectives. Southeast Asia has a large population currently exceeding 583 million, vastly outnumbering the total population of 328 million in the United States, according to World Bank data obtained in November 2020 (the “World Bank Data”). Southeast Asia has one of the youngest populations in the world – more than 50% of the total population in Southeast Asia in 2019 was below the age of 35, according to the World Bank Data. Furthermore, Southeast Asia is one of the fastest growing economies globally with estimated annual nominal GDP growth rate of 5% from 2019 to 2025, according to the International Monetary Fund World Economic Outlook dataset as of October 2020 (the “IMF WEO Dataset”).

 

Southeast Asia also demonstrates significant potential for growth and is expected to become the fourth largest economy globally after the United States, China and the European Union by 2030, according to an overview of ASEAN published by Enterprise Singapore in 2019, citing a study titled “Winning Hearts, Minds in ASEAN” by the Straits Times published in August 2017. In addition, approximately 55% of the combined nominal GDP of Southeast Asia was contributed by household consumption, according to the World Bank Data and statistics reported by government of Southeast Asia countries. The current consumption power in Southeast Asia is nearly comparable to that of China five years ago, which may offer a potential to replicate China’s growth where the population-weighted average household consumption per capita in Southeast Asia in 2015 was $2,065 and increased to $2,923 in 2019; whereas household consumption per capita in China in 2015 was $2,888 and had increased to $3,723 in 2018, according to the statistics reported by governments of Southeast Asia countries and China.

 

Another appealing vestige of the Southeast Asia demographic is that more and more of the current generations of family-owned businesses are open to embrace capitalization and digitalization and potential a business combination to fund growth and business expansion. According to a recent PriceWaterhouse (PwC) – Singapore study, “Family Business Survey 2021-Asia Pacific Findings,” Asia Pacific family businesses have seen a mixed performance over the last financial year (pre-COVID-19), with 51% experiencing growth and 21% seeing reduction in sales, which is slightly less positive than the global scene where the majority of family businesses experienced higher growth (55%). Nevertheless, their growth objectives are ambitious for 2022, with 87% expecting growth to surge in 2022 with 2021 offering more cautious projections with 65% of Asia Pacific family businesses expecting to see growth, which is in line with family businesses worldwide according to the recent PwC study.

 

When asked to name their top priorities for the next two years, family businesses in Singapore, for example, listed ambitious performance growth compared to their global and Asia Pacific counterparts, with 90% surge in growth expected in 2022 and listed expansion and/or diversification (82%) as their top priority, followed by digital, innovation, technology (77%) and improving evolving/new thinking (66%). The priorities of the Asia Pacific family business leaders resonate with business priorities of their global counterparts according to the recent PwC study.

 

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A recent Deloitte study “Asian Business Families Succession Going the Distance with the Next Generation” concluded that business families in Southeast Asia do not just face the usual corporate challenges of profitability, competition and growth – they also face a unique challenge in ensuring a smooth succession to maintain the momentum of the business from generation to generation. This desire for intra-family succession must be balanced, according to Deloitte, with another essential element that of the involvement of trusted non-family management and advisors whose input can provide an objective perspective to evenly balance the needs of the business and the family. Their objectivity may also lead to unbiased input that could revive and bring fresh relevance to businesses.

 

Our management team’s efforts to seek a suitable business combination target will be complemented by the experience and network of our founders who will utilize their extensive networks of seasoned industry operators and advisors to not only identify potential targets and effect the initial business combination efficiently but, post-closing, serve in the meaningful role of trusted non-family advisors. We believe that our team and vision will make us an attractive partner for founders and owners in the industries in which we plan to pursue business combination targets. Our team has a proven track record of experience and deal-making in the technology, digital and consumer sectors. As such, we believe that we will have a significant competitive advantage in identifying and acquiring a target in China and Southeast Asia area. We also believe that we are well-positioned to identify attractive businesses that would benefit from the diverse skill set of our management team, including the integration of business best-practices with marketing best-practices, and using data-driven insights and technology to understand customer preferences and to optimize the customer experience. We intend to focus on evaluating companies or assets with leading competitive positions, attractive financial profiles and robust long-term potential for growth and profitability.

 

Our Business Strategy

 

Our business strategy is to utilize our management team’s past to identify and complete our initial business combination with a company that our management believes, with proper utilization of our network and experience, has compelling potential for value creation.

 

We believe our management team and members of our board have experience in:

 

 Operating companies, setting and changing strategies, and identifying, mentoring and recruiting exceptional talent;
   
 Developing and growing companies, both organically and through strategic transactions and acquisitions, and expanding the product range and geographic footprint of a number of target businesses;
   
 Investing in leading private and public technology companies to accelerate their growth and maturation; and
   
 Accessing the capital markets, including financing businesses and helping companies transition to public ownership.

 

We will aim to create significant value uplift for our shareholders via a business combination by leveraging our skills and networks. Our management team has a wide network of relationships globally and especially in the Asia-Pacific region, providing significant access to originating attractive opportunities for transformational growth. Our management team has a deep understanding of the ongoing global trends that drive high growth industries, such as internet, financial technology, e-commerce, O2O Retail, consumer, healthcare, education, renewable energy and big data, AI, cloud-based technology, that will play an integral part in realizing those trends. Furthermore, the team has a proven track record of sourcing, executing and monetizing opportunities making it well placed to add value to target businesses, both strategically and operationally.

 

Our business strategy is to identify and complete our initial business combination with a company that complements the experience of our management team and can benefit from their operational and investment expertise. Our selection process will leverage their broad and deep relationship network, unique industry experiences and deal sourcing capabilities to access a broad spectrum of differentiated opportunities.

 

We intend to identify and complete our initial business combination with a company that can benefit from (i) the managerial and operational experience of our management team, (ii) additional capital, and (iii) access to public securities markets. We plan to leverage our management team’s network of potential proprietary and public transaction sources where we believe a combination of our relationships, knowledge and experience could effect a positive transformation or augmentation of existing businesses to improve their overall value. We believe this approach will create long-term value for our shareholders.

 

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There is no geographic limitation to the location of targets, as these types of opportunities are not necessarily bound by geography. We do believe that there are attractive business combination candidates in the Asia Pacific that are looking to the US for both opportunities and capital. We believe that a US-based company with a listing and capital would be an ideal fit for one of those companies. Such a connection would unlock value and increase growth opportunities for the right company. We believe that the way businesses and consumers operate, make decisions, and spend has forever been changed because of the pandemic.

 

Upon completion of this offering, our management team will communicate with their network of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities.

 

Competitive Advantage

 

Our sponsor is an affiliate of AEI Capital Ltd., based in Hong Kong, Kuala Lumpur and Shenzhen, that focuses on technology enabled products and solutions to identify, harness and develop key trends relevant to their customers and markets. AEI Capital Ltd. works with tech scalable businesses with the potential to improve productivity and reduce costs through our in-depth organization transformation expertise and technology-enabled business growth insights. AEI Capital Ltd. works directly with its investee-companies to enhance the intrinsic value of their equity investment in each portfolio company by focusing on (i) Capitalization; (ii) Strategization; and (iii) Digitalization, to engineer their growth direction.

 

AEI Capital Ltd., along with our officers, directors and advisors, bring deep and extensive experience including a significant track record of successfully identifying, investing in and operating businesses across a broad range of industries including technology, AI, healthcare, energy and cloud-based technology, which provides us with a competitive advantage in sourcing, evaluating and pursuing a broad range of opportunities in these targeted sectors primarily in the Asia Pacific area. In particular, we believe that our management team’s expertise and experience that creates a competitive advantage for us includes:

 

 Significant industry experience and market knowledge
   
  Our team has extensive experience in managing, investing and monetizing assets with a focus to creating and delivering significant value to shareholders. Our management and directors, in addition to their own deep and sophisticated sector knowledge, have a strong network of relationships with industry professionals across key expertise and geographies in the technology sector, which they can draw upon to further enable them to identify and take advantage of a wide range of investment opportunities. This extensive market knowledge has a significant positive impact on investment decisions and aids in a holistic evaluation of transactions.
   
 Deal flow and sourcing
   
  Members of our management, advisors and our sponsor have developed deep relationships with market leaders in the global technology industry that will provide a substantial pipeline of proprietary acquisition opportunities.
   
 Value Creation Capabilities
   
  The members of our team have extensive experience working closely with management teams and board members to assist with growth strategy and value creation. The target company can benefit from both the operational and financial experience of our team to unlock additional value.
   
 Capital Structure Optimization and Support
   
  The members of our team have strong expertise in navigating the capital markets. With strong relationships in the banking and finance industry, proven ability to complete capital raising efforts, and a proven history of executing M&A deals and other transactions, we believe that we will be able to complete a business combination that will create value for our shareholders.
   
 Core strength in the APAC region
   
  We believe that the Asia Pacific region is becoming an increasingly important player in the global technology landscape. Home to a large base of technology companies, the region is also growing rapidly and it contains numerous established and fast-growing companies that largely remain undiscovered to global market participants. As such, even though we may identify potential targets in other regions, we believe it is critical to understand the dynamics behind the Asia Pacific technology space. Accordingly, our management team is especially established in Asia Pacific, thanks to our close relationships with professionals in the industry and our region-specific expertise that has been developed over four decades. We believe our strong network and deep understanding of Asia Pacific will be instrumental in potentially identifying and executing a deal with a high-quality target in the region.

 

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Our Acquisition Philosophy and Business Combination Criteria

 

We will aim to create significant value uplift via a business combination by leveraging our skills and networks. Consistent with our business strategy, we plan to invest in an innovative high-quality company with strong growth potential, an exceptional management team and operational upside. We will target opportunities that have well-established regulations and a safe and healthy track records. We will focus on companies in Asia Pacific, where our management team is able to leverage its extensive experience and network to source for attractive investment opportunities, as well as impart its expertise on strategic, operational, and transactional matters. We expect considerable investor interest in Asia, as the region is home to a wealth of untapped resources, along with highly valuable companies that have remained undiscovered to the global marketplace.

 

Strong management teams will be a key criterion in our target selection - teams with a track record of value creation, accompanied with a clear growth vision for the business. We have selected some guiding factors, which along with our key competitive advantages, will enable us to identify the appropriate businesses to create compelling combination opportunities. Specifically, we will prioritize companies that we believe have the following attributes:

 

 strong growth potential and operational upside. These businesses may be in growth sectors of the technology areas of interest, which are expected to benefit from the strong demand pull with the technology efforts;
   
 headed by strong management teams with a track record of value creation, accompanied with a clear growth vision for the business;
   
 a significant market opportunity and sustainable runway for growth;
   
 a proven business/operational model that has the ability to compound at high or rising returns on invested capital;
   
 a strong hidden or innate value that can be unlocked with more operational, commercial or financial focus;
   
 a business that will benefit from being publicly traded and that can effectively utilize the broader access to capital markets to pursue further growth opportunities;
   
 a management team focused on execution and possessing high standards of integrity; and
   
 a reasonable entry valuation that provides an asymmetric risk-reward.

 

These factors, combined with the strengths and expertise of our management team, will enable us to successfully deliver a value accretive transaction. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

 

Our Acquisition Process

 

In identifying opportunities for our business combination, our management will utilize a comprehensive, disciplined approach that incorporates the following steps:

 

1. Deal Sourcing and Screening. Our management has extensive expertise and a broad network with the ability to tap in to and synthesize inputs from a variety of sources (including consultations with industry experts, proprietary research, market intel, research papers, and other sources) to identify the most favourable trends. Our management will use their established network of relationships to identify and source target opportunities, and perform a thorough screening of relevant companies using criteria such as valuation multiples, financial data, and competitive positioning. We also expect that our management’s connections in the space will facilitate our search for high-quality targets. The objective of this step would ultimately be to identify a shortlist of compelling potential targets.

 

2. Preliminary Assessment of Target Companies. Management will then perform a preliminary assessment of the shortlisted target companies and perform a preliminary comparables analysis. Management may also directly engage in initial conversations with the potential targets. The objective of this step would be to further condense the shortlist, arriving at a smaller and more focused group of potential targets.

 

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3. Detailed Evaluation and Due Diligence of Target Companies. Management will engage the shortlisted targets in more substantive conversations and perform a rigorous due diligence review to assess the target company’s quality and potential valuation. The due diligence review will encompass, among other things, fundamental analysis, financial statement analysis, valuation benchmarking, comparables and SWOT analysis (i.e., a strategic technique to identify strengths, weaknesses, opportunities, and threats related to business competition), detailed document reviews, technology diligence, multiple meetings with incumbent management and employees, inspection of facilities, consultations with relevant industry and academic experts, competitors, customers and suppliers, as well as a review of operational, legal and additional information that we will seek to obtain as part of our analysis. We believe our management is tremendously well-positioned to conduct this thorough evaluation, given their decades of experience.

 

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, directors or officers, or making the acquisition through a joint venture or other form of shared ownership with our sponsor, directors or officers. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, directors or officers, we, or a committee of independent directors, would obtain an opinion from an independent entity, that 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.

 

Members of our management team, including our officers and directors, directly or indirectly own founder shares and may own private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target company is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors, as well as our management team, may have a conflict of interest with respect to evaluating a particular business combination, including if the retention or resignation of any such officers, directors, and management team members was included by a target business as a condition to any agreement with respect to such business combination.

 

We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer’s and director’s fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination.

 

Our founders, sponsor, officers, and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. Moreover, our founders, sponsor, officers, and directors may sponsor, form or participate in other blank check companies in the future. In addition, our founders, sponsor, officers, and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

 

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As more fully discussed in “Management — Conflicts of Interest,” if any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our directors and officers currently have fiduciary duties or contractual obligations that may take priority over their duties to us.

 

Initial Business Combination

 

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not 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 a target’s assets or prospects.

 

We anticipate structuring our initial business combination either (i) in such a way 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, or (ii) in such a way so 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. However, we will only complete an 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 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 Nasdaq’s 80% of net assets test. 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 transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.

 

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

 

Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock 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 outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

 

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

 

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 a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

 

The net proceeds of this offering and the sale of the placement units released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination. 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 redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. In addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to be used following the closing for general corporate purposes as described above.

 

Our amended and restated memorandum and articles of association will provide that, following this offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 12 months (subject to a six month extension of time) or (y) amend the foregoing provisions, unless (in connection with any such amendment to our amended and restated memorandum and articles of association) we offer our public shareholders the opportunity to redeem their public shares.

 

Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our business combination.

 

Our Sponsor

 

Our Sponsor is AEI Capital SPAC Venture II LLC., a limited liability company incorporated in the Cayman Islands owned by AEI CapForce Venture II (Labuan) LLP and AEI CapForce Venture IV (Labuan) LLP, private investment funds advised by European Credit Investment Bank Ltd. and managed by AEI Fund Management Co. Ltd., a fund management company owned by AEI Capital Ltd. based in Hong Kong, Kuala Lumpur, and Shenzhen, China, that focuses on technology enabled products and solutions to identify, harness and develop key trends relevant to their customers and markets.

 

Notwithstanding our founder’s and management team’s past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of the members of our management team or our sponsor or their respective affiliates or any related investment’s performance as indicative of our future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. Each of our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities intended to be registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we have entered into a definitive agreement regarding our initial business combination. For more information, see the section of this prospectus entitled “Management — Conflicts of Interest” and see “Risk Factors.”

 

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Our sponsor, officers and directors, or their affiliates, may sponsor or form additional special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination because (i) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and (ii) we may pursue a broad universe of targets.

 

Other Considerations

 

The net proceeds of this offering and the sale of the placement units released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination. 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 redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. In addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to be used following the closing for general corporate purposes as described above.

 

There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsors, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination.

 

Our amended and restated memorandum and articles of association will provide that, following this offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 12 months (subject to a six month extension of time) or (y) amend the foregoing provisions, unless (in connection with any such amendment to our amended and restated memorandum and articles of association) we offer our public shareholders the opportunity to redeem their public shares.

 

Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our business combination.

 

Corporate Information

 

Our executive offices are located at Duplex Penthouse, Unit A-33A-6, Level 33A, Tower A, UOA Bangsar Tower, No. 5, Bangsar Utama 1 Road, 59000 Kuala Lumpur, Malaysia, and our telephone number is +603 2770 2752. We are a Cayman Islands exempted company incorporated on July 8, 2021, with limited liability. Cayman Islands exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for, a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (as Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

 

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

 

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

 

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates equals or exceeds $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

 

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our Class A ordinary shares held by non-affiliates did not equal or exceed $250.0 million as of the prior June 30th, or (2) our annual revenues did not exceed $100.0 million during such completed fiscal year and the market value of our Class A ordinary shares held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

 

THE OFFERING

 

In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below of this prospectus entitled “Risk Factors.”

 

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Securities offered10,000,000 Units, at $10.00 per unit, each unit consisting of:
  
 one Class A ordinary share; and
   
 one-half of one redeemable warrant.

 

Proposed Nasdaq symbols

Units: “AEIBU”

 

Class A ordinary shares: “AEIB”

 

Warrants: “AEIBWS”

 

Trading commencement and

 

separation of Class A ordinary

 

share and warrants

The units are expected to begin trading on or promptly after the date of this prospectus. We expect the Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or if such date is not a business day, the following business day, unless the underwriter permits earlier trading), subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.

 

Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination.

  
Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-KIn no event will the Class A ordinary shares and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.

 

Units:

 

Number outstanding before this offering0
  
Number of placement units to be sold in a private placement simultaneously this offering360,530(1)
  
Number outstanding after this offering10,360,5301)

 

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Ordinary shares: 
  
Number outstanding before this offering0 Class A ordinary shares and 2,875,000 Class B ordinary shares (founder shares)(2)
  
Number outstanding after this offering12,860,530 Class A ordinary shares and Class B ordinary shares(1)(3)
  
Redeemable Warrants: 
  
Number outstanding before this offering and the private placement0
  
Number of warrants to be outstanding after this offering and the private placement5,180,265(1)(4)

 

ExercisabilityEach whole warrant is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
  
 

We structured each unit to contain one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share.

 

The warrants will become exercisable commencing on the later of 12 months from the closing of this offering or 30 days after the completion of our initial business combination. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption.

 

No warrants will be exercisable for cash unless we have an effective and current registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

 

1 Assumes no exercise of the underwriters’ over-allotment option and the forfeiture by our sponsor of an aggregate of 375,000 founder shares.

 

2 Includes up to an aggregate of 375,000 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised.

 

3 Comprised of 10,360,530 Class A ordinary shares (including 360,530 placement shares) and 2,500,000 founder shares. The founder shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment as described herein adjacent to the caption “Founder shares conversion and anti-dilution rights.”

 

4 Includes 5,000,000 public warrants and 180,265 placement warrants.

 

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Exercise Price$11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or its affiliates, 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, and interest 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 (z) the volume weighted average trading price of our ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

 

Exercise PeriodThe warrants will become exercisable commencing on the later of 12 months from the closing of this offering or 30 days after the completion of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

 

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We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that, as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement.

 

If a registration statement covering the ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

 

Notwithstanding the above, if our ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

  
 The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation and dissolution of the Company if it cannot consummate a business combination within 12 months (subject to a six month extension of time). On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Public shareholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension.

 

Redemption of warrants

We may redeem the outstanding warrants in whole and not in part, at a price of $0.01 per warrant at any time after the warrants become exercisable, upon a minimum of 30 days’ prior written notice of redemption, if, and only if, the last sales price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending three business days before we send the notice of redemption; and if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants.

 

If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued.

 

If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that 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 warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A ordinary shares for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

 

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Founder shares

As of the date hereof, our sponsor holds 2,800,000 founder shares, 375,000 of which are subject to forfeiture if the underwriters’ over-allotment option is not exercised. The number of founder shares issued and outstanding was determined based on the expectation that the founder shares would represent at least 20% of the outstanding shares after this offering (excluding the placement units and underlying securities).

 

As such, our initial shareholders will collectively own 22.24% of our issued and outstanding shares after this offering (including the placement shares to be issued to the sponsor and assuming they do not purchase any units in this offering). None of our sponsor, officers or directors have expressed an intention to purchase any units in this offering. Up to an aggregate 375,000 founder shares will be subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised so that our initial shareholders will maintain ownership of at least 20% of our ordinary shares after this offering.

 

Our sponsor transferred a total of 45,000 founder shares among our Chief Financial Officer and our three independent director nominees at their original purchase price pursuant to executed securities assignment agreements, effective as of August 6, 2021. Our sponsor has also transferred a total of 30,000 founder shares among our six advisors in connection with this offering.

 

 We will effect a share capitalization or other appropriate mechanism prior to this offering should the size of the offering change, in order to maintain such percentage ownership. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that:

 

 

the founder shares are Class B ordinary shares that automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights as described herein;

   
 

the founder shares are subject to certain transfer restrictions, as described in more detail below;

   
 

the founder shares are entitled to registration rights; and

   
 our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (subject to a six month extension of time) from the closing of this offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 12 months (subject to a six month extension of time) from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame and (iv) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. Public shareholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension.

 

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 If we submit our initial business combination to our public shareholders for a vote, we will complete our initial business combination only 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. As a result of an agreement in which we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor, our sponsor, officers and directors are expected to vote their shares in favor of our initial business combination. As a result, in the event that only the minimum number of shares representing a quorum is present at a shareholders’ meeting held to vote on our initial business combination, in addition to our initial shareholders’ founder shares and placement shares, we would need only 354,604 or 3.55% of the 10,000,000 public shares sold in this offering to be voted in favor of an initial business combination approved in favor of our initial business combination in order to have our initial business combination approved. Additionally, each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or abstain from voting (subject to the limitation described in this prospectus.

 

Transfer restrictions on founder sharesOur initial shareholders have agreed not to transfer, assign or sell any of their founder shares (or Class A ordinary shares issuable upon conversion thereof) until the earlier to occur of: (A) twelve (12) months after the completion of our initial business combination and (B) subsequent to our initial business combination, if the reported last sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or if we complete a transaction after our initial business combination the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their shares for cash, securities or other property after our initial business combination (except as described herein under “Principal Shareholders — Restrictions on Transfers of Founder Shares and placement units”). Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up.
  
Founder shares conversion and anti-dilution rights

The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any placement units (and underlying securities) issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans, minus the number of public shares redeemed by public shareholders in connection with our initial business combination. Any conversion of founder shares described herein will take effect as a compulsory redemption of founder shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the founder shares convert into Class A ordinary shares at a rate of less than one-to-one.

 

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 The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt.

 

Voting rights; Appointment of Directors

Holders of record of the Class A ordinary shares and holders of record of the founder shares will vote together as a single class on all matters submitted to a vote of our shareholders, with each ordinary shares entitling the holder to one vote except as required by law.

 

Holders of record of our Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in our amended and restated memorandum and articles of association or as required by the Companies Act or Nasdaq rules, 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 is generally required to approve any matter voted on by our shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which requires 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 pursuant to our amended and restated memorandum and articles of association, such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following our initial business combination, the holders of more than 50% of our ordinary shares voting for the appointment of directors can elect all of the directors. Only holders of founder shares will have the right to appoint directors in any election held prior to or in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of founder shares to appoint directors may be amended by a special resolution passed by a majority of at least 90% of our shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of the founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. If we seek shareholder approval of our initial business combination, 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. In such case, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. As a result, in the event that only the minimum number of shares representing a quorum is present at a shareholders’ meeting held to vote on our initial business combination, in addition to our initial shareholders’ founder shares, we would need 354,604 or 3.55%, of the 10,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved in favor of our initial business combination in order to have our initial business combination approved.

 

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Placement units

Simultaneously with the consummation of this offering, our sponsor has committed to purchase an aggregate of 360,530 placement units (or up to 398,030 placement units if the over-allotment option is exercised in full).

 

These additional placement units will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over-allotment option. The placement units (and underlying placement shares and placement warrants) are identical to the units and warrants sold in this offering. Our initial shareholders have agreed (A) to vote their placement shares in favor of any proposed business combination, (B) not to convert any placement shares in connection with a shareholder vote to approve a proposed initial business combination or sell any placement shares to us in a tender offer in connection with a proposed initial business combination and (C) that the placement shares shall not participate in any liquidating distribution from our trust account upon winding up if a business combination is not consummated. In the event of a liquidation prior to our initial business combination, the placement units will likely be worthless.

 

Each placement unit is identical to the units offered by this prospectus except as described below. There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares or placement shares, which will expire worthless if we do not consummate a business combination within 12 months (subject to a six month extension of time). Our initial shareholders have agreed to waive their redemption rights with respect to any founder shares or placement shares (i) in connection with the consummation of a business combination, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto, to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (subject to a six month extension of time) from the closing of this offering or with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) if we fail to consummate a business combination within 12 months (subject to a six month extension of time) from the closing of this offering or if we liquidate prior to the expiration of the 12-month period. However, our initial shareholders will be entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business combination or liquidate within the 12-month period. A portion of the purchase price of the placement units will be added to the proceeds from this offering to be held in the trust account such that, at the time of closing, $101,000,000 (or $116,500,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 12 months (subject to a six-month extension of time), the proceeds from the sale of the placement units held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the placement units, placement warrants and placement shares will expire worthless.

 

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Transfer restrictions on Placement UnitsThe placement units and their component securities will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described under the section of this prospectus entitled “Principal Shareholders — Restrictions on Transfers of Founder Shares and Placement Units”).
  
Proceeds to be held in trust account

Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the placement units be deposited in a trust account. Of the net proceeds of this offering and the sale of the placement units, $101,000,000, or $10.10 per unit ($116,150,000, or $10.10 per unit, if the underwriters’ over-allotment option is exercised in full) will be placed into a trust account in the United States at J.P. Morgan Securities LLC, with Continental Stock Transfer & Trust Company acting as trustee, and $1,105,300 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering.

 

These proceeds include $3,500,000 (or $4,025,000 if the underwriters’ over-allotment option is exercised in full) in deferred underwriting commissions.

 

Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, our amended and restated memorandum and articles of association will provide that the proceeds from this offering and the sale of the placement units, will not be released from the trust account until the earliest of (a) the completion of our initial business combination, (b) 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 to (i) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (subject to a six month extension of time) or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, and (c) the redemption of our public shares if we are unable to complete our initial business combination within 12 months (subject to a six month extension of time), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholder. Public shareholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension.

 

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Anticipated expenses and funding sourcesUnless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association, as described above. The proceeds held in the trust account will be invested only in U.S. government securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, that invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. Assuming an interest rate of 0.1%, we estimate the trust account will generate approximately $101,000 of interest annually; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from:

 

 the net proceeds of this offering and the sale of the placement units not held in the trust account, which will be approximately $700,000 in working capital after the payment of approximately $405,300 in expenses relating to this offering; and
   
 any loans or additional investments from our sponsor, or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $3,000,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units.

 

Conditions to completing our initial business combination

Nasdaq rules require that we consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). 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, we will obtain an opinion from an independent investment banking firm or another independent entity that ordinarily renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not 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 a target’s assets or prospects.

 

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. However, we may structure our initial business combination so 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. However, we will only complete an 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.

 

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 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 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 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 Nasdaq’s 80% of net assets test. 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 transactions and we will treat the target businesses together as our initial business combination for purposes of seeking shareholder approval or conducting a tender offer, as applicable.

 

Permitted purchases of public shares and public warrants by our affiliatesIf 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 shares or warrants our 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. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing our securities during certain blackout periods when they are in possession of any material non-public information and (ii) clear all trades of company securities with a compliance officer prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. 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. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions prior to completion of our initial business combination. See “Proposed Business — Permitted Purchases of Our Securities” for a description of how our sponsor, initial shareholders, directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. Our sponsor, directors, officers, advisors or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) of, or Rule 10b-5 under, the Exchange Act.

 

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 The purpose of any such purchases of 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 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 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.

 

Redemption rights for public shareholders upon completion of our initial business combination

We will provide 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 as of two business days prior to the consummation of our 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 described herein.

 

The amount in the trust account is initially anticipated to be $10.10 per public share, however, there is no guarantee that investors will receive $10.10 per share upon redemption. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and placement shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination or otherwise.

 

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Limitation on redemptions

Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do.

 

In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

  
Manner of conducting redemptionsWe will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.

 

 If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association:

 

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

 

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

 

 Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 under the Exchange Act to purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
  
 In the event that we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon completion of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
  
 If, however, shareholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, we will:

 

 conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
   
 file proxy materials with the SEC.

 

 If we seek shareholder approval, we will complete our initial business combination only if a majority of the outstanding ordinary shares voted are voted in favor of the initial business combination. A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor will count towards this quorum and has agreed to vote its founder shares and any public shares purchased during or after this offering in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding ordinary shares voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.

 

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As a result, in the event that only the minimum number of shares representing a quorum is present at a shareholders’ meeting held to vote on our initial business combination, in addition to our initial shareholders’ founder shares and placement shares, we would need 354,604 or 3.55% of the 10,000,000 public shares sold in this offering to be voted in favor of an initial business combination approved in favor of our initial business combination in order to have our initial business combination approved. Additionally, each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or abstains from voting (subject to the limitation described in this prospectus). We intend to give approximately 30 days (but not less than ten days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. The quorum and voting thresholds, and the voting agreement of our sponsor, may make it more likely that we will consummate our initial business combination.

  
 Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against, or abstain from voting on, the proposed transaction.
  
 We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed business combination is not approved and we continue to search for a target company, we will promptly return any certificates delivered, or shares tendered electronically, by public shareholders who elected to redeem their shares.
  
 Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon completion of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination.
  
 In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

 

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Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder voteNotwithstanding the foregoing redemption rights, 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 will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms.

 

 By limiting our shareholders’ ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination.
  
Redemption rights in connection with proposed amendments to our amended and restated memorandum and articles of associationOur amended and restated memorandum and articles of association provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by holders of 65% of our ordinary shares entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares entitled to vote thereon. In all other instances, our amended and restated memorandum and articles of association may be amended by holders of a majority of our outstanding ordinary shares entitled to vote thereon, subject to applicable provisions of the Companies Act or applicable stock exchange rules. Our amended and restated memorandum and articles of association will provide that we may not issue additional shares that would entitle the holders thereof to receive funds from the trust account or vote on any initial business combination or on matters related to our pre-initial business combination activity. Our initial shareholders, who will collectively beneficially own 20% of our outstanding ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, executive officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (subject to a six month extension of time) 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 (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, placement shares and any public shares held by them in connection with the completion of our initial business combination.

 

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Release of funds in trust account on closing of our initial business combination

On the completion of our initial business combination, all amounts held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who exercise their redemption rights as described above under “Redemption rights for public shareholders upon completion of our initial business combination,” to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. 

  

 

 

 

 

 

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 businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other assets, companies or for working capital.
  
Redemption of public shares and distribution and liquidation if no initial business combination

Our amended and restated memorandum and articles of association provides that we will have only 12 months (subject to a six month extension of time), to complete our initial business combination.

 

If we are unable to complete 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 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 franchise and income taxes as well as expenses relating to the administration of the trust account (less up to $101,000 of interest released to us to pay taxes and potentially, 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under the Companies Act to provide for claims of creditors and the requirements of other applicable law.

 

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 Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares and placement shares held by them if we fail to complete our initial business combination within the period to consummate the initial business combination. However, if our sponsor, officers or directors acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time period.

 

The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and subsequently liquidate, and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.
  
 

Our sponsor, officers and directors have agreed, pursuant to letter agreements with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would affect 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 period to consummate the initial business combination, or with respect to any other 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, if any (less up to $101,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, subject to the limitations described above under “Proposed Business — Limitations on Redemptions.”

 

For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. 

 

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Limited payments to insidersOur sponsor transferred a total of 45,000 founder shares among our Chief Financial Officer and our three independent director nominees at their original purchase price pursuant to executed securities assignment agreements, effective as of August 6, 2021. Our sponsor has transferred a total of 30,000 Class B ordinary shares among our six advisors in connection with this offering. The founder shares will be worthless if we do not complete an initial business combination. In addition, the following payments will be made to our sponsor, officers or directors, or our or their respective affiliates, none of which will be made from the proceeds of this offering held in the trust account, prior to the completion of our initial business combination:

 

 

Repayment of a loan of up to an aggregate of $300,000 if drawn from the sponsor to cover offering related and organizational expenses, unless sooner paid in accordance with the terms of the promissory note;

   
 Payment to AEI Capital SPAC Venture II LLC, our sponsor, or its affiliate of $10,000 per month, for up to 12 months (subject to a six month extension of time) from the closing of this offering, for office space, utilities and secretarial and administrative support;

 

 Reimbursement for any out-of-pocket expenses related to our formation and initial public offering and to identifying, investigating and completing an initial business combination; and
   
 Repayment of any other loans from our sponsor, an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined, except as described below, nor have any written agreements been executed with respect thereto. Up to $3,000,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units.

 

 Additionally, in connection with the successful completion of our initial business combination, we may determine to provide a payment to our sponsor, officers, directors, advisors, or our or their respective affiliates; however, any such payment would not be made from the proceeds of this offering held in the trust account and we currently do not have any arrangement or agreement with our sponsor, officers, directors, advisors, or our or their respective affiliates, to do so. Our audit committee will review on a quarterly basis all payments that were or are to be made to our sponsor, officers or directors, or our or their respective affiliates.
  
Audit CommitteeWe will establish and maintain an audit committee, which will be composed of at least three independent directors to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. A listed company of the Nasdaq must have an audit committee with a minimum of three independent directors who satisfy the independence requirements of Nasdaq Rule 10A-3. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled “Management — Committees of the Board of Directors — Audit Committee.”

 

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Conflicts of Interest

Certain of our officers and directors presently have, 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 business combination opportunities to such entity. Accordingly, in the future, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations under Cayman Islands law, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that any fiduciary duties or contractual obligations of our officers arising in the future would materially undermine our ability to complete our initial business combination.

 

In addition, our sponsor, officers, directors and advisors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers, directors and advisors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. However, we do not believe that any potential conflicts would materially affect our ability to complete our initial business combination

 

 

 

 

 

 

Our amended and restated memorandum and articles of association will 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.

 

Further, our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one that we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

 

IndemnityOur sponsor has agreed that it will be liable to us, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below $10.10 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that their only assets are securities of our company. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

 

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 We have not requested that our sponsor reserve funds for this indemnity and we have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification obligations. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

 

SUMMARY OF RISK FACTORS

 

We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see the section of this prospectus entitled “Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.” You should carefully consider these, and the other risks set forth in the section of this prospectus entitled “Risk Factors.” Such risks include, but are not limited to:

 

Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination

 

 Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
   
 If we seek shareholder approval of our initial business combination, our initial shareholders and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
   
 Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
   
 The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
   
 The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
   
 The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
   
 The requirement that we complete an initial business combination within the period to consummate the initial business combination may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

 

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 We may not be able to complete an initial business combination within the period to consummate the initial business combination, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.00 per share (whether or not the underwriters’ over-allotment option is exercised in full) or potentially less than $10.00 per share on our redemption, and our rights and warrants will expire worthless.
   
 If we seek shareholder approval of our initial business combination, our initial shareholders, directors, executive officers, advisors and their respective affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.
   
 If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
   
 You will not be entitled to protections normally afforded to investors of many other blank check companies.

 

Risks Relating to the Post-Business Combination Company

 

 Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.
   
 The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
   
 Our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.

 

Risks Relating to Our Management Team

 

 We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.
   
 Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

 

Risks Relating to Our Securities

 

 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.
   
 Our sponsor paid an aggregate of $25,000, or approximately $0.01 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of the Class A ordinary shares.
   
 Since our sponsor paid only approximately $0.01 per share for the founder shares, our officers and directors could potentially make a substantial profit even if we acquire a target business that subsequently declines in value.

 

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General Risk Factors

 

 We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
   
 Past performance by our sponsor and our management team including their affiliates and including the businesses referred to herein, may not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire.

 

SUMMARY FINANCIAL DATA

 

The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.

 

  August 8, 2021 
Balance Sheet Data:    
Working capital (deficiency) $(88,755)
Total assets $130,509 
Total liabilities $114,353 
Shareholders’ equity $16,156 

 

If no business combination is completed within the period to consummate the initial business combination, the proceeds then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes as well as expenses relating to the administration of the trust account (less up to $101,000 of interest to pay our expenses, taxes and potentially dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor, directors and each member of our management team have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we do not complete our initial business combination within such 12-month time period.

 

RISK FACTORS

 

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

 

Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination

 

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

 

We may choose not to hold a shareholder vote before we complete our initial business combination if the initial business combination would not require shareholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the consideration, we were paying in the transaction was all cash, we would not be required to seek shareholder approval to complete such a transaction. Except as required by law or stock exchange, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if a majority of our public shareholders do not approve of the initial business combination we complete.

 

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

 

Pursuant to a letter agreement, our sponsor, officers and directors have agreed to vote their founder shares, as well as any public shares purchased during or after this offering (including in open market and privately-negotiated transactions), in favor of our initial business combination. As a result, in the event that only the minimum number of shares representing a quorum is present at a shareholders’ meeting held to vote on our initial business combination, in addition to our initial shareholders’ founder shares and placement shares, we would need 354,604, or 3.55% of the 10,000,000 public shares sold in this offering to be voted in favor of an initial business combination approved in favor of our initial business combination in order to have our initial business combination approved. Additionally, each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or abstain from voting (subject to the limitation described in this prospectus. Our initial shareholders will own shares representing 22.24% of our outstanding ordinary shares immediately following the completion of this offering (assuming they do not purchase any units in this offering and the over-allotment option is not exercised). Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.

 

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

 

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the initial business combination, unless we seek such shareholder vote. Accordingly, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.

 

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

 

We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the 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 (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

 

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

 

At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the founder shares result in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the founder shares at the time of the consummation of our business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions.

 

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

 

At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the founder shares result in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the founder shares at the time of the consummation of our business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions.

 

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

 

Any potential target business with which we enter into negotiations concerning an initial business combination will be aware that we must complete our initial business combination within 12 months (subject to a six month extension of time). Consequently, such target business may have leverage over us in negotiating an initial business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

 

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We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.10 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

 

Our amended and restated memorandum and articles of association will provide that we must complete our initial business combination within 12 months (subject to a six month extension of time). We may not be able to find a suitable target business and complete our initial business combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, political considerations, volatility in the capital and debt markets and the other risks described herein. If we have not completed 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 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $101,000 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 liquidating 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 the Companies Act to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may receive only $10.10 per share (whether or not the underwriters’ over-allotment option is exercised in full) or potentially less than $10.10 per share on our redemption, and our rights and warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share” and other risk factors below.

 

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic.

 

Our amended and restated memorandum and articles of association will provide that we must complete our initial business combination within 12 months (subject to a six month extension of time) from the closing of this offering. We may not be able to find a suitable target business and complete an initial business combination within the period to consummate the initial business combination. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of coronavirus (“COVID-19”) continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

 

Additionally, the outbreak of COVID-19 may continue to negatively impact businesses we may seek to acquire. If we have not completed an initial business combination within such applicable time period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $101,000 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 liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under the Companies Act to provide for claims of creditors and the requirements of other applicable law.

 

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

 

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares or public warrants or a combination thereof, in privately-negotiated transactions or in the open market, either prior to or following the completion of our initial business combination, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. See “Proposed Business — Permitted Purchases of Our Securities” for a description of how our sponsor, initial shareholders, directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction.

 

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Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately-negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The price per share paid in any such transactions may be different than the amount per share a public shareholder would receive if such public shareholder elected to redeem its shares in connection with our initial business combination. The purpose of such purchases 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 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, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

 

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

 

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

 

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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 warrants, potentially at a loss.

 

Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (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 to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (subject to a six month extension of time) from the closing of this offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of our public shares if we are unable to complete an initial business combination within 12 months (subject to a six month extension of time) from the closing of this offering, subject to applicable law and as further described herein. In addition, if we are unable to complete an initial business combination within 12 months (subject to a six month extension of time) from the closing of this offering for any reason, and we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 12 months (subject to a six-month extension of time) from the closing of this offering before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. In that case, public shareholders may be forced to wait beyond 12 months (subject to a six month extension of time) from the closing of this offering before they receive funds from our trust account. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Public shareholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension.

 

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

 

Since the net proceeds of this offering and the sale of the placement units are intended to be used to complete an initial business combination with a target business that has not been identified, we may be deemed to be a “blank check” company under the U.S. securities laws. However, because we will have net tangible assets in excess of $5,000,001 upon the successful completion of this offering and the sale of the placement units and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our initial business combination than companies subject to Rule 419. Moreover, if this offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see the section of this prospectus entitled “Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”

 

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 approximately $10.10 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will expire worthless.

 

We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours, and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of this offering and the sale of the placement units, 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, because we are obligated to pay cash for the Class A ordinary shares that our public shareholders redeem in connection with our initial business combination, 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 approximately $10.10 per share (whether or not the underwriters’ over-allotment option is exercised in full) or potentially less than $10.10 per share on our redemption, and our rights and warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share” and other risk factors below.

 

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If the net proceeds of this offering and the sale of the placement units not being held in the trust account are insufficient to allow us to operate for at least the next 12 months (subject to a six month extension of time), we may be unable to complete our initial business combination, in which case our public shareholders may only receive $10.10 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

 

The funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the next 12 months (subject to a six month extension of time) following the closing of this offering, assuming that our initial business combination is not completed during that time. We believe that, upon the closing of this offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the next 12 months (subject to a six month extension of time); 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 or 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. 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.

 

Of the net proceeds of this offering and the sale of the placement units, only approximately $700,000 will be available to us initially outside the trust account to fund our working capital requirements. In the event that our offering expenses exceed our estimate of $405,300, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $405,300, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we are required to seek additional capital, we 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, or any affiliate of our sponsor or any of our officers and directors is under any obligation to advance funds to us in such circumstances except with respect to the promissory note for up to $300,000 executed on July 8, 2021, between the sponsor and us. 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. Up to $3,000,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units.

 

Prior to the completion of our initial business combination, we do not expect to seek advances or loans from parties other than our sponsor or an affiliate of 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 obtain these loans, we may be unable to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.10 per share (whether or not the underwriters’ over-allotment option is exercised in full) or potentially less than $10.10 per share on our redemption, and our rights and warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share” and other risk factors below

 

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per unit.

 

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Making such a request of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue.

 

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Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed an initial business combination within the period to consummate the initial business combination, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption.

 

Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.10 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per unit held in the trust account as of the date of the liquidation of the trust account if less than $10.10 per unit due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our taxes, if any, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. 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 believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.10 per share (whether or not the underwriters’ over-allotment option is exercised in full). In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per unit in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

 

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

 

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.10 per unit and (ii) the actual amount per unit held in the trust account as of the date of the liquidation of the trust account if less than $10.10 per unit due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our taxes, if any, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.10 per unit.

 

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

 

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

 

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

 

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the 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.

  

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

 

Our initial business combination or related reincorporation may result in taxes imposed on shareholders.

 

We may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, effect a business combination with a target company in another jurisdiction, reincorporate in the jurisdiction in which the partner company or business is located or in another jurisdiction. Such transactions may require a holder of our securities to recognize taxable income in the jurisdiction in which the holder of such securities is a tax resident (or in which its members are resident if it is a tax transparent entity), in which the target company is located, or in which we reincorporate. We do not intend to make any cash distributions to holders of our securities to pay such taxes. Holders of our securities may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

 

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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.

 

In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate an initial business combination.

 

In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.

 

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

 

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

 

 restrictions on the nature of our investments; and
 restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

 

In addition, we may have imposed upon us burdensome requirements, including:

 

 registration as an investment company;
 adoption of a specific form of corporate structure; and
 reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

 

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

 

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 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.

 

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This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (a) the completion of our initial business combination; (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) 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 period to consummate the initial business combination or (ii) with respect to any other provisions relating to the rights of holders of our Class A ordinary shares; or (c) absent our completing an initial business combination within the period to consummate the initial business combination, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we do not 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.

 

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.

 

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

 

The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than approximately $10.10 per share.

 

The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we do not to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of franchise and income tax (less, in the case we are unable to complete our initial business combination our 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 approximately $10.10 per share.

 

If we have not completed an initial business combination within 12 months (subject to a six month extension of time), our public shareholders may be forced to wait beyond such period to consummate the initial business combination before redemption from our trust account.

 

If we have not completed an initial business combination within 12 months (subject to a six-month extension of time), the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less our dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the period to consummate the initial business combination 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 complete our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination.

 

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

 

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

 

We may not hold an annual meeting of shareholders until after the completion of our initial business combination.

 

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

 

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

 

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

 

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

 

We may pursue business combination opportunities in any sector, except that we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. 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.

 

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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 public shares will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following our 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.

 

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

 

We will consider a business combination outside of our management’s area of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our public shares will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any shareholder 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 we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses and our strategy will be to identify, acquire and build a company in our target investment area, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

 

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange requirements, or we decide to obtain shareholder approval for business or other legal 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 receive only approximately $10.10 per share (whether or not the underwriters’ over-allotment option is exercised in full) or potentially less than $10.10 per share on our redemption, and our rights and warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share” and other risk factors herein.

 

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We may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue, cash flow or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.

 

To the extent we complete our initial business combination with a financially unstable business or an entity lacking an established record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete 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 are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.

 

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

 

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

 

As of August 8, 2021, we had $25,598 in cash and cash equivalents and a working capital deficiency of $88,755. Further, we expect to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through this offering are discussed in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our initial business combination may not be successful. In addition, management is currently evaluating the impact of the COVID-19 pandemic on the industry and its effect on our financial position, results its operations and/or search for a target company. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern.

 

Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.10 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

 

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.10 per share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.10 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share” and other risk factors herein

 

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

 

In light of the involvement of our sponsor, its members and our executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers, directors or existing holders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under the section of this prospectus entitled “Management — Conflicts of Interest.” Our sponsor and our directors and officers, or their respective affiliates may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in the section of this prospectus entitled “Proposed Business — Evaluation of a Target Business and Structuring of our Initial Business Combination” and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm, regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or 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 sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed (except with respect to any public shares they may hold), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

 

On August 6, 2021, our sponsor purchased 2,875,000 founder shares. The number of founder shares issued was determined based on the expectation that such founder shares would represent approximately 20% of the outstanding shares after this offering (without giving effect to the private placement and assuming they do not purchase units in this offering). The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has committed to purchase an aggregate of 360,530 placement units (or up to 398,030 placement units if the over-allotment option is exercised in full) at a price of $10.00 per unit, for an aggregate purchase price of $3,605,300 (or up to $3,980,300 if the over-allotment option is exercised in full). Each placement unit consists of one Class A ordinary share and one half of one warrant. Each whole warrant is exercisable to purchase one whole Class A ordinary share at $11.50 per share. These securities will also be worthless if we do not complete an initial business combination. Holders of founder shares have agreed (A) to vote any shares owned by them in favor of any proposed initial business combination and (B) not to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business combination or in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association. In addition, we may obtain loans from our sponsor, affiliates of our sponsor or an officer or director. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 12-month anniversary of the closing of this offering nears, which is the deadline for entering into an agreement to complete an initial business combination unless extended, as provided herein or in accordance with our amended and restated memorandum and articles of association.

 

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Since our officers and directors will share in any appreciation of the founder shares purchased at approximately $0.01 per share, a conflict of interest may arise in determining whether a particular target business is appropriate for our initial business combination.

 

Each of the officers and directors who will assist us in sourcing potential acquisition targets has an interest in the founder shares as of the date hereof. These officers and directors will not receive any cash compensation from us prior to a business combination but will share in any appreciation of the founder shares, provided that we successfully complete a business combination. We believe that this structure aligns the incentives of these officers and directors with the interests of our shareholders. However, investors should be aware that, as these officers and directors have paid approximately $0.01 per share or less for the interest in the founder shares, this structure also creates an incentive whereby our officers and directors could potentially make a substantial profit even if we complete a business combination with a target that ultimately declines in value and is not profitable for our public shareholders

 

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

 

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

 

 default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
   
 acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
   
 our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
   
 our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
   
 our inability to pay dividends on our Class A ordinary shares;

 

 using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, our ability to pay expenses, make capital expenditures and acquisitions and fund other general corporate purposes;
   
 limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
   
 increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

 

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

 

We may only be able to complete one business combination with the proceeds of this offering and the sale of the placement units, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. Of the net proceeds from this offering and the sale of the placement units, $97,500,000 (or $112,125,000 if the underwriters’ over-allotment option is exercised in full) will be available to complete our initial business combination and pay related fees and expenses, after taking into account $3,500,000 (or $4,025,000 if the over-allotment option is exercised in full) of deferred underwriting commissions being held in the trust account and the estimated offering expenses.

 

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

 

 solely dependent upon the performance of a single business, property or asset; or
   
 dependent upon the development or market acceptance of a single or limited number of products, processes or services.

 

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

 

In evaluating a prospective target business for our initial business combination, our management will rely on the availability of all of the funds from the sale of the placement units to be used as part of the consideration to the sellers in the initial business combination. If the sale of some or all of the placement units fails to close, for any reason, we may lack sufficient funds to consummate our initial business combination.

 

Our sponsor has agreed to purchase an aggregate of up to 360,530 of the placement units (or up to 398,030 placement units if the over-allotment option is exercised in full) at a price of $10.00 per unit, for an aggregate purchase price of $3,605,300 ($3,980,300 if the over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of our initial business combination. Each placement unit consists of one Class A ordinary share and one half of one warrant. Each whole warrant is exercisable to purchase one whole Class A ordinary share at $11.50 per share. These securities will also be worthless if we do not complete an initial business combination. The funds from the sale of forward-purchase shares may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. The obligations under the forward-purchase agreement do not depend on whether any public shareholders elect to redeem their shares and provide us with a minimum funding level for the initial business combination.

 

If the sale of the placement units does not close for any reason, including by reason of the failure by the sponsor to fund the purchase price for its units, we may lack sufficient funds to consummate our initial business combination. The forward-purchase investor’s obligations to purchase the units are subject to termination prior to the closing of the sale by mutual written consent of the parties.

 

We may be able to complete only one business combination with the proceeds of this offering and the sale of the placement units, which will cause us to be solely dependent on a single business, which may have a limited number of products or services and limited operating activities. This lack of diversification may negatively impact our operating results and profitability.

 

Of the net proceeds from this offering and the sale of the placement units, $101,000,000 (or $116,150,000 if the underwriters’ over-allotment option is exercised in full) will be available to complete our initial business combination and pay related fees and expenses (which includes up to $3,500,000 (or $4,025,000 if the over-allotment option is exercised in full, for the payment of deferred underwriting commissions being held in the trust account). We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments.

 

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Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities that may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

 

 solely dependent upon the performance of a single business, property or asset, or
   
 dependent upon the development or market acceptance of a single or limited number of products, processes or services.

 

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

 

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

 

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

 

We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time.

 

In connection with our initial business combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions). The purpose of such issuances will be to enable us to provide sufficient liquidity to the post-business combination entity. The price of the shares we issue may be less, and potentially significantly less, than the market price for our shares at such time.

 

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

 

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

 

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

 

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

 

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

 

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

 

 costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;
   
 rules and regulations regarding currency redemption;
   
 complex corporate withholding taxes on individuals;
   
 laws governing the manner in which future business combinations may be effected;
   
 exchange listing and/or delisting requirements;
   
 tariffs and trade barriers;
   
 regulations related to customs and import/export matters;
   
 local or regional economic policies and market conditions;
   
 export limits of raw materials and related in-country value-added processing requirements
   
 unexpected changes in regulatory requirements;
   
 longer payment cycles;
   
 tax issues, such as tax law changes and variations in tax laws as compared to the United States;
   
 currency fluctuations and exchange controls, including devaluations and other exchange rate movements;
   
 rates of inflation;
   
 liquidity of domestic capital and lending markets and challenges in collecting accounts receivable;

 

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compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010 (the “Bribery Act”) and similar regulations in other countries, which prohibit U.S. companies and their intermediaries from engaging in bribery or other prohibited payments to foreign officials and require companies to keep books and records that accurately and fairly reflect the transactions of the company and to maintain an adequate system of internal accounting controls;
   
 cultural and language differences;
   
 employment regulations;
   
 underdeveloped or unpredictable legal or regulatory systems;

 

 corruption;
   
 protection of intellectual property;
   
 social unrest, crime, strikes, riots and civil disturbances;
   
 regime changes and political upheaval;
   
 terrorist attacks, natural disasters and wars;
   
 deterioration of political relations with the United States; and
   
 government appropriation of assets.

 

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

 

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

 

Our amended and restated memorandum and articles of association will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their respective affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

 

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

 

In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, changed industry focus and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association will require the approval of holders of 65% of our ordinary shares and amending our warrant agreement will require a vote of holders of at least a majority of the public warrants and, solely with respect to any amendment to the terms of the placement warrants or any provision of our warrant agreement with respect to the placement warrants, a majority of the number of the then outstanding placement warrants.

 

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In addition, our amended and restated memorandum and articles of association will require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (subject to a six month extension of time) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. To the extent any such amendments would be deemed to fundamentally change the nature of any securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

 

We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders.

 

We may effect a business combination with a target company in another jurisdiction, reincorporate in the jurisdiction in which the target company or business is located or reincorporate in another jurisdiction. Such transactions may result in tax liability for a shareholder or warrant holder 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), in which the target company is located, or in which we reincorporate. 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 reincorporation.

 

The provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of at least 65% of our ordinary shares, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.

 

Our amended and restated memorandum and articles of association will provide that any of its provisions related to pre-initial business combination activity (including the requirement to deposit proceeds of this offering and the private placement of units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and including to permit us to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated) may be amended if approved by holders of 65% of our ordinary shares entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares entitled to vote thereon. In all other instances, our amended and restated memorandum and articles of association may be amended by holders of a majority of our outstanding ordinary shares entitled to vote thereon, subject to applicable provisions of the Companies Act or applicable stock exchange rules. We may not issue additional securities that can vote on amendments to our amended and restated memorandum and articles of association.

 

Our initial shareholders, who will collectively beneficially own up to 20% of our ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association, which govern our pre-initial business combination behavior more easily than some other blank check companies, 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.

 

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Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (subject to a six month extension of time) 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, net of taxes), divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered into with our sponsor, officers and directors. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

 

Our letter agreement with our sponsor, directors and officers may be amended without shareholder approval.

 

Our letter agreement with our sponsor, directors and officers contains provisions relating to transfer restrictions of our founder shares and sponsor warrants, indemnification of the trust account, waiver of redemption rights and participation in liquidation distributions from the trust account. This letter agreement may be amended without shareholder approval (although releasing the parties from the restriction not to transfer our founder shares for 180 days following the date of this prospectus will require the prior written consent of the underwriters). Moreover, certain other agreements relating to this offering may be amended without shareholder approval. While we do not expect our board to approve any amendment to these agreements prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to this agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities.

 

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we do not 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.

 

We have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the placement units. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.10 per share plus any pro rata interest earned on the funds held in the trust account and not previously released to us to pay our taxes on the liquidation of our trust account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the 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 sponsor, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. Further, as described in the risk factor entitled “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share,” under certain circumstances our public shareholders may receive less than $10.10 per share upon the liquidation of the trust account.

 

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Holders of our Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our initial business combination.

 

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

 

We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis. If the issuance of the shares upon exercise of warrants is not registered, qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

 

We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement for the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use our best 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 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. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Further, if an exemption from registration is not available, holders would not be able to exercise on a cashless basis and would only be able to exercise their warrants for cash if a current and effective prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants is available.

 

Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and there is no exemption available.

 

If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such ordinary shares under the blue-sky laws of the state of residence in those states in which the warrants were initially offered by us in this offering. However, there may be instances in which holders of our public warrants may be unable to exercise such public warrants, but holders of our placement warrants may be able to exercise such placement warrants.

  

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If you exercise your public warrants on a “cashless basis,” you will receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash.

 

Under the following circumstances, the exercise of the public warrants may be required or permitted to be made on a cashless basis: (i) If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption; (ii) if our ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement; and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available; and (iii) if we call the public warrants for redemption under certain circumstances described in the warrant agreement. In the event of an exercise on a cashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares calculated under the applicable provision in the warrant agreement. As a result, you would receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company.

 

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

 

The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”), or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public 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 statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

 

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

 

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

 

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Provisions in our amended and restated memorandum and articles of association and the Companies Act may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for Class A ordinary shares and could entrench management. Our amended and restated memorandum and articles of association will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions will include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, and the fact that prior to the completion of our initial business combination only holders of our founder shares, which have been issued to our sponsor, are entitled to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

 

We are also subject to anti-takeover provisions under the Companies Act, which could delay or prevent a change of control. Together these provisions 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.

 

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

 

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

 

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

 

We have been advised by our Cayman Islands legal counsel that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts of the United States against our company under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of natural justice of the Cayman Islands, (c) such judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands, (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands, and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.

 

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

 

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

 

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

 

Risks Associated with Acquiring and Operating a Business in Foreign Countries

 

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

 

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

 

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

 

 costs and difficulties inherent in managing cross-border business operations;
   
 rules and regulations regarding currency redemption;
   
 complex corporate withholding taxes on individuals;
   
 laws governing the manner in which future business combinations may be effected;
   
 exchange listing and/or delisting requirements;
   
 tariffs and trade barriers;
   
 regulations related to customs and import/export matters;
   
 local or regional economic policies and market conditions;
   
 unexpected changes in regulatory requirements;
   
 challenges in managing and staffing international operations;
   
 longer payment cycles;
   
 tax issues, such as tax law changes and variations in tax laws as compared to the United States;
   
 currency fluctuations and exchange controls;
   
 rates of inflation;

 

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 challenges in collecting accounts receivable;
   
 cultural and language differences;
   
 employment regulations;
   
 underdeveloped or unpredictable legal or regulatory systems;
   
 corruption;
   
 protection of intellectual property;
   
 social unrest, crime, strikes, riots and civil disturbances;
   
 regime changes and political upheaval;
   
 terrorist attacks and wars; and
   
 deterioration of political relations with the United States.

 

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

 

If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

 

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

 

After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.

 

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

 

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

 

In the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by 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, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

 

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We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.

 

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

 

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.

 

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

 

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

 

Risks Factors Related to Acquiring and Operating a Business in China

 

If we enter into a business combination in China, we will be dependent on its political, economic, regulatory and social conditions.

 

If we enter into a business combination with a target company located in China, we will be dependent on its political, economic, regulatory and social conditions. Accordingly, any significant slowdown in China’s economy which may cause a decline in demand for our customers in China, depending on the industry, will adversely affect our business and financial performance. Furthermore, if some portion of our operations and production facilities were located in China, any unfavorable changes in the social and/or political conditions may also adversely affect our business and operations. While the current policy of China’s government seems to be one of economic reform to encourage foreign investments and greater economic decentralization, there is no assurance that such a policy will continue to prevail in the future. There is no assurance that our operations will not be adversely affected should there be any policy changes.

 

If we enter into a business combination in China involving a company deemed to be a critical information infrastructure operator that affects or may affect national security, or that engages in data processing activities conducted by data processors that affect or may affect national security, then we will be subject to cybersecurity review that subjects us to additional risks.

 

If we enter into a business combination in China involving a company deemed to be a critical information infrastructure operator that affects or may affect national security, or that engages in data processing activities conducted by data processors that affect or may affect national security, then we will be subject to cybersecurity review, which subjects us to additional risks. Cybersecurity review will be mandatory by China’s Cybersecurity Review Office (CRO) of the Cyberspace Administration of China (CAC) for (i) purchase of network products and services by critical information infrastructure operators that affect or may affect national security, and (ii) data processing activities conducted by data processors that affect or may affect national security. Operators that possess personal information of more than 1,000,0000 individuals would be subject to cybersecurity review when listing overseas. Cybersecurity and data security will continue to be the key targets of the Chinese government’s regulation and supervision, in particular, when national security and personal information are involved the China Securities Regulatory Commission is to be added as a new member of the Cybersecurity Working Committee (composed of more than ten ministries) and will be heavily involved in any cybersecurity review of companies seeking overseas listings, which could delay our business combination or otherwise adversely affect the value of the company. Accordingly, if we enter into a business combination in China involving a company deemed to be a critical information infrastructure operator that affects or may affect national security, or that engages in data processing activities conducted by data processors that affect or may affect national security, we will be relying on the judgment of our management and board of directors, and those of our advisors and our professional team to minimize the associated risks.

 

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If we enter into a business combination in China involving private education in certain grade levels or in the private tutoring space we may be subject to certain risks including heightened scrutiny following recent laws prohibiting foreign investment in certain private schools.

 

If we enter into a business combination in China involving private education in certain grade levels or in the private tutoring space, we may be subject to certain additional risks including heightened scrutiny following recent laws enacted prohibiting foreign investment in certain private schools, in particular for compulsory education schools (grades K-9). China’s State Council announced in spring 2021 strict new controls on school curricula and ownership of private schools, the latest in a series of measures intended to tighten control of the country’s fast-growing education sector. The new law, which takes effect on September 1, 2021, halts the teaching of foreign curricula in schools from kindergarten to grade nine and prohibits the ownership or control of such schools by foreign entities. In addition, members of the board of directors or any other decision-making body at a private K-9 school must be Chinese nationals and must include representatives from the regulators, according to the Private Education Promotion Law. The new policy would also bar foreign investors from investing in China’s curriculum-based tutoring businesses through mergers and acquisitions, franchises, or variable interest entities (VIEs) arrangements, according to the new rules. VIEs are a commonly used structure to circumvent rules restricting foreign investment in certain industries. Accordingly, we do not expect to pursue a business combination with any educational companies in China in the compulsory education levels or in the private tutoring space that is covered by the recent regulations to mitigate our risks. Moreover, we would obtain an opinion from local counsel in China in connection with any such business combination to ensure our compliance with local regulations in place and any pending litigation.

 

If we enter into a business combination in China, we will be subject to risks related to its laws and regulations and the interpretation and implementation thereof.

 

If we enter into a business combination with a target company located in China, our business and operations, as well as those of our customers and suppliers in China, would be subject to the laws and regulations promulgated by relevant China’s governmental authorities, which is still in the process of developing a comprehensive set of laws and regulations in the course of its transformation from a centrally planned economy to a more free market oriented economy, which continually evolve and may evolve during or after our business combination. As the legal system in China is still in flux, laws and regulations or their interpretation may be subject to change. Likewise, any change in the political and economic policy of the government may also result in similar changes in the laws and regulations or their interpretation, which may adversely affect our operations and business in China. China’s legal system is a codified legal system comprising written laws, regulations, circulars, administrative directives, and internal guidelines as well as judicial interpretations. Decided cases do not form part of the legal structure of China and thus have no binding effect and so the administration of China’s laws and regulations may be subject to a certain degree of discretion by the authorities. This has resulted in the outcome of dispute resolutions not having the level of consistency or predictability as in other countries with more developed legal systems.

 

Due to such inconsistency and unpredictability, if we should be involved in any legal dispute in China, we may experience difficulties in obtaining legal redress or in enforcing our legal rights. From time to time, changes in law, registration requirements, and regulations or the implementation thereof may also require us to obtain additional approvals and licenses from China authorities for carrying out our operations in China, which would require us to incur additional expenses in order to comply with such requirements and in turn affect our financial performance with the increase in our business costs. Furthermore, there can be no assurance that approvals, registrations, or licenses will be granted to us promptly or at all. If we experience delays in obtaining or are unable to obtain such required approvals, registrations, or licenses, our operations and business in China, and hence our overall financial performance will be adversely affected.

 

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Risks Relating to the Post-Business Combination Company

 

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

 

Even if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing.

 

Accordingly, any 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.

 

The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

 

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

 

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

 

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

 

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

 

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

 

Risks Relating to Our Management Team

 

We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.

 

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

 

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

 

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management, director or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we 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. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

 

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

 

Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the initial business combination. Such negotiations would take place simultaneously with the negotiation of the initial business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the initial business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary duties under the Companies Act. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.

 

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

 

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

 

Following the completion of this offering and until we complete our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our sponsor, its members, and our officers and directors are, or may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business. We do not have employment contracts with our officers and directors that will limit their ability to work at other businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary duties under the Companies Act.

 

In particular, John Tan, our Chief Executive Officer and Chairman of the Board and Gilbert Loke, our Chief Financial Officer, may serve in the same or similar capacities in other businesses, which may present additional conflicts of interest in pursuing an acquisition target. These conflicts may not be resolved in our favor and a potential target business may be presented to such other blank check companies prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties under the Companies Act. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. For a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see the sections of this prospectus entitled “Management — Officers, Directors and Director Nominees,” “Management — Conflicts of Interest” and “Certain Relationships and Related Party Transactions.”

 

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Involvement of members of our management and companies with which they are affiliated in civil disputes and litigation, governmental investigations or negative publicity unrelated to our business affairs could materially impact our ability to consummate an initial business combination.

 

Our directors and officers and companies with which they are affiliated have been, and in the future will continue to be, involved in a wide variety of business affairs, including transactions, such as sales and purchases of businesses, and ongoing operations. As a result of such involvement, members of our management and companies with which they are affiliated in have been, and may in the future be, involved in civil disputes, litigation, governmental investigations and negative publicity relating to their business affairs.

 

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

 

We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive officers, 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, including the formation or participation in one or more other blank check companies. Accordingly, such persons or entities may have a conflict between their interests and ours.

 

The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in the best interests of our shareholders. If this were the case, it would be a breach of their fiduciary duties to us as a matter of the Companies Act and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. See “Description of Securities — Certain Differences in Corporate Law — Shareholders’ Suits” for further information on the ability to bring such claims. However, we might not ultimately be successful in any claim we may make against them for such reason.

 

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

 

Our warrants will be 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 to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least a majority of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

 

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

 

Our warrant agreement will provide 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.

 

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

  

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

 

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

 

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant; provided that the reported closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) 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 warrant holders and provided certain other conditions are met. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such ordinary shares under the blue-sky laws of the state of residence in those states in which the warrants were initially offered by us in this offering. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

 

The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of Class A ordinary shares received is capped at 0.50 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

 

Except as described elsewhere in this prospectus, none of the placement warrants will be redeemable by us as so long as they are held by our sponsor or its permitted transferees.

 

Risks Relating to Our Securities

 

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.

 

We intend to apply to have our units approved for listing on Nasdaq on or promptly after the date of this prospectus. Following the date that the Class A ordinary shares and warrants are eligible to trade separately, we anticipate that the Class A ordinary shares and warrants will be separately listed on Nasdaq. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels.

 

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Generally, we must maintain a minimum amount in shareholders’ equity (generally, $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share, our shareholders’ equity would generally be required to be at least $5.0 million, and we would be required to have a minimum of 300 round lot 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. If the Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

 

 a limited availability of market quotations for our securities;
   
 reduced liquidity for our securities;
   
 a determination that our Class A ordinary shares is 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;
   
 a limited amount of news and analyst coverage; and
   
 a decreased ability to issue additional securities or obtain additional financing in the future.

 

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our units and eventually our Class A ordinary shares and warrants will be listed on Nasdaq, our units, Class A ordinary shares and warrants will be covered securities. 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 be covered securities and we would be subject to regulation in each state in which we offer our securities, including in connection with our initial business combination.

 

Our sponsor paid an aggregate of $25,000, or approximately $0.01 per founder share (assuming the over-allotment option is exercised in full and thus no forfeiture by our sponsor of any founder shares) and accordingly, you will experience immediate and substantial dilution upon the purchase of our Class A ordinary shares.

 

The difference between the public offering price per share (allocating all of the unit purchase price to the Class A ordinary shares and none to the warrant included in the unit) and the pro forma net tangible book value per Class A ordinary shares after this offering constitutes the dilution to you and the other investors in this offering. Our sponsor acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon the closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and the other public shareholders will incur an immediate and substantial dilution of approximately 86.2% (or $8.62 per share, assuming no exercise of the underwriters’ over-allotment option), the difference between the pro forma net tangible book value per share of $1.38 and the initial offering price of $10.00 per unit. In addition, because of the anti-dilution rights of the founder shares, any equity or equity-linked securities issued or deemed issued in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares and would be exacerbated to the extent the public shareholders seek redemptions from the trust account.

 

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Since our sponsor paid only $25,000 approximately $0.01 per founder share (assuming the over-allotment option is exercised in full and thus no forfeiture by our sponsor of any founder shares), our officers and directors could potentially make a substantial profit even if we acquire a target business that subsequently declines in value.

 

On August 6, 2021, our sponsor acquired 2,875,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.01 per unit. The founder shares will be convertible into Class A ordinary shares at a ratio of one to one, as described elsewhere in this prospectus. Our officers and directors have a significant economic interest in our sponsor. As a result of the low acquisition cost of our founder shares, our sponsor, its affiliates and our management team could make a substantial profit even if we select and consummate an initial business combination with an acquisition target that subsequently declines in value or is unprofitable for our public shareholders. Thus, such parties may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their founder shares.

 

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

 

We will be issuing warrants to purchase 5,000,000 Class A ordinary shares (or up to 5,750,000 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full) as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing in placement warrants to purchase an aggregate of 180,265 placement units (or up to 199,015 placement units if the underwriters’ over-allotment option is exercised in full) Class A ordinary shares at $11.50 per share. Our initial shareholders currently own an aggregate of 2,875,000 founder shares, 375,000 of which are subject to forfeiture if the underwriters’ over-allotment option is not exercised in its entirety. The founder shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment as set forth herein. In addition, if our sponsor or an affiliate of our sponsor or certain of our officers and directors make any working capital loans, up to $3,000,000 of such loans may be converted into units, at the price of $10.00 per unit at the option of the lender. Such units would be identical to the placement units.

 

To the extent we issue Class A ordinary shares to effectuate an initial business combination, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants and conversion rights could make us a less attractive business combination vehicle to a target business. Any such issuance will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the initial business combination. Therefore, our warrants and founder shares may make it more difficult to effectuate an initial business combination or increase the cost of acquiring the target business.

 

The placement warrants including in the placement units are identical to the warrants sold as part of the units in this offering except that, so long as they are held by our sponsor or its permitted transferees, (i) they will not be redeemable by us, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until the later of 12 months from the closing of this offering or 30 days after the completion of our initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) the holders thereof (including with respect to Class A ordinary shares issuable upon exercise of such warrants) are entitled to registration rights.

 

Because each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

 

Each unit contains one-half of one redeemable warrant. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of an initial business combination since the warrants will be exercisable in the aggregate for one half of the number of shares compared to units that each contain a warrant to purchase one share, thus making us, we believe, a more attractive business combination partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if they included a warrant to purchase one share.

 

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A provision of our warrant agreement may make it more difficult for use to consummate an initial business combination.

 

If:

 

 (1)we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share;
   
 (2)the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and
   
 (3)the Market Value is below $9.20 per share,

 

then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger 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, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A ordinary shares equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This warrant provision may make it more difficult for us to consummate an initial business combination with a target business.

 

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

 

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

 

 the history and prospects of companies whose principal business is the acquisition of other companies;
   
 prior offerings of those companies;
   
 our prospects for acquiring an operating business at attractive values;
   
 a review of debt-to-equity ratios in leveraged transactions;
   
 our capital structure;
   
 an assessment of our management and their experience in identifying operating companies;
   
 general conditions of the securities markets at the time of this offering; and
   
 other factors as were deemed relevant.

 

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

 

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Due to certain provisions expected to be contained in our warrant agreement, the warrants may be treated as a derivative liability, which could cause us to recognize certain adverse changes to our financial statements from similar special purpose companies that do not have these provision.

  

Due to certain provisions expected to be contained in our warrant agreement, both the public warrants and the placement warrants may be treated as a derivative liability and if so we will be required to record the fair value of each warrant as a liability in accordance with the guidance contained in ASC 815-40. As a result, each quarter, we will be required to determine the fair value of each warrant and record the change on the value of the warrants from the prior quarter as a gain or a loss on our income statement, which will change the value of the liability for the warrants on our balance sheet. This accounting treatment could cause the market to react negatively to our financial performance and the obligation of a company with which we pursue our initial business combination to continue this accounting treatment could make it less likely that we will be able to consummate our initial business combination.

 

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

 

Our amended and restated memorandum and articles of association authorizes the issuance of up to 100,000,000 Class A ordinary shares, par value $0.0001 per share, 10,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. Immediately after this offering, there will be 10,360,530 Class A ordinary shares (including 360,530 placement shares) issued and outstanding (assuming, in each case, that the underwriters have not exercised their over-allotment option) and 89,639,470 authorized but unissued Class A ordinary shares and 7,500,000 Class B ordinary shares available for issuance, which amount does not take into account the Class A ordinary shares reserved for issuance upon exercise of outstanding warrants or the Class A ordinary shares issuable upon conversion of founder shares. Immediately after the consummation of this offering, there will be no preference shares issued and outstanding. Founder shares are convertible into Class A ordinary shares initially at a one-for-one ratio but subject to adjustment as set forth herein, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related to our initial business combination.

 

We may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination (although our amended and restated memorandum and articles of association will provide that we may not issue additional shares that would entitle the holders thereof to receive funds from the trust account or vote on any initial business combination or on matters related to our pre-initial business combination activity. We may also issue Class A ordinary shares upon conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. However, our amended and restated memorandum and articles of association will provide, among other things, that prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account, (ii) vote on any initial business combination or (iii) vote on matters related to our pre-initial business combination activity. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with the approval of our shareholders. However, our executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (subject to a six month extension of time) 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 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 (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.

 

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The issuance of additional ordinary or preference shares:

 

 may significantly dilute the equity interest of investors in this offering;
 may subordinate the rights of holders of ordinary shares if preference shares is issued with rights senior to those afforded our ordinary shares;
 could cause a change of control if a substantial number of our 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
 may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.

 

There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

 

There is currently no market for our securities. Shareholders therefore have no access to information about prior market history on which to base their investment decision. Following this offering, the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 pandemic. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

 

An investment in this offering may result in uncertain or adverse U.S. federal income tax consequences.

 

An investment in this offering may result in uncertain U.S. federal income tax consequences. For instance, it is unclear whether the redemption rights with respect to our Class A 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. See “United States Federal Income Tax Considerations” below for a summary of the material U.S. federal income tax consequences of an investment in our securities. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our securities.

 

General Risk Factors

  

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

  

We are a recently incorporated company incorporated under the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we do not complete our initial business combination, we will never generate any operating revenues.

  

Past performance by our sponsor and our management team and their affiliates and businesses referred to herein, may not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire.

 

Information regarding past performance of our sponsor and our management team and their affiliates including companies related thereto is presented for informational purposes only. Any past experience and performance of our sponsor and our management team and their affiliates or the other companies referred to herein is not a guarantee either (1) that we will be able to successfully identify a suitable candidate for our initial business combination or (2) of any results with respect to any initial business combination we may complete. You should not rely on the historical record of our sponsor and our management team and their affiliates or the performance of the other companies referred to herein as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. An investment in us is not an investment in our sponsor and our management team and their affiliates, nor the other companies referred to in this prospectus.

  

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

 

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

  

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

 

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the Market Value of our Class A ordinary shares held by non-affiliates equals or exceeds $700.0 million as of any June 30th 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.

 

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

 

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our Class A ordinary shares held by non-affiliates did not equal or exceed $250.0 million as of the prior June 30, or (2) our annual revenues did not exceed $100.0 million during such completed fiscal year and the market value of our Class A ordinary shares held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30.

  

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

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

 

 our ability to complete our initial business combination;
   
 our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
   
 our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic;
   
 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 ability of our officers and directors to generate a number of potential investment opportunities;
   
 our public securities’ potential liquidity and trading;
   
 the lack of a market for our securities;
   
 negative interest rate for securities in which we invest the funds held in the trust account;
   
 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 following this offering.

 

The forward-looking statements contained in this prospectus 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 prospectus 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.

 

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USE OF PROCEEDS

 

We are offering 10,000,000 public shares at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the placement units will be used as set forth in the following table.

 

  

Without Over- Allotment

Option

  Over-Allotment Option Fully Exercised 
Gross proceeds        
Gross proceeds from public shares offered to public(1) $100,000,000  $115,000,000 
Gross proceeds from placement units offered in the private placement  3,605,300   3,980,300 
         
Total gross proceeds  103,605,300   118,980,300 
         
Estimated offering expenses(2)        
Underwriting commissions (1.50% of gross proceeds from public shares offered to public, excluding deferred portion)(3)  1,500,000   1,725,000 
         
Legal fees and expenses  140,000   140,000 
Accounting fees and expenses  40,000   40,000 
SEC filing fees and expenses  12,550   12,550 
FINRA filing fees and expenses  17,750   17,750 
Nasdaq filing fees and expenses  75,000   75,000 
Printing and engraving expenses  5,000   5,000 
Reimbursement to underwriters for expenses  100,000   100,000 
Miscellaneous expenses  15,000   15,000 
         
Total offering expenses (excluding underwriting commissions)  405,300   405,300 
Proceeds after offering expenses  101,700,000   116,850,000 
         
Held in trust account(3)  101,000,000   116,150,000 
% of public offering size  101%  101%
Not held in trust account $700,000  $700,000 

 

The following table shows the expected use of the approximately $700,000 of net proceeds not held in the trust account.(4)

 

  Amount  % of Total 
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(5) $290,000   41.4%
Legal and accounting fees related to regulatory reporting obligations  60,000   8.6%
Payment for office space, utilities and secretarial and administrative support ($10,000 per month for 12 months (subject to a six month extension of time))  180,000   25.8%
Working capital to cover miscellaneous expenses (including franchise taxes)  20,000   2.8%
Director and Officer liability insurance premiums  150,000   21.4%
Total $700,000   100.00%

 

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(1)Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination.
(2)In the event that offering expenses are less than set forth in this table, any such amounts will be used for post-closing working capital expenses. In the event that the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the trust account.
(3)The underwriters have agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, $3,500,000, which constitutes the underwriters’ deferred commissions (or $4,025,000 if the underwriters’ over-allotment option is exercised in full) will be paid to the underwriters from the funds held in the trust account, see “Underwriting.” The remaining funds, less amounts released to the trustee to pay redeeming shareholders will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions.
(4)These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 180 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. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $101,000 per year; however, we can provide no assurances regarding this amount.
(5)Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing.

 

Of the proceeds we receive from this offering and the sale of the placement units described in this prospectus, $101,000,000 ($10.10 per unit), or $116,500,000 if the underwriters’ over-allotment option is exercised in full ($10.10 per unit), will be deposited into a segregated trust account located in the United States with J.P. Morgan Securities LLC and with Continental Stock Transfer & Trust Company acting as trustee, and $405,300 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released until the earliest to occur of (a) the completion of our initial business combination; (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) 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 period to consummate the initial business combination or (ii) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity; and (c) the redemption of all of our public shares if we have not completed our initial business combination within the period to consummate the initial business combination, subject to applicable law. Based on current interest rates, we expect that interest income earned on the trust account (if any) will be sufficient to pay our income and franchise taxes.

 

The net proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately complete our initial business combination. 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 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. There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination.

 

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We believe that amounts not held in trust, together with funds available to us from loans from our sponsor, will be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective acquisition, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of a business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. If we are required to seek additional capital, we could seek such additional capital through loans or additional investments from our sponsor, members of our management team or their respective affiliates, but such persons are not under any obligation to advance funds to, or invest in, us.

 

On July 8, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. As of August 8, 2021, we have borrowed $84,442 under the promissory note with our sponsor. This loan is non-interest bearing, unsecured and amounts drawn are due at the earlier of December 31, 2021, or the closing of this offering. The loan will be repaid upon the closing of this offering out of the offering proceeds not held in the trust account.

 

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we intend to repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans would be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of 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 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 initial shareholders, directors, officers, advisors or their respective affiliates may purchase shares in privately negotiated transactions either prior to or following the completion of our initial business combination. 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. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed or if such purchases are prohibited by Regulation M 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.

 

We may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules) and the agreement for our initial business combination may require as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights so that we cannot satisfy the net tangible asset requirement or any net worth or cash requirements, we would not proceed with the redemption of our public shares or the initial business combination, and instead may search for an alternate business combination.

 

A public shareholder will be entitled to receive funds from the trust account only upon the earliest to occur of: (a) our completion of an initial business combination, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) 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 period to consummate the initial business combination or (ii) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity and (c) the redemption of our public shares if we have not completed our initial business combination within the period to consummate the initial business combination, subject to applicable law and as further described herein and any limitations (including but not limited to cash requirements) created by the terms of the proposed business combination. In no other circumstances will a public shareholder have any right or interest of any kind to or in the trust account.

 

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Our sponsor, directors and each member of our management have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination. In addition, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to any founder shares held by it if we do not complete our initial business combination within the prescribed time frame. However, if our sponsor or any of our officers, directors or affiliates acquires public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we do not complete our initial business combination within the prescribed time frame.

 

DIVIDEND POLICY

 

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

 

DILUTION

 

The difference between the public offering price per Class A ordinary shares, assuming no value is attributed to the warrants included in the units we are offering pursuant to this prospectus or the placement warrants, and the pro forma net tangible book value per Class A ordinary shares after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale and exercise of warrants, including the placement warrants, which would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of Class A ordinary shares which may be redeemed for cash), by the number of outstanding Class A ordinary shares.

 

As of August 8, 2021, our net tangible book deficit was $88,755, or approximately $0.03 per ordinary share. After giving effect to the sale of 10,000,000 Class A ordinary shares included in the units we are offering by this prospectus (or 11,500,000 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full), the sale of the placement units and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value at August 8, 2021 would have been $5,000,001, or approximately $1.38 per share (or $1.22 per share if the underwriters’ over-allotment option is exercised in full), representing an immediate increase in net tangible book value (as decreased by the value of the approximately 9,229,322 Class A ordinary shares that may be redeemed for cash, or 10,677,342 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full) of $1.41 per share (or $1.25 per share if the underwriters’ over-allotment option is exercised in full) to our initial shareholders as of the date of this prospectus and dilution to public shareholders from this offering will be $8.62 per share (or $8.78 if the underwriters’ over-allotment option is exercised in full).

 

The following table illustrates the dilution to the public shareholders on a per-share basis, assuming no value is attributed to the warrants included in the units or the placement warrants:

 

  No exercise of over-allotment option  Exercise of over-allotment option in full 
Public offering price     $10.00      $10.00 
Net tangible book value before this offering $(0.03)     $(0.03)    
Increase attributable to public shareholders and sale of the placement warrants  1.41       1.25     
Pro forma net tangible book value after this offering      1.38       1.22 
Dilution to public shareholders     $8.62      $8.78 
Percentage of dilution to public shareholders     86.2%     87.8%

 

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For purposes of presentation, our pro forma net tangible book value after this offering is $5,000,001 (or $5,000,001 if the underwriters exercise their over-allotment option in full) less than it otherwise would have been because if we effect our initial business combination, the conversion rights of the public shareholders (but not our insiders) may result in the conversion or tender of up to 9,229,322 shares (or 10,677,342 shares if the underwriters exercise their over-allotment option in full) shares sold in this offering.

 

The following table sets forth information with respect to our initial shareholders and the public shareholders:

 

  Shares Purchased  Total Consideration  

Average Price

Per

Share

 
  Number  Percentage  Amount  Percentage    
Initial Shareholders(1)  2,500,000   19.44% $25,000   0.02% $0.010 
Holders of placement shares(2)  360,530   2.8%  3,605,300   3.48%  10.00 
Public Shareholders  10,000,000   77.76%  100,000,000   96.50% $10.00 
   12,860,530   100.0% $103,630,300   100.0%    

 

(1)

 

Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of an aggregate of 375,000 founder shares held by our sponsor.
  
(2)Assumes no exercise of the underwriters’ over-allotment option

 

The pro forma net tangible book value per unit after the offering (assuming that the underwriters’ over-allotment option is not exercised) is calculated as follows:

 

  Without Over-
allotment
  With Over-
allotment
 
Numerator:        
Net tangible book deficit before this offering $(88,755) $(88,755)
Net proceeds from this offering and sale of the placement units, net of expenses(1)  101,700,000   116,850,000 
Plus: Offering costs paid in advance, excluded from tangible book value  104,911   104,911 
Less: Deferred underwriting commissions  (3,500,000)  (4,025,000)
Less: Proceeds held in trust subject to redemption to maintain net tangible assets of $5,000,001(2)  (93,216,155)  (107,841,155)
         
  $5,000,001  $5,000,001 
Denominator:        
         
Class B ordinary shares outstanding prior to this offering  2,875,000   2,875,000 
Class B ordinary shares forfeited if over-allotment is not exercised  (375,000)   
Class A ordinary shares included in the units offered(3)  10,000,000   11,500,000 
Ordinary shares included in the placement units offered  360,530   398,030 
Less: Shares subject to redemption  (9,229,322)  (10,677,342)
   3,631,208   4,095,688 

 

95
 

 

(1)Expenses applied against gross proceeds include offering expenses of $405,300 and underwriting commissions of $3,500,000 or $4,025,000 if the underwriters exercise their over-allotment option (excluding deferred underwriting fees). See “Use of proceeds.”
(2)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 initial shareholders, directors, executive officers, advisors or their respective affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of Class A ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per unit. See “Proposed Business — Permitted Purchases of Our Securities.”

 

CAPITALIZATION

 

The following table sets forth our capitalization on August 8, 2021, and as adjusted to give effect to the filing of our amended and restated memorandum and articles of association, the sale of our units in this offering and the sale of the placement units and the application of the estimated net proceeds derived from the sale of such securities assuming no exercise by the underwriters of their over-allotment option:

 

  August 8, 2021 
  Actual  As Adjusted 
Promissory notes payable to related party $84,442  $ 
Deferred underwriting commissions     3,500,000 
Shareholders’ equity:        
Class A ordinary shares, $0.0001 par value, 100,000,000 shares authorized; -0- and 9,229,322 shares are subject to possible redemption, respectively(1)     93,216,155 
Preference shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted      
Class A ordinary shares, $0.0001 par value, 100,000,000 shares authorized; -0- and 1,131,208 shares issued and outstanding, actual and as adjusted, respectively     113 
Class B ordinary shares, $0.0001 par value, 10,000,000 shares authorized, 2,875,000 and 2,500,000 shares issued and outstanding, actual and as adjusted, respectively(2)  288   250 
Additional paid-in capital  24,712   5,008,482 
Accumulated deficit  (8,844)  (8,844)
Total shareholders’ equity $16,156  $5,000,001 
Total capitalization $100,598  $101,716,156 

 

(1)Upon the completion of our initial business combination, we will provide our shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account 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, subject to the limitations described herein whereby our net tangible assets will be maintained at a minimum of $5,000,001 after payment of underwriters’ fees and commissions and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed initial business combination.
(2)Actual share amount is prior to any forfeiture of founder shares by our sponsor and as adjusted amount assumes no exercise of the underwriters’ over-allotment option.

 

96
 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview

 

We are a blank check company incorporated on July 8, 2021, as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the units, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

 

The issuance of additional shares in connection with a business combination to the owners of the target or other investors:

 

 may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in our founder shares resulted in the issuance of our Class A ordinary shares on a greater than one-to-one basis upon conversion of our founder shares;
   
 may subordinate the rights of holders of our Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
   
 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;
   
 may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

 

 may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.
   
 Similarly, if we issue debt securities, or otherwise incur significant debt, it could result in:
   
 default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
   
 acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
   
 our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
   
 our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
   
 our inability to pay dividends on our ordinary shares;
   
 using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, our ability to pay expenses, make capital expenditures and acquisitions and fund other general corporate purposes;
   
 limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
   
 increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
   
 limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements and execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

 

97
 

 

As indicated in the accompanying financial statements, as of August 8, 2021, we had $25,598 in cash and deferred offering costs of $104,911. Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

 

Critical Accounting Policies and Estimates

 

Deferred offering costs consist of underwriting, legal and other expenses incurred through the balance sheet date that are directly related to the proposed public offering and that will be charged to shareholders’ equity upon the completion of the proposed public offering. Should the proposed public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

  

Results of Operations and Known Trends or Future Events

  

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering.

  

Liquidity and Capital Resources

  

Our liquidity needs will be satisfied prior to the completion of this offering through receipt of $25,000 from the sale of the founder shares and an aggregate of up to $300,000 in loans available from our sponsor under an unsecured promissory note executed on July 8, 2021, and due at the earlier of December 31, 2021, or the closing of this offering. As of August 8, 2021, we had borrowed $84,442 under this promissory note. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management’s plans to address this uncertainty through this offering are discussed above. We cannot assure you that our plans to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

 

We estimate that the net proceeds from (i) the sale of the units in this offering, after deducting offering expenses of approximately $405,300, underwriting commissions of $1,500,000 (or $1,725,000 if the underwriters’ over-allotment option is exercised in full) (excluding deferred underwriting commissions of $3,500,000 (or $4,025,000 if the underwriter’s over-allotment option is exercised in full)), and (ii) the sale of the placement units for a purchase price of approximately $3,605,300 (or approximately $3,980,300 if the over-allotment option is exercised in full), will be $101,700,000 (or $116,850,000 if the underwriter’s over-allotment option is exercised in full). Of this amount, $101,000,000 (or $116,150,000 if the over-allotment option is exercised in full) will be held in the trust account. The remaining $700,000 will not be held in trust. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 180 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.

 

The remaining approximately $700,000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of $405,300, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $405,300, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

 

98
 

 

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less taxes payable and deferred underwriting commissions), to complete our initial business combination. We may withdraw interest income (if any) to pay our taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. Based on assumed interest rates, we expect that the interest income earned on the amount in the trust account (if any), will be sufficient to pay our income and franchise taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

 

Prior to the completion of our initial business combination, we will have available to us the approximately $700,000 of proceeds held outside the trust account, as well as certain funds from loans from our sponsor. We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

 

We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business prior to our initial business combination, other than funds available from loans from our sponsor. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we will repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of 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.

 

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we will repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment. Up to $3,000,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units. The terms of such loans by our sponsor, officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of 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.

 

We expect our primary liquidity requirements during the 12-month period subsequent to our IPO to include approximately $290,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations; $60,000 for legal and accounting fees related to regulatory reporting requirements; $180,000 for office space, utilities and secretarial and administrative support; $150,000 for Director and Officer liability insurance premiums; and approximately $20,000 for working capital that will be used for miscellaneous expenses and reserves.

 

These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

 

99
 

 

We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we do not complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

 

Controls and Procedures

 

We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2022. Only in the event that we are deemed to be a large-accelerated filer or an accelerated filer and no longer an emerging growth company would we be required to comply with the independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.

 

Prior to the closing of this offering, we have not completed an assessment, nor have our auditors tested our systems, of our internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as:

 

 staffing for financial, accounting and external reporting areas, including segregation of duties;
   
 reconciliation of accounts;
   
 proper recording of expenses and liabilities in the period to which they relate;
   
 evidence of internal review and approval of accounting transactions;
   
 documentation of processes, assumptions and conclusions underlying significant estimates; and
   
 documentation of accounting policies and procedures.

 

Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

 

Once our management’s report on internal controls is complete, we will retain our independent registered public accounting firm to audit and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent registered public accounting firm may identify additional issues concerning a target business’s internal controls while performing their audit of internal control over financial reporting.

 

100
 

 

Quantitative and Qualitative Disclosures about Market Risk

 

The net proceeds of this offering and the sale of the placement units held in the trust account will be invested in U.S. government treasury obligations with a maturity of 180 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. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. However, if the interest rates of U.S. Treasury obligations become negative, we may have less interest income available to us for payment of taxes, and a decline in the value of the assets held in the trust account could reduce the principal below the amount initially deposited in the trust account.

 

Related Party Transactions

 

On August 6, 2021, our sponsor purchased 2,875,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.01 per share. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. Prior to the completion of this offering, our sponsor will transfer a certain amount of founder shares to each of our independent director nominees at their original purchase price.

 

We may reimburse our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, for any out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. In addition, our sponsor transferred a total of 45,000 founder shares pursuant to executed securities assignment agreements, effective as of August 6, 2021, among our Chief Financial Officer and each of our three independent director nominees at their original purchase price. Also on August 6, 2021, our sponsor transferred 5,000 Class B ordinary shares each to Juan Fernandez, Victor Chua, Dr. Eva Law, Puan Chan Cheong, Ye Xiang, and Hans-Peter Ressel, each of whom are members of our advisory board in connection with our potential future potential business combination.

 

Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their respective affiliates and will determine which fees and expenses and the amount of expenses that will be reimbursed. Except as noted above, there is no cap or ceiling on payments that may be made to our sponsor, officers, directors or any of their respective affiliates.

 

Our sponsor has agreed to loan us up to $300,000 pursuant to an executed promissory note effective as of July 8, 2021, to be used for a portion of the expenses of this offering. As of August 8, 2021, we have borrowed $84,442 under the promissory note with our sponsor. The loan is non-interest bearing, unsecured and due at the earlier of December 31, 2021, or the closing of this offering. The loan will be repaid upon the closing of this offering. The value of our sponsor’s interest in this transaction corresponds to the principal amount outstanding under any such loan.

 

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we will repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $3,000,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of 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.

 

101
 

 

Our sponsor has agreed to purchase an aggregate of 360,530 placement units (or up to 398,030 placement units if the over-allotment option is exercised in full if the underwriters’ over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each placement unit consists of one Class A ordinary share and one-half of one warrant, each whole warrant entitles the holder thereof to purchase one Class A ordinary shares at a price of $11.50 per share. The warrants will become exercisable commencing on the later of 12 months from the closing of this offering or 30 days after the completion of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

 

Our sponsor will be permitted to transfer the placement units and components securities held by them to certain permitted transferees, including our officers and directors and other persons or entities affiliated with or related to them, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as our sponsor. The placement warrants will be non-redeemable so long as they are held by our sponsor or its permitted transferees. The placement warrants may also be exercised by our sponsor and its permitted transferees for cash or on a cashless basis. Otherwise, the placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering, including as to exercise price, exercisability and exercise period.

 

Pursuant to a registration rights agreement we will enter into with our initial shareholders on or prior to the closing of this offering, we may be required to register certain securities for sale under the Securities Act. These holders, and holders of units issued upon conversion of working capital loans, if any, are entitled under the registration rights agreement to make up to two demands that we register certain of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration statements filed by us. We will bear the costs and expenses of filing any such registration statements. See the section of this prospectus entitled “Certain Relationships and Related Party Transactions.”

 

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

 

As of August 8, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus, as we have not conducted any operations to date.

 

JOBS Act

 

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

 

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

 

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PROPOSED BUSINESS

 

General

 

We are a newly incorporated blank check company established 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, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target with respect to an initial business combination with us.

 

While we may pursue a target in any industry, section or geography, we intend to seek a target in the commodities space that will be able to capitalize on a number of major global trends, including (1) the continued push towards decarbonization, vehicle electrification, and other clean energy initiatives; and (2) the strong demand for commodities as economies continue to reopen, complemented by increased interest in adding certain commodities to investment portfolios. Collectively, these trends may contribute to a new “commodities super-cycle” or decades-long period where commodities trade above their historical price trends due to their heightened demand across a broad range of applications, as well as insufficient supply to meet such demand.

 

We intend to capitalize on our management team’s significant expertise and experience in the commodities space that has been cultivated over the past four decades. Our diverse, complementary management team has a proven track record of sourcing and executing deals in the commodities space, as well as direct experience in operating and managing commodities companies, especially in the Asia Pacific region. Our management team also has a strong network in the industry and a deep understanding of the most pressing trends in the space. We believe that these factors will benefit our ability to search for, and conduct rigorous due diligence on, a high-quality target company.

 

Our Management Team

 

Our management team is led by John Tan, our Chief Executive Officer and Chairman of the Board, who has been leading the Asia-Pacific (APAC)-focused Hong Kong-headquartered private equity investment group with AUM exceeding $500 million, and Gilbert Loke, our Chief Financial Officer, who brings extensive accounting and financial experience including several dozens of IPOs; their summary biographies and those of our independent director nominees and advisors appear in the following narrative.

 

John Tan Honjian, Chief Executive Officer and Chairman of the Board

 

Mr. Tan brings extensive experience as a corporate strategist and private equity investor who brings significant legal experience with local and cross-border corporate mergers and acquisitions, corporate joint ventures and strategic alliances, foreign investment, private equity and venture capital deals, private fund establishment and structuring for private equity fund and venture capital funds, project financing, structuring of investment deals for high net-worth family offices, strategic structuring of business deals, and property transactions for both corporate and individual clients.

 

Since January 2015, Mr. Tan has served as Chairman and CEO of AEI Capital Group located in Hong Kong, Kuala Lumpur and Shenzhen, where he lead the Asia-Pacific-focused private equity investment group with AUM exceeding USD $500 million with the support of a seasoned team backed by diverse experience in more than 100 M&A transactions, exceeding 50 private equity deals and above 20 IPO exercises in major financial centers such as New York, Hong Kong, Singapore, Sydney and Kuala Lumpur. AEI Capital Group specializes in late-stage, pre-IPO investments, merger and acquisition/joint venture transactions, private equity/venture capital deals, private investment in public equity (PIPE), hedge fund portfolio, private fund structuring, and buy-out of high growth small and medium-sized enterprises and tech ventures, with preferred exit via IPO on global stock exchanges such as HKEX, ASX and NASDAQ. AEI Capital Group received the award of Best Private Equity Firm (East Asia) in Fund Awards 2021 granted by Wealth & Finance International (WFI).

 

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Since January 2016, Mr. Tan has served as a Partner with Ng, Gan and Partners in Kuala Lumpur, Malaysia and has served as President of AEI Tech Venture Group where he provides board-level guidance to this tech venture builder with an in-house early-stage investment arm that co-builds digital business units of established mid-sized pre-IPO companies under AEI Capital’s investment portfolio.

 

Since January 2017, Mr. Tan has served as President for Ashita Group in Malaysia where he chairs the Strategic Planning Committee on the Board of this corporate group exceeding billion-dollar annual turnover and provides board-level guidance and leadership for the capitalization, strategization and digitization while catalyzing the Ashita Group’s tremendous topline growth by 400% within 5 years to get very close to the milestone of second-billion turnover soon, steering valuation of the Group to jump by 1600% within 5 years in private markets. Mr. Tan joined the Board after AEI Capital became the largest institutional investor in Ashita Group.

 

Since January 2020, Mr. Tan has served as co-President, Investment Banking Services Group at European Credit Investment Bank Ltd. where he leads its offshore investment banking services group to serve small-mid cap listed companies across Asia Pacific whose capital market needs are still mostly underserved by onshore investment banks and global institutional investors. Mr. Tan has served on the board of directors of various high growth companies across Asia Pacific and acted as the Board advisor to various public listed companies across Asia Pacific.

 

Earlier in his career, Mr. Tan specialized in mergers and acquisitions, capital markets and private equity as a common law-qualified cross-border corporate lawyer at Rajah and Tann Singapore LLP, the largest law firm in ASEAN, headquartered in Singapore, with affiliate offices in Cambodia, China, Indonesia, Laos, Malaysia, Myanmar, Philippines, Thailand and Vietnam, and founded in 1976. Mr. Tan also served as the regional counsel for a Fortune 100 Company in charge of the ASEAN and South Asia regions. Mr. Tan has received the honor of Global Innovator Award 2018 in Finance and Investment Category by Global SME Alliance, United Nations due to his significant contribution on ASEAN-plus-China One-Belt-One-Road private equity investment thesis. Mr. Tan spoke as a Panel Speaker in Global SME Summit alongside with global leaders such as France ex-Prime Minister Mr. Jean-Pierre Raffarin and China ex-Vice Premier Mdm. Wu Gui Xian. Mr. Tan completed his Master of Business Administration (MBA) Essentials Programme at the London School of Economics and Political Science (LSE), with Executive Program completed at University of Oxford on Blockchain Strategy.

 

Gilbert Loke (Che Chan), Chief Financial Officer and Director

 

Mr. Loke brings extensive experience in the financial industry, with an emphasis on corporate and private banking. Mr. Loke has served as the Chairman and Chief Financial Officer of Greenpro Capital Corp (NASDAQ:GRNQ) since July 2019 and as Chief Financial Officer and Executive Director of Greenpro Venture Capital Ltd. since its inception on July 19, 2013. Mr. Loke has extensive knowledge in accounting and has been an accountant for more than 30 years. He was trained and qualified with UHY (formerly known as Hacker Young), Chartered Accountants, one of the large accounting firms based in London, England between 1980 and 1988. His extensive experience in auditing, accounting, taxation, SOX compliance and corporate listing has prompted him to specialize in corporate advisory, risk management and internal controls serving those small medium-sized enterprises.

 

From September 1999 until June 2013, Mr. Loke served as an adjunct lecturer in ACCA P3 Business Analysis at HKU SPACE (HKU School of Professional and Continuing Education), which is an extension of the University of Hong Kong and provides professional and continuing education. Mr. Loke worked as an independent, non-executive director of ZMay Holdings Limited, a public company listed on the Hong Kong Stock Exchange from January 2008 to July 2008, as Chief Financial Officer for Asia Properties Inc. from May 31, 2011 to March 28, 2012, and Sino Bioenergy Inc., with both companies listed on the OTC Markets in the United States from 2011 to 2012. Mr. Loke has served as the Chief Executive Officer and a director of Greenpro Resources Corporation since October 16, 2012. He has also served the Chief Executive Officer and a director of Moxian Corporation from October 2012 until December 2014. Mr. Loke served as an independent director of Odenza Corp. from February 2013 to May 2015. He has also served as the Chief Financial Officer, Secretary, Treasurer, and a director of CGN Nanotech, Inc. from September 4, 2014 to September 28, 2016.

 

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Mr. Loke served as director of Greenpro Talents Ltd. from November 16, 2015 to June 6, 2017, and as director of GC Investment Management Limited, which is the investment manager of Greenpro Asia Strategic SPC, since April 6, 2016. Mr. Loke earned his Masters of Business Administration degree (MBA) from Bulacan State University, Philippines, and earned his professional accountancy qualifications from the ACCA, AIA and HKICPA. He also earned other professional qualifications from the HKICS, ICSA as Chartered Secretary, FPAM - Malaysia as a Certified Financial Planner, ATIHK as tax adviser in Hong Kong and CWM Institute as Chartered Wealth Manager in Hong Kong. Mr. Loke brings to the board of directors accounting and financial expertise and business leadership.

 

Our Independent Director Nominees

 

Andy Chow (Siu Hang), Independent Director Nominee, Chair of the Audit Committee, Member of the Compensation Committee and Member of the Corporate Governance and Nominating Committee

 

Mr. Chow brings more than 20 years of investment banking and financial experience and is currently Chief Executive Officer and in charge of investment banking of Eddid Capital Ltd. (Hong Kong SFC-licensed investment bank) since May 2020, where he has led and actively participated in various large-scale Hong Kong listings, financial advisory, equity and bond placements and underwritings, domestic and overseas mergers and acquisitions, corporate restructurings, pre-IPO investments and other projects, raising more than US$50 billion in the aggregate. He also currently sits on the board of directors of Eddid Special Portfolio Investment Fund SPC since October 2020, Hong Kong-listed Yincheng Life Service Co. Ltd. (1922:HK) since June 2018, is a member of the audit committee of the board of Yincheng International Holding Co. Ltd. (1902:HK) and Ziyuanyuan Holdings Group Ltd. (8223:HK) since October 2019, in the capacity of independent director on each board.

 

Mr. Chow served in management positions in many large-scale Chinese and Hong Kong listed investment banks, including the managing director of Investment Banking Department of Essence International, the managing director and head of Investment Banking Department of CASH Financial Services Group, the managing director and head of Corporate Finance Department of CEB International, the executive director of Corporate Finance Department of Bank of Communications International, the associate director of Corporate Finance Department of Bank of China International and the manager of Corporate Finance Department of Haitong International. Mr. Chow has completed multiple IPOs on the Hong Kong Main Board involving numerous asset classes including financial technology, financial services, healthcare and pharma, industrial and engineering, environmental, food and beverage, REITs, real estate and construction, and coal.

 

Mr. Chow graduated from City University of Hong Kong with a Bachelor’s Degree in Accounting. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants.

 

Dr. Li Zhong Yuan, Independent Director Nominee, Chair of the Compensation Committee, Member of the Audit Committee and Member of the Corporate Governance and Nominating Committee

 

Dr. Li brings nearly 30 years of financial services experience including bringing mathematics to the process of investment successfully. From June 2016 to July 2021, Dr. Li has served as the Executive Chairman of Pan Asia Data Holdings Inc. (1561:HK), listed on Hong Kong Main Board. Dr. Li is currently the Chairman of the Board of Beijing Universal Medical Assistance Co. Ltd. and sits on the board of directors of Essenlix Corporation. Previously, Dr. Li occupied the position of Executive Director at China Health Group Limited (673:HK) since 2001 until June 2016. Dr Li is also a member of the international Advisory Board of the University of California at San Diego’s School of Global Policy and Strategy and its 21st Century China Center’s China Leadership Board member. Prior to that, Dr. Li held senior positions with a number of major international investment banks on Wall Street, including Bankers Trust Company, Salomon Brothers and IBJ Asia Limited and has extensive experience in capital raising and risk management and innovatively structured financial products until starting his own independent businesses in 2000 including incubating and driving up innovative service ventures from scratch to successful exit as anchor principal. In late 1996, Dr. Li was in charge of building up capital markets and derivative businesses in multi-asset classes in Northern Asia and was a director of Rabobank International before setting up a financial and technology investment firm.

 

Dr. Li is experienced in financial services and algorithmic technology and economy. Dr. Li has held roles as member of boards of directors and advisory boards of several innovative enterprises globally. Dr. Li received a doctorate (Ph.D.) from the University of Michigan in mathematics in 1990 and subsequently worked as an Assistant Professor of Mathematics at the Massachusetts Institute of Technology, the USA (“MIT”), where he was consecutively awarded research grants from the National Science Foundation.

 

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Christopher Clower, Independent Director Nominee, Chair of the Corporate Governance and Nominating Committee, Member of the Audit Committee and Member of the Compensation Committee

 

Mr. Clower has been in the financial industry for approximately 27 years, and has raised more than $4 billion in capital for his clients. Mr. Clower co-founded, and built PT Manoor Bulatn Lestari, an Indonesian resource company, and sold it for more than $120 million and achieved 30x return on investment in two years for himself and his investors. Mr. Clover serves as the Chief Operating Officer of Welbsach Holdings Pte Ltd. of Singapore since April 2021, as Director of N51 Capital Management Pte Ltd. since February 2021, as Director of BetShop Pte Ltd. since February 2021, as a Director of Argo Lake Management Pte Ltd. since November 2020, Chief Executive Officer, Director of Tiger Tech Acquisition Corp Pte Ltd. since October 2020. He also serves as Director of Batavia Prosperindo Premium Pte Ltd. since February 2017 and non-executive director for Malacca Trust Pte Ltd. since February 2015 and Director of Batavia Prosperindo Premium Pte Ltd. since February 2017 and Commissioner of PT Batavia Prosperindo Asset Management since January 2014.

 

Previously, Mr. Clower was Managing Director and Head of Corporate Finance for Southeast Asia at Merrill Lynch for 11 years when he left the firm in 2009. Mr. Clower sits on a number of boards of financial services and financial technology companies in Southeast Asia, including PT Batavia Prosperindo Finance Tbk, an Indonesian consumer finance company, listed on the Indonesia Stock Exchange and regulated by OJK, the Indonesia Government financial regulatory authority. Mr. Clower also continues to advise on and invest in deals with a network of private investors, and helps build companies, primarily in Southeast Asia.

 

Prior to Merrill Lynch, Mr. Clower was with Deutsche Bank investment banking in Singapore and Bankers Trust investment banking in New York and Chicago. Mr. Clower has a bachelor of science degree in Nuclear Engineering from Northwestern University through a US military scholarship, and an MBA with Honors from University of Chicago.

 

Our independent director nominees have experience in public company governance, executive leadership, operational oversight and capital markets experience. Our directors also have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates as well as following the completion of our initial business combination.

 

Our Strategic Advisory Board

 

In addition to our management team described above, we have assembled a highly differentiated strategic advisory board. Members of our strategic advisory board have a wide range of experience in the e-commerce, manufacturing, online retail, marketing technology, etc., and experience in the greater China and Asia Pacific region and will advise our sponsor in connection with the identification, evaluation, negotiation and consummation with respect to potential business combination targets.

 

Juan Fernandez, Chief Executive Officer of Genesis Unicorn Acquisition Corp and is an advisor to another SPAC, Benessere Capital Acquisition Corp, which completed its IPO in January 2021. Benessere Capital Acquisition Corp has focused its search on technology-focused middle market and emerging growth companies in North, Central and South America. Previously, Mr. Fernandez served as President of Gira Cluster of Automotive Industries of Cantabria from May 2019 to March 2021 based in Spain. He has also served as the General Manager of Chassis Brakes International Spain, part of Hitachi Automotive Systems from April 2019 to February 2021 based in San Felices de Buelna, Autonomía de Cantabria, Spain. From September 2018 to April 2019, Mr. Fernandez served as the Smart Factory Platform Leader of Linxens based in Levallois, Île-de-France, France.

 

From January 2017 to April 2019, Mr. Fernandez served as the Site Director of Linxens. From September 2015 to December 2016, Mr. Fernandez served as the Senior Area Sales Manager Southern Europe for Quintus Technologies, based in Västerås, Sweden. From September 2014 to September 2015, Mr. Fernandez served as the Site Director of Hutchinson based in Châteaudun, France. From April 2013 to August 2014, Mr. Fernandez served as the Production Area Manager of Gestamp based in Le Theil, Basse-Normandie, France. From November 2005 to March 2013, Mr. Fernandez served as Process Engineer Manager at ArcelorMittal Aviles, Spain. From September 2003 to October 2005, Mr. Fernandez served as Resident Engineer of ArcelorMittal based Electrolux premises in Conegliano, Veneto, Italy. In 2018, Mr. Fernandez received his Executive MBA degree at ESCP Europe. In 1999, Mr. Fernandez received his DEA (Master in Sciences) at Ecole Polytechnique.

 

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Victor Chua, Managing Partner and Founder of Vynn Capital, a venture capital firm investing in early-stage technology companies in the Asia Pacific that works alongside family offices and large institutions and companies in technology adoption and innovation. Vynn Capital is a partner of the United Nations World Tourism Organization that works with companies in the industries of travel mobility, property, food and fast-moving consumer goods or packaged goods since _______, 20___. Prior to that, he was the Vice President of Investments for Gobi Partners, an early to late stage venture capital firm where he managed two Southeast Asia-focused early stage funds and a growth stage fund from ____, 20___ to ______, 20___. Prior to that, he served with the venture capital arm of Malaysia’s Ministry of Finance where he managed direct and indirect investments. Some of the notable investments he supervised include Carsome (Malaysia), Travelio (Indonesia), Dropee, Triip.me (Vietnam), Hermo and Jirnexu.

 

Earlier in his career, he was with Willis Towers Watson, where he advised corporate, pension and sovereign wealth funds on investment strategies. He was an honoree of the Forbes Asia 30 under 30 in 2017. He is the Immediate Past Chairman of the Malaysia Venture Capital and Private Equity Association and a mentor with the Founder Institute and other grass-root entrepreneurial initiatives. Mr. Chua is also a Council Member of the Malaysian Venture Capital and Private Equity Development Council appointed by the Securities Commission of Malaysia. Mr. Chua was also a startup founder of an online education platform as well as two other businesses. He is a member of Mensa and a CFA charter holder.

 

Dr. Eva Law, Chairperson of the Association of Family Offices in Asia and the Association of Private Bankers in Greater China Region and the Women in Leadership Association. Dr. Law is a seasoned professional in asset management, private equity and wealth management, having diversified knowledge and experience in running multi-lines of business. She specialized in serving ultra-affluence and entrepreneurs, carried proven track records in creating new business and generating profits. Dr. Law is the Chief Executive Officer of Flex Group, a single family office in North America and has its Asia operation in Singapore and Hong Kong. She is also the chairperson of the investment management company that serves the family office.

 

Dr. Law is the owner of CAG International Group and Consortium of Family Offices and Investors Limited running various lines of business. CAG International received the Best Investment Manager Serving Family Offices and the Best Advisor to Family Offices Awards in 2019 while the consortium offers platform solutions. She manages her group for venturing direct investment and family office solutions business. The investment focus of her group is ESG and impact investment and disruptive technology contributing to a better future. She owns a superb business relationship with family principals and extensive industry stakeholders globally. Dr. Law established the Association of Private Bankers in Greater China Region (APB) in 2010 aiming to promote industry development, offer professional training to practitioners, foster knowledge exchange and collaboration and launch service portals designated for market participants. While in 2013, Dr. Law also set up the Association of Family Offices in Asia (AFO) specialized to support ultra-affluence and industry practitioners who own intimate and deep relationship with mega wealth holders to establish and manage their family councils, single or independent family offices and to administer the family’s wealth succession, strategic philanthropy, direct investment and corporate development of their family business.

 

Dr. Law has served the industry for more 20 years. Before setting up the Associations, she worked in the head office of a top-rated Chinese bank, responsible for the strategic development and the PandL performance of private banking and cross-border financial services. She has been with a Chinese boutique investment banking firm, through leveraging Swiss EAM private banking platform (UBS and Credit Suisse) and arranging direct investment to serve the Ultra HNW clients in great China region. Dr. Law also served Fortune 500 companies, including global bank, pension fund, asset manager, insurer, China stated-owned enterprises and listed family business enterprises, taking leadership positions and sitting on board of directors, investment management, risk management, asset and liability management, product development and audit committees.

 

Dr. Law possesses extensive management experience, she has been the registered responsible officer and chief executive licensed with regulators under SFC, Insurance, Retirement and Money Lending regimes. She also won the Best Master Trust Award, Wealth Management High Flyer Award and various Fund Performer Awards from Lipper, Morning-Star for her served companies. Dr. Law serves the HK government in the Financial Service Development Council being the Family Offices Work Group member. She is the Chairman of APB, AFO, Asia Co-Investors Club and Chartered Institute of Asia Family Firms and Offices, she is also the founding member of Women in Leadership Association, the Women Leaders in PE VC Industry – Hong Kong and Pearl River Delta Chapter, the Honorary Chairman of Hong Kong Family Offices Association and the Executive Chairman of Association of China Independent Wealth Advisory Institutions - Family Office Council, the researcher of Xi’an Jiaotong University, the Honorary Research Fellow of Legacy Academy, the Special Advisor to Singapore Private Wealth Association, US Family Offices Institute, Global Visions Community in Switzerland, Venture Avenue – The Tsing Hua University Social Innovation Platform, the ESG and Responsible Business Committee Chair of the Institute of Compliance Officers, the Advisory Board Member of Belt and Road Multinational Enterprises Union, Asia Startups Festival, World Business Angels Council - Ethical Governance, Quality Leaders and Standards of Excellence Committee and the Benevolence Foundation, the voluntary coach of Shanghai Financial Education Development Fund and the appointed writer for Family Office Elite Magazine, Capital, CEO and Entrepreneur Magazine and frequent speaker in international conferences. Dr. Law is advancing her studies at Wharton Business School - University of Pennsylvania and has been awarded the Honorary Doctor by Horizon University in France. She earned a Master of Science with Edinburgh Napier University and is a Chartered Family Office Specialist, an FLMI certificate in insurance, a Bachelor’s of Arts degree with honors and several professional diplomas in mergers and acquisition as well as investment banking with University of Hong Kong, she also held security and asset management certification with Hong Kong Securities Institute.

 

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Puan Chan Cheong (“CC Puan”), Group Managing Director and Chief Executive Officer of Kuala Lumpur-listed Green Packet Berhad (KLSE: GPACKET 0082), a recognized telecommunications, media and technology company drives the strategic planning and spearheads the business development while putting his focus on building a deliberately growth culture company. Mr. Puan led the company to become an international player in the provision of connectivity devices and solutions to telecommunications companies globally. He subsequently led the company to its Main Market listing in 2005. The Group’s biggest endeavor was to raise substantial capital to launch and operate Malaysia’s challenger telecommunications company before it was acquired by TM Berhad. Thereafter, Mr. Puan relinquished his role as Group CEO in 2014 when he became Packet One’s CEO after the TM acquisition for two years.

 

Led by his passion in driving life improving digital innovations, Mr. Puan aims to propel Green Packet and its group of companies further by expanding the Group’s digital agenda to global exposure and presence in the area of solutions (devices), communications (voice minutes and data) and digital services (comprising Internet-of-Things, Financial Technology, Property Technology and Artificial Intelligence). Mr. Puan is an astute entrepreneur and a visionary man with a strong success track record in advanced technology, consulting, developing and managing large-scale telecommunications, infrastructure and property projects internationally. His personal accolades include Malaysia’s coveted PIKOM Technopreneur of the Year award. Mr. Puan holds a Bachelor of Science in Business Administration with a double major in Management Information Systems and Finance from University of Nebraska-Lincoln, USA.

 

Ye Xiang, Founder and Managing Director of VisionGain Capital Limited, an asset management company licensed by the Securities and Futures Commission of Hong Kong. From 2001-2007, he was the senior advisor to the Chairman and Chief Executive Officer of the Securities and Futures Commission (“SFC”) in Hong Kong. Prior to joining the SFC, Mr. Ye was the Executive Director and the Head of Financial Institutions Group at the BOC International (Asia) from 2000 – 2001. Mr. Ye was a Senior Analyst of the Market Development Division and Bank Supervision Department of the Hong Kong Monetary Authority (“HKMA”) from 1998 -2000 and Senior Economist and Section Chief of the Foreign Financial Institutions Department of the Peoples’ Bank of China (“PBOC”) from 1994- 1998. Mr. Ye has a Doctorate Degree in International Finance at the Graduate School of the Peoples’ Bank of China.

 

Hans-Peter Ressel, Chief Executive Officer of Momentum Commerce, a global e-Commerce solution provider for brands & SME’s, offering end-to-end services that create a bridge between brands and consumers across the entire e-Commerce value chain. Mr. Ressel was the Co-Founder, Chief Executive Officer and Group Chief International Officer of Lazada Group which is the largest e-Commerce platform in Southeast Asia. In 2016, Alibaba Group Holding Ltd. (BABA:NYSE), one of the largest e-Commerce and technology companies in the world acquired a majority stake in Lazada and further increased its stake in 2017 at a valuation of US $3 billion, one of the top three tech exits in Southeast Asia at that time. Before embarking on his career in Lazada, Hans-Peter was a Global Venture Development Manager at Berlin-based Rocket Internet. He successfully rolled out Home24, an online home furnishing store with a focus on early stage support and retail operations. Mr. Ressel began his career in Asia as a Co-Founder and Managing Director of Home24 in Malaysia and Singapore. He has also had several years of mergers and acquisition consulting experience advising companies from various industries such as media, retail and telecommunications at Goetz Partners in Germany. Hans-Peter is a graduate of Corporate Finance and European Business Law from Vienna University. He has been awarded the JADE Excellence Award for the “Most Innovative Project” category and the “Business Master” title by Booz Allen Hamilton.

 

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In addition, we have engaged the services of ARC Group Ltd. to provide financial advisory services in connection with this offering, and our sponsor has also engaged the services of its investment banking partner, European Credit Investment Bank Ltd. to provide strategic advisory services.

 

We believe that our management team’s extensive experience and deep expertise in our target industries position us well to take advantage of the growing set of acquisition opportunities and that our vast network, ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction for our shareholders.

 

The past performance of the members of our management team or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance of our management team or any of its affiliates’ performance as indicative of our future performance.

 

Market and Industry Opportunity

 

While we may acquire a business in any industry, we intend to focus on mid-market companies considered disruptors and innovators within the greater technology and consumer sectors in Southeast Asia and China. Southeast Asia consists of 11 countries, with six of those leading the region economically, Indonesia, Thailand, Malaysia, Singapore, the Philippines and Vietnam, which are termed “the ASEAN-6.” Economic growth in Southeast Asia and the ASEAN-6 in particular have a GDP of close to $3 trillion and growing, driven in no small part by them being some of the world’s fastest-growing consumer markets.16

 

More specifically, within Southeast Asia and China, we believe that the financial technology, e-commerce, O2O, green energy, healthcare, education, and related consumer sectors represent attractive target markets given their size and growth profile. The products and services related to these industries are positioned to benefit from shifting consumer demand megatrends coupled with the demographics of the region. We believe that technological innovation involving banking, insurance, automation, robotics, artificial intelligence (AI), data analysis and digitized networks is poised to have a profound impact on traditional methods of consumption, production, delivery and fulfillment of consumer needs by increasing access and reducing cost, while improving consumer experience, as reviewed in the following discussion.

 

There is little doubt that growth in financial technology will continue to disrupt the economy in the years ahead, from retail and banking to all aspects of financial services. We intend to focus our search, in part, for a business combination on companies that offer a differentiated technology platform or product for interfacing with the financial services sector in China or Southeast Asia, which are leading countries among adult consumers of financial technology services regularly according to a June 2021 Finovate study. We believe that demand for financial technology solutions is stronger than ever, so 2021 and 2022 are key years for retaining relevance and for new innovation.

 

Consumers’ adoption of financial technology services has been rising at a significant rate in recent years. Fintech assists small- and medium-sized enterprises (SMEs) with financial requirements such as banking and transfers, financial reporting, investing, and insurance. SMEs are critical in Asia, accounting for 42 percent of GDP and half of all employment and, despite this, SMEs received just 18.7% of overall bank credit in 2017 according to a World Bank report. Moreover, over the last decade, financial technology has steadily increased its share of the global economy, and the financial services industry has become one of the largest consumers of technology worldwide, spending more than $347 billion on technology annually according to the 2020 McKinsey Global Payments Report. We believe these adoption levels continue to benefit from robust secular tailwinds including the growth in digital commerce, the proliferation of mobile technology, the ubiquitous acceptance of digital payments and continuous technological advancement, positioning the sector for long-term growth.

 

Riding this wave of financial technology growth, are the trending “Buy Now, Pay Later” (“BNPL”) platforms that have taken Southeast Asia by storm recently; BNPL platforms allow consumers to buy products and pay them off over time. The repayment period could be weekly, bi-weekly, or monthly. Some platforms provide attractive offers like zero-interest and the flexibility to pay-in-installments. The global BNPL market is expected to grow at 21.1% CAGR to exceed $33.6 billion by 2027, according to Coherent Market Insights.

 

 

16 https://www.macquarie.com/au/en/perspectives/delivering-digital-financial-inclusion-in-southeast-asia.html

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Indeed, Worldpay from FIS’ 2021 Global Payments Report found that BNPL is the fastest growing online payment method in many countries including Singapore and Malaysia. It predicts that the BNPL e-commerce market share will more than double in the region from 0.6% to 1.3% over the next four years and, further, that cash will be the least used traditional payment method in four years.

 

In 2019, digital financial services earned $11 billion in Southeast Asia, which grew to an estimated $100 billion in 2020 according to the World Bank. One of the contributing factors to this growth in this region is its insufficient financial inclusion. It was estimated that almost three fourths of adults in Southeast Asia were not adequately banked with 50% adults being unbanked and 25% adults being underbanked, presenting a significant opportunity for digital financial services, according to an October 2019 report, “Google, Temasek and Bain, e-Conomy SEA 2019.” Additionally, World Bank data points to a lack of access to financial tools in Southeast Asia. For example, in Indonesia, only 49% of adults have formal bank accounts; in Cambodia, the number is 22%, and in the Philippines and Vietnam, it is 34% and 31%, respectively.

 

The number of mobile wallets within Southeast Asia in use is projected to grow 311% from 2020 to almost 440 million by 2025 across Indonesia, Malaysia, the Philippines, Singapore, Thailand and Vietnam, reflecting an e-commerce boom, according to The 2021 Mobile Wallets Report from Boku, a global study published July 8, 2021, with Juniper Research Ltd. Within Southeast Asia, Singapore is at the forefront of the financial technology boom, dominating the region’s financial technology market for several years according to a December 25, 2020, Finovate article.17 In 2017, 400 local financial technology companies in Singapore raised approximately $229 million across a diversified market including fund transfers, peer-to-peer payments, cryptocurrency trading, investment apps, insurance services, money lending services, and crowdfunding platforms. Indonesia ranks second with its large population but only 50% of its population being active internet users leaving 150 million people relying on financial technology.

 

The Philippines ranks third with its central banks’ plans to make at least a fifth of its transactions digital within two years; already the country has 71% active internet users and 65.5% unbanked while financial technology companies have emerged to bridge the gap according to The 2021 Mobile Wallets Report. Ranked fourth is Vietnam where the total transaction value in the personal finance sector has crossed the $1 billion mark with payment apps leading the sector in Vietnam and peer-to-peer lending growing rapidly, which is projected to show an annual growth by 38.4% resulting in a projected total amount of $4.5 billion by 2024 according to the December 25, 2020, Finovate article. Vietnam’s unbanked population turns to financial technology for its ease of financial transactions. Fifth on the top five in Southeast Asia is Thailand where 74% of the population banks online and still 47% of all internet users make mobile payments, and 71% of them use their phones to purchase goods online each month according to The 2021 Mobile Wallets Report.

 

China has one of the most dynamic financial technology markets in the world. In 2018, its financial technology investments reached $25.5 billion, ranking first in the world and amounting to about half of the global total of financial technology investments that year.18 It is clear that Chinese firms have begun to dominate the financial technology sector globally.

 

China’s dominance in the financial technology space is also evident in terms of intellectual property filings. China’s leading insurer, Ping An, took the top spot in the world in financial technology patents by filling 1,604 patents last year, according to a report by World Intellectual Property Organization. Moreover, 3,909 enterprises from 33 countries filed 14,706 financial technology patents by the end of 2019 according to the report; among the top 100 list, 48 enterprises came from China, covering traditional finance, financial technology, internet, e-commerce, technology, and telecommunications.19

 

E-Commerce. E-commerce represents an area of our focus for a potential business combination, as the proliferation of digitally enabled retail continues to grow. According to eMarketer, global retail ecommerce sales grew from $3.345 trillion in 2019 to $4.28 trillion in 2020, representing 27.6% growth. Over that same period, retail e-commerce sales as a percentage of total retail sales increased from 13.6% to 18.0% and sales, according to eMarketer, are expected to grow globally at a compounded annual growth rate of 10.5% through 2024.

 

 

17 https://finovate.com/southeast-asias-fintech-boom-all-you-need-to-know/

18 https://www.institutmontaigne.org/en/publications/chinas-fintech-end-wild-west

19 https://investinchina.chinadaily.com.cn/s/202008/11/WS5f340396498ed1e2f34088cd/top-10-companies-with-

most-fintech-patent-applications.html

 

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Moreover, recent events, particularly the COVID-19 global pandemic and its impact on brick-and-mortar shopping behaviors, have accelerated the industry’s transition to online retail commerce. Consumer preferences are shifting to prioritize digital convenience, resulting in a new, widespread and urgent demand for digital commerce.

 

In 2019, the added value of e-commerce accounted for more than one-third of China’s GDP. Today, China is leading e-commerce sales worldwide $862.6 billion as of 2019 and is expected to reach $1,556.2 billion by 2024 according to Statista’s study of 151 countries. Attracting every day thousands of entrepreneurs and companies from all four corners of the world, we believe that China is one of the most promising markets worldwide. With a population of almost 1.4 billion people, China’s rapidly rising wages have contributed to growth in consumption and an increasing purchasing power. The development of various new technologies-related industries, and China’s digitalization greatly contributed to the success of the most lucrative industry in China, that of E-commerce.

 

 

The e-commerce market in China is expected to grow from sales revenue of projected of $2.1 trillion in 2021 to $3.0 trillion in 2024, representing a compound annual growth rate (CAGR) of 12.4 percent, according to newly-released GlobalData forecasts in April 2021. This year alone, e-commerce sales in China are expected to register growth of 17.2 percent and, according to an eMarketer report released earlier this year, will surpass offline sales for the first time. In 2021, it predicted, 52 percent of China’s sales will take place online, up from almost 45 percent in 2020.

 

Meanwhile, Southeast Asia is the emerging hub of the e-commerce market, due to the already high and yet growing population, rising disposable income, increasing access to the internet, smartphone penetration, and developing transport infrastructure leading to efficient logistics services with faster and last mile delivery options. With a combined population of 655 million, a young demographic and online retail sales projected to grow by 44.4% annually, Southeast Asia is an exciting region for e-commerce.

 

 

The region has a rich landscape of local e-commerce companies with brands that will be recognized by few people outside of Southeast Asia. The largest players, including Shopee, Lazada and Tokopedia, are online marketplaces selling a diverse range of goods, similar to the Amazon model. They take a large share of Southeast Asia’s total online retail sales, which are forecast to reach $55 billion in 2020.20 Despite the similarities of Southeast Asia’s local online marketplaces to Amazon, it is a region where Amazon is a very small force. It launched in Singapore in 2019, but still lags far behind local alternatives. Chinese ecommerce brands do not have a strong ecommerce presence in the region either. There has, however, been billions of dollars of foreign investment in Southeast Asia’s ecommerce industry, from both China and the West.

 

 

20 https://www.digitalcommerce360.com/article/asia-ecommerce-top-retailers/

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In 2020, the e-commerce market in Southeast Asia amounted to approximately $62 billion, which is forecasted to increase significantly by 2025 to $172 billion according to the Southeast Asia B2C E-Commerce Market 2021 study. The business-to-consumer (“B2C”) e-commerce market, in particular, in Asia saw significant growth during the coronavirus pandemic and was expected to continue its lead over other world regions. Moreover, as a result of consumers’ shopping behavior shift towards online purchasing, numerous e-commerce platforms generated considerable revenue since the start of the COVID-19 pandemic.

 

Given the acceleration of digital adoption in the industry, digital capabilities, including data and analytics and other specialized competencies, are in high demand. In addition, retailers are entering into deals that allow them to participate in open ecosystems and non-traditional partnerships to provide consumer value through digital avenues. We believe the flux in the market has created an opportunity for new entrants providing new software services, innovating on traditional ecommerce business models.

 

We believe many such businesses would benefit from the diverse skill set of our management team, including the integration of business best-practices with marketing best-practices, and using data-driven insights and technology to understand customer preferences and to optimize the customer experience. We intend to focus on evaluating companies or assets with leading competitive positions, attractive financial profiles and robust long-term potential for growth and profitability.

 

Digitalization and O2O Online-to-Offline Commerce. Digitalization and O2O Commerce is becoming a disrupting factor at a significant pace and merits our close attention as well. As a business strategy, O2O is online-to-offline commerce that relies on identifying and drawing potential consumers found on online channels and funnels them into actual customers at a traditional brick-and-mortar store. This structures not only includes taking advantage of promotions offered through online channels for in-store purchases, but also in-store pick-up of purchased online orders, and in-store online sales.

O2O Commerce has demonstrated that most brands do not have to separate strategies between online channels and offline channels in marketing. We believe that O2O businesses can compete with pure e-commerce players by focusing on targeting the right consumers who are willing to make the trip to the store to compare products, test or try on the products for experiential purpose and trust build-up, or save on delivery time when they buy the product. Businesses are taking notice to these trends and adapting using technology tools to improve their products and services and to enhance the consumer experience.

The increasing O2O Commerce trend of having multiple touchpoints with consumers has also generated significant benefits to users and merchants. For example, online businesses can benefit from the offline presence, delivery networks and storage infrastructure of offline businesses; meanwhile, the offline businesses can also benefit from users and Internet traffics directed from online visits as well as consumer insights and data collected from online activities.

The Southeast Asia internet economy is expected to grow significantly in the next few years as its volume was approximately $105 billion in 2020 and is estimated to grow to $309 billion in 2025, representing a compounded annual growth rate of 24% for the period, according to a report, “Google, Temasek and Bain, e-Conomy SEA 2020” published in November 2020 (the “e-Conomy SEA 2020 Report”).

O2O Commerce is the latest trend in China where O2O Commerce was popularized and where we have seen dramatic growth according to a report, “Digital Consumers of Tomorrow, Here Today” by Facebook and Bain & Company in August 2020 (“Sync Southeast Asia Report”). The Chinese O2O online-to-offline marketing takes business strategy to the next level, channeling the power of online business with physical location presence to grab hold of key markets. Already the concept has spread to travel, ride services, grocery stores, and even haircut and dry cleaning services in China.

In 2013, GMIC Beijing made O2O marketing one of the most talked-about trends. The true revolution of O2O online-to-offline commerce began to take hold with market giant Alibaba in 2016 when it announced the creation of “New Retail” and demonstrated a commitment to turn the e-commerce online retailer into a new business model with the addition of a physical store location. The idea weaved together offline, online, and logistical components into a single chain of data.

 

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At the 2021 China International Retail Innovation Summit, Dada Group opened a talk with the prediction that, by 2024, on-demand and O2O commerce will close in on $154.5 billion. As the concept continues to take hold in China and the rest of the world follows, the Chinese government is encouraging the business shift in order to maintain the lead in market landscapes. China is the clear leader in this space due to efforts by its two biggest tech giants – Tencent, the maker of the social messaging app WeChat and Alibaba, China’s biggest e-commerce player. WeChat uses QR codes for easy offline payments via its in-built mobile wallet to enable stores to connect better with customers and collect comprehensive customer data in order to push specific offers in-app for use in offline stores.21 While e-commerce in Southeast Asia is surging, their O2O online-to-offline business model is a fast-emerging trend behind China.

 

Healthcare. Our search for a potential business combination is expected to include evaluating and targeting companies in the private healthcare space in Southeast Asia and China with a scalable model and strong fundamentals. As a result of China’s economic growth and supporting healthcare policy in 2009, which encouraged private healthcare, the private sector has experienced a vast expansion in China’s hospital market in the past decade, according to a National Institute of Health 2018 study “Private Hospital Expansion in China: A Global Perspective.” There are now nearly 26,000 hospitals in China, more than in any other country with approximately 10,000 private hospitals already in operation, and several hundred opening or undergoing upgrades from clinics to hospital status every year.

 

 

Six out of every ten private hospitals are specialized in China. As a result, the private sector is very important when it comes to delivering specialized care such as Traditional Chinese Medicine, maternity services and orthopedic treatment. There are also hundreds of specialized eye hospitals, dental hospitals, plastic surgery hospitals and rehabilitation hospitals around the country, among others. At the individual level, along with the income improvement, people have increasing expectation for health care quality and life quality. As a result, the demand of healthcare is increasing tremendously. In addition, the Chinese government also made great efforts to adjust to economic development and growing demands, which put pressure on its health care system to become more accessible, affordable and efficient according to the National Institute of Health 2018 study. The private sector hospital market in China has increased in the past decade for both healthcare supply capacity and delivered care.

 

Also compelling is the range of incentives for foreign investors into China’s private healthcare system, which includes relaxing restrictions on foreign ownership, even 100 percent ownership would be allowed in Beijing, Tianjin, Shanghai, Jiangsu, Fujian, Guangdong and Hainan. Notably, these are all major markets for healthcare services with rapidly expanding middle class and affluent populations possessing the means to spend on private healthcare services. There are also financial incentives including permitting capital from private equity and other sources, allowing equipment leasing rather than purchasing—which means lower up-front investment for hospital operators—and reimbursement from public insurance for care services provided by the private sector. It is also becoming easier to employ foreign doctors.

 

Likewise, private health care is deeply entrenched in the Southeast Asia region, amounting to 53 percent of the $420 billion healthcare market as of 2020.22 A strong private direct provision of health care is common to all Southeast Asia countries from Singapore to Vietnam according to the World Economic Forum. What commenced gradually in the mid-1990s, has now led to a robust private health care system including health or medical tourism as an increasingly significant revenue generator in Southeast Asia. Medical tourism generates one-third or more of revenue for private hospitals in most Southeast Asian countries, according to a report by Zion Market Research, which found Asia-Pacific dominating the growing medical tourism market in 2017. Zion Market Research projects that the global medical tourism market could generate revenue of $28 billion by the end of 2024, based on an estimated CAGR of around 8.8% from 2018. By 2026, market research firm Acumen Research and Consulting projects the global market value of medical tourism in Southeast Asian countries to reach $162 billion. In 2017, the global medical tourism market generated revenue of $15.5 billion according to Zion Market Research. Regional governments provide many incentives for private investment in health tourism.

 

 

21 https://innovationiseverywhere.com/3-trends-reshaping-retail-asia/

22 https://www.weforum.org/agenda/2018/08/cost-healthcare-rising-asean-nations-money/

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Moreover, locals are willing to pay large out-of-pocket sums for private healthcare that is efficient, responsive, convenient, and comfortable. Private hospitals in Southeast Asia operate in a highly competitive environment where they need to differentiate themselves to attract patients with high expectations and wanting the best clinical care, which means they are continually improving upon their services. The most common transformational changes that Asian private hospitals expect to make – whether improving the value they receive, better targeted treatments, improved care coordination, or wellness strategies – all have a strong focus on the patient according to a study “Private Healthcare Providers in Southeast Asia: Poised for Continued Growth.”

 

Health care delivery in Southeast Asia now relies on significant private enterprise, and seeking private health care is now present across all socioeconomic levels, which has shaped the way healthcare is financed and organized. Aside from the standard model of private hospital, innovative business models have been launched, such as corporatized public hospitals in Singapore and Malaysia, self-financing public hospitals in Indonesia with its own commercial section that allows retention and use of patient revenues, or other public–private partnerships.

 

As healthcare organizations begin to catch their breath from the pandemic, we believe that many are re-evaluating their current business model in which non-critical services pay for the majority of critical ones with top business goals including growing sales, improving financials, and increasing business value. Heading into 2021, healthcare organizations will place a high importance on acquiring and retaining talent, which they plan to address by hiring new employees and offering more flexible or remote work arrangements and investing in technology for digital health.23 Digital transformation can help individual health care organizations and the wider health ecosystem improve ways of working, expand access to services, and deliver a more effective patient and clinician experience such as through cloud computing, AI, and virtual care delivery according to Deloitte’s 2021 study “2021 Global Health Care Outlook.”

 

The Southeast Asia telehealth market size was valued at $194.5 million in 2020 and is expected to expand at a compound annual growth rate (CAGR) of 17.6% from 2021 to 2028 to $916.2 million according to a May 2021 Grand View Research study, “South East Asia Telehealth Market Size, Share & Trends Analysis Report By Service Type. The global telehealth market size is projected to reach USD 559.52 billion by 2027, as online audio and video consultation practices have grown in popularity in view of their easy access, low waiting times in the outpatient department and cost-effectiveness.24 Increasing penetration of the internet and the constant evolution of smartphones and tablets have made accessing telehealth services more convenient and are expected to contribute to the growing demand. Users are increasingly turning aware of the importance of monitoring health and fitness to control the incidence of chronic ailments and are using their smartphones to track the same. In addition, innovators are designing technologies to deliver quality care through various web and cloud-based platforms.

 

We believe that the emergence of the internet of things in healthcare with integrated analytics, advanced wearable devices, and strong mobile connectivity has significantly transformed the healthcare industry and has enabled efficient patient monitoring, optimizing prescriptions, and chronic disease management. Furthermore, deep learning and AI functionalities enhance the personalization of healthcare and even provide physicians with feedback on their performance and consultation and training for performance enhancement.

 

Another disruptive segment of the health care market is biotech, which is particularly strong in China, which has experienced a biotech boom in the past few years, and that can be attributed to a confluence of factors such as talent, government policies/ regulations, and availability of capital. Many Chinese biotech entrepreneurs were galvanized to reshape the Chinese drug industry that had been saddled by generics with questionable quality, where there is a growing demand for more innovative drugs to improve treatment outcomes that can match China’s growing economy and healthcare spending needs. These returning scientists and professionals equipped with world-class training from Western institutes of higher learning and experience at large multinational bio-pharmaceutical companies, established their own biotech firms in the hope of creating the next blockbuster drugs from China.

 

 

23 https://www.asianhhm.com/healthcare-management/china-private-hospitals

24 https://www.globenewswire.com/news-release/2021/05/18/2231503/0/en/Telehealth-Market-Size-2021-Is-

Projected-to-Reach-USD-559-52-Billion-by-2027-with-a-CAGR-of-25-2.html

 

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Starting in 2015, Chinese regulators ushered in a slate of reforms, creating an environment for the industry to thrive. They started piloting the Marketing Authorization Holder system, which allows innovators to use contract manufacturers rather than having to build costly in-house production or selling intellectual property to large firms. Generic drugs were required to show bio-equivalence to their reference branded products in a campaign to squeeze out the many small, low-quality players. To help innovative drugs get to market faster, the National Medical Products Administration (China’s FDA equivalent) started to allow foreign clinical data to support applications and streamlined its review processes.

 

We have observed an increasing trend of bio-pharmaceutical and biotech companies in Southeast Asia in particular in Indonesia, Thailand, Singapore and Malaysia and a number of them have proceeded to expand into various parts of the regions in their respective forms - from clinical trials to R&D labs and manufacturing sites. Annual revenue growth in the Southeast Asian pharmaceutical market is predicted to exceed 11% over the next 5 years with such performance making it one of the fastest growing pharmaceutical markets in the world. The region presents rich pickings for pharma manufacturers that can effectively synergize good manufacturing practices (GMP) standards, competitive pricing and an export strategy according to a CPhI South East Asia Report (July 2020).

 

Education. We see considerable growth potential in Southeast Asia, in particular, and China, to a lesser extent, for private and international schools, mainly due to the continued growth of the economies in these parts of Asia. Private education is a trillion–dollar industry globally. Emerging markets have seen a surge in private provision of education during the last decade. Population growth during the last century, along with macroeconomic gains, has paved the way for this trend. Rising affluence has contributed to increased enrollment across levels of education. As a result, private sector education has become quite sophisticated over the past ten years.

 

Singapore and Malaysia have the most developed private education markets. Malaysia has a long history of establishing private higher education institutions and generating significant investments from corporations and private equity. Both countries are also benefiting from the increased popularity of international schools. Singapore is now the largest international schools market in the world, with estimated revenues of more than $700 million. It is not uncommon to find schools with an enrollment of more than 2,500 students, priced at more than $25,000 per year. The Thai, Indonesian and Vietnamese markets, though smaller in size, are expected to expand as their economies grow, bringing more high-quality, private offerings. In recent years, Indonesia and Thailand are also topping the list, along with China and Japan outside of Southeast Asia, that offer premium private schools, many of which are international schools to accommodate the expatriate community as well.

 

In East Asia, the international school sector grew by 32 percent, from 828 schools in 2013 to 1,125 in 2017; Southeast Asia saw an even higher growth of 39 percent, from 725 to 1,008 international schools over the same period.25 The burgeoning middle class in emerging markets has turned to private education to meet the demand for high-quality education; The private education spend in Southeast Asia has reached nearly $60 billion according to Ernst & Young. Private K-12 and higher education are the largest segments in the market and the most developed. In part due to their scalability, K-12 and higher education also accelerate quickly as economies develop and students invest in higher education to take advantage of these new economic opportunities. We believe that the education opportunity in Southeast Asia is growing increasingly attractive. The region is mostly middle income, with a GDP per capita equivalent to that of China and a $10 billion private education market. Both private K-12 and higher education still offer many growth opportunities.

 

Moreover, the global enterprise resource planning (ERP) market size geared specifically towards education is projected to grow from USD 12.7 billion in 2021 to USD 25.2 billion by 2026, at a Compound Annual Growth Rate (CAGR) of 14.7% during the forecast period. The education ERP market is gaining traction due to availability of cloud-based ERP solutions, need of automated management to carry out business processes in academic institutions, enhanced performance of administrative modules increasing the need for managing academic processes, and rising enrollments in the higher education sector. The global education ERP market size is projected to grow from $12.7 billion in 2021 to $25.2 billion by 2026, at a compound annual growth rate (CAGR) of 14.7% according to the report, Education ERP Market with Covid-19 Analysis by Component, Deployment Type, End User, Application, Region - Global Forecast to 2026.”

 

 

25 https://www.studyinternational.com/news/southeast-asia-growth-private-international-

schools/#:~:text=SEA%20saw%20a%20higher%20growth,the%20world%2C%20according%20to%20Greenhill

 

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Owing to the closure of schools and colleges, the academic activities and administration processes are carried online. Institutions are looking for flexible and scalable ERP software that can be implemented quickly, help in carrying out their operations seamlessly, and provide students and faculties with access to resources and institutional services from anywhere and at any time. According to MarketWatch’s Global Asia-Pacific Market Outlook, Industry Analysis and Prospect 2018-2025, the use of AI in the education industry will grow by 47.5% through 2025 as the citizens of the world are becoming more adaptive and open to technology tools.

 

The educational institutes are adopting AI to offer personalized learning experience and enhance tutoring methods. The integration of intelligent algorithms through AI in the learning platform has shown positive impact on the learning of students. This is promoting the growth of AI in education sector. The technology has transformed the classrooms and changed the role of educators in the learning process by providing more user-friendly and sophisticated tools. The educational institutes are utilizing the proficiencies of the AI for content development, curriculum designing, online learning platforms, and administrative operations. Moreover, the increasing adoption of the web-based services and smartphones has encouraged the educational institutes to move toward online learning solutions to increase the student base and provide high-quality education.

 

Renewable Energy Investment. We also intend to identify and analyze businesses within the renewable energy industry, as we believe that this sector represents an attractive target market given the size, breadth and prospects for growth. To address climate change, countries adopted the Paris Agreement at the COP21 in Paris on December 12, 2015; the Paris Agreement entered into force less than a year later. In the agreement, all countries agreed to work to limit global temperature rise to well below 2 degrees Celsius, and given the grave risks, to strive for 1.5 degrees Celsius. Implementation of the Paris Agreement is essential for the achievement of the Sustainable Development Goals, and provides a roadmap for climate actions that will reduce emissions and build climate resilience.

 

The Paris Agreement requires all countries to take action, while recognizing their differing situations and circumstances, yet all countries are responsible for taking action on both mitigation and adaptation. Each country submitted their own nationally determined climate actions for which they have an obligation to implement, and if they do, it will bend the curve downward in the projected global temperature rise. The agreement not only formalizes the process of developing national plans, but will require countries to continuously upgrade their commitments so that they are ready to implement the 2030 Sustainable Development Agenda.

 

China is already leading in renewable energy production figures. It is currently the world’s largest producer of wind and solar energy, and the largest domestic and outbound investor in renewable energy. Four of the world’s five biggest renewable energy deals were made by Chinese companies in 2016. As of early 2017, China owns five of the world’s six largest solar-module manufacturing companies and the world’s largest wind turbine manufacturer.26 By 2030, one-fifth of the country’s electricity consumption is forecasted to come from non-fossil fuel sources. According to the International Energy Agency, 36 percent and 40 percent of the world’s growth in solar and wind energy in the next five years will come from China. Renewable energy deployment is also a part of a larger effort within China to develop an ecological civilization, that is, a cross-industrial approach to lower pollution level and fossil fuel use, mitigate climate change, and improve energy efficiency. China’s renewable energy workforce far surpasses that of the United States, and also leads by investing in a growing number of international renewable energy projects through increasing contributions to multilateral organizations.

 

In the pre-pandemic world, energy transition was already at the forefront of the minds of policymakers and investors in the Association of Southeast Asian Nations (ASEAN). Renewable energy infrastructure investment in the region had been strong, reflecting government efforts to reduce carbon emissions, as well as due to the lower costs involved, given cheaper technology and economies of scale. Although construction activity in the sector weakened in 2020 due to fiscal constraints as governments diverted budgets towards social expenditure, we believe investment in the renewable sector is expected to pick up quickly.

 

To improve the renewable energy capacity and revive the pandemic-hit economies, ASEAN governments have laid out an aspirational five-year sustainability plan under the second phase of ASEAN Plan of Action for Energy Cooperation 2021-2025 containing ambitious targets and initiatives to enhance energy security and sustainability. Under this, ASEAN energy ministers agreed to set a target of 23% share of renewable energy in total primary energy supply in the region and 35% in ASEAN installed power capacity by 2025. This would require approximately 35 to 40 gigawatts of renewable energy capacity to be added by 2025.

 

 

26 https://www.theguardian.com/environment/2017/jan/06/china-cementing-global-dominance-of-renewable-energy-

and-technology

 

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Vietnam, Thailand, the Philippines, Malaysia and Indonesia represent a share of 84% of the total installed renewable energy capacity among the Southeast Asian countries. Vietnam leads the sustainability change with a 34% share, followed by Thailand (17%), Indonesia (13%), Malaysia (10%) and the Philippines (10%).27 We believe that the renewable investments in this region are to double to $1.3 trillion by 2030 and is tipped to become a powerhouse of renewable energy, with more than half of the world’s electricity generation projected to originate from the region by 2030, according to the firm BlackRock. The region could expect to lead investment activity over the decade, thanks to its rising population, economic growth and a currently small installed capacity.

 

We also intend to explore potential business combination targets in the electric vehicle industry particularly in China, which is the fastest growing electric vehicle market in the world. In 2019, electric cars topped 2.1 million globally, surpassing 2018, which was a record year, to boost the stock to 7.2 million electric cars. As technological progress in the electrification of cars and trucks advances and the market for them grows, electric vehicles are expanding significantly.

 

International Energy Association - Global Electric Car Stock, 2010-2019 (Oct 2020)

 

 

 

In China, by 2035, electric vehicles (EVs) are expected to account for 50% of all new car sales, according to the government’s “Energy-saving and New Energy Vehicle Technology Roadmap 2.0.” This sets out how China’s automotive industry will be transformed into a largely electric and hybrid industry. The State Council, China’s cabinet, also set specific tasks for EV manufacturers to ensure they are fit for purpose by the time the mandatory emission quotas for internal combustion engines are phased out.

 

Asia’s power generation investments are leading the world and expected to hit $2.4 trillion in the current decade, with renewables accounting for over half of power investments with China, Japan, India, South Korea and Taiwan that are among the top contributors to renewable investments, which include solar and wind, in Asia Pacific with an average of about 140 gigawatts of additional capacities annually according to Woodmac.28

 

Many parts of Asia are in a later stage of renewables adoption and are still incentivizing their build-out, providing attractive opportunities for early movers. The global renewable energy market was valued at $928.0 billion in 2017, and is expected to reach $1,512.3 billion by 2025, registering a CAGR of 6.1% from 2018 to 2025, according to “Renewable Energy Market Outlook - 2025” prepared by Allied Market Research, which also noted that Asia-Pacific is expected to grow at the fastest rate during the forecast period, owing to increase in demand for energy due to rise in industrialization in developing countries such as China, and India. Presence of these countries boosts the renewable energy market owing to factors such as rise in population, rapid industrialization along with favorable policies for the renewable energy sector.29

 

For many international investors, there are some challenges that come with investing in Asia Pacific. Originating an attractive pipeline of investible renewables projects is not a straightforward task, and this requires working closely with experienced local developers and having an in-depth understanding of local regulatory frameworks. Our directors and officers have deep roots throughout Asia with the relationships and experience to originate potential business combinations and navigate the due diligence and investment phases of a business combination.

 

 

27 https://www.power-technology.com/comment/south-east-asia-renewable-

energy/#:~:text=Vietnam%2C%20Thailand%2C%20the%20Philippines%2C,and%20the%20Philippines%20(10%25).

28 https://www.reuters.com/business/sustainable-business/asia-pacific-renewable-investments-double-13-trillion-by-

2030-woodmac-2021-06-22/

29 https://www.alliedmarketresearch.com/ renewable-energy-market

 

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Mobile Technology and Smart Devices. The advance of mobile technology and proliferation of smart devices has ushered in an era of leapfrogging development in China and the Southeast Asia technology space, which we will consider in our search for a business combination. The Southeast Asia region has high “mobile Internet engagement,” which means that the population-weighted average daily time spent on mobile Internet for Southeast Asia countries in 2020 is 4 hours and 32 minutes compared to world average of 3 hours and 22 minutes, according to a report titled “Digital in 2020” produced by “We Are Social” in January 2020 (the “Digital in 2020 January Report”).

 

Smartphone penetration rate in Southeast Asia contributes to such high mobile Internet engagement. Smartphone penetration for Southeast Asia (excluding Philippines) averaged around 58% in 2019, according to the Global Payments Trends Reports, compared to 35% in 2015, according to eMarketer.com database, and is expected to further increase in the next few years. As a result of greater Internet and smartphone penetration, the number of digital consumers in Southeast Asia reached approximately 250 million in 2018 and an additional 90 million people are expected to join the ranks of digital consumers by 2025, bringing the total number to approximately 340 million, according to the Sync Southeast Asia Report.

 

Likewise, in China, by the end of 2020, 1.22 billion people subscribed to mobile services, equivalent to 83% of the region’s population according to the GSM Association’s “2021 The Mobile Economy China” study. This places China among the world’s most developed mobile markets, given that global average penetration is 66%. However, increasing market saturation also means that subscriber growth is slowing, a scenario that is also occurring in other advanced markets around the world. That said, mobile internet adoption and usage continues to grow steadily as operators focus on expanding access to digital services. More than 990 million people in China now use mobile internet services and this figure is expected to increase by a further 200 million by 2025.

 

Digital consumers in Southeast Asia countries have high levels of social media engagement, with a population-weighted average of 3 hours and 14 minutes, as measured by amount of time spent daily on social media platforms, according to the Digital in 2020 report. Four Southeast Asia countries were ranked among top ten countries with the largest number of Facebook accounts in 2020: Indonesia, the Philippines, Vietnam and Thailand were ranked No. 3, 6, 7 and 8, respectively, with the greatest potential Facebook advertising reach ranging from 50 million to 140 million, according to an updated “Digital in 2020” report in October 2020. Indonesia was also ranked No. 4 among the countries with the greatest potential Instagram advertising reach with 78 million Instagram accounts, according to the Digital in 2020 October Report.

 

In China, every second of the day, 486 WeChat articles are published, 166 rooms booked on Qunar, 115,740 Q&A’s on Zhihu, and 3,472 orders placed on E’leme, and over 62% of people open the WeChat app more than 10 times a day. The role of mobile social media and smartphone-based mobile app economy in China is massive as it not only entertains but also influences food, life, and fashion choices, provides makeup and homestyle reviews, and advises on holiday spots.30

 

Scarcity of Listed Southeast Asian Tech Companies. Also contributing to our market opportunity is our belief that the scarcity of listed Southeast Asia companies will lead to strategic opportunities. The tech industry in Southeast Asia, home to about one-tenth of the world’s population and some of the fastest-growing economies like Indonesia, is overdue for recognition. The region did not have a single major tech company listed till gaming and e-commerce leader, Sea Ltd., went public in New York in 2017. The dearth of public companies remains despite a smartphone-using population growing at rates unmatched in much of the world, driven by economic growth and government policies that encourage investment in technology. That potential is attracting the likes of Amazon.com Inc. and Chinese majors including Tencent Holdings Ltd. and Alibaba Group Holding Ltd., who see Southeast Asia’s increasingly affluent consumers as key to their global ambitions.

 

 

30 https://www.hicom-asia.com/chinese-kol-top-10-social-media-platforms-they-use/

 

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Despite an attractive long list of high growth businesses in Southeast Asia, there is a lack of mid-to late-stage funding to bring the high growth businesses to initial public offering. There are 10 unicorns according to the e-Conomy SEA 2020 Report, and more than 20 aspiring unicorns in Southeast Asia, according to the e-Conomy SEA 2019 Report. A significant portion of the institutional investors and private funding has been focused on earlier stage investments, varying from angel/seed round of financing to series B round of financing. However, the first listing of a multibillion-dollar Southeast Asian tech company in Indonesia occurred on August 6, 2021 when PT Bukalapak.com Tbk (BUKA.JK), an 11-year-old e-commerce company backed by Ant Group, Singapore sovereign fund GIC (GIC.UL) and local media and tech conglomerate Emtek (EMTK.JK), made its market debut after raising $1.5 billion in Indonesia’s largest ever IPO. Inspirational capital market success stories originated from Southeast Asia like Razer Inc., a gaming hardware tech company listed in Hong Kong with market capitalization value exceeding $2 billion and Sea Ltd, a gaming platform and e-commerce tech company listed on New York Stock Exchange with market capitalization value exceeding $100 billion, we believe, signal the emerging trend of more Southeast Asian tech companies gaining success in developed capital markets like United States. We are committed to closing the gaps in the fast growing e-commerce market in Southeast Asia and believe that we have the experience and commitment to turn a high growth business into a quality publicly listed company.

 

Appealing Demographics in China and Southeast Asia. China and Southeast Asia offer very appealing macroeconomic fundamentals from demographic, economic and consumption perspectives. Southeast Asia has a large population of exceeding 583 million, vastly outnumbering the total population of 328 million in the United States, according to World Bank data obtained in November 2020 (the “World Bank Data”). Southeast Asia has one of the youngest populations in the world – more than 50% of the total population in Southeast Asia in 2019 was below the age of 35, according to the World Bank Data. Furthermore, Southeast Asia is one of the fastest growing economies globally with estimated annual nominal GDP growth rate of 5% from 2019 to 2025, according to the International Monetary Fund World Economic Outlook dataset as of October 2020 (the “IMF WEO Dataset”).

 

Southeast Asia also demonstrates significant potential for growth and is expected to become the fourth largest economy globally after the United States, China and the European Union by 2030, according to an overview of ASEAN published by Enterprise Singapore in 2019, citing a study titled “Winning Hearts, Minds in ASEAN” by the Straits Times published in August 2017. In addition, approximately 55% of the combined nominal GDP of Southeast Asia was contributed by household consumption, according to the World Bank Data and statistics reported by government of Southeast Asia countries. The current consumption power in Southeast Asia is nearly comparable to that of China five years ago, which may offer a potential to replicate China’s growth where the population-weighted average household consumption per capita in Southeast Asia in 2015 was $2,065 and increased to $2,923 in 2019; whereas household consumption per capita in China in 2015 was $2,888 and had increased to $3,723 in 2018, according to the statistics reported by governments of Southeast Asia countries and China.

 

Another appealing vestige of the Southeast Asia demographic is that more and more of the current generations of family-owned businesses are open to embrace capitalization and digitalization and potential a business combination to fund growth and business expansion. According to a recent PwC – Singapore study, “Family Business Survey 2021-Asia Pacific Findings,” Asia Pacific family businesses have seen a mixed performance over the last financial year (pre-COVID-19), with 51% experiencing growth and 21% seeing reduction in sales, which is slightly less positive than the global scene where the majority of family businesses experienced higher growth (55%). Nevertheless, their growth objectives are ambitious for 2022, with 87% expecting growth to surge in 2022 with 2021 offering more cautious projections with 65% of Asia Pacific family businesses expecting to see growth, which is in line with family businesses worldwide according to the recent PwC study.

 

When asked to name their top priorities for the next two years, family businesses in Singapore, for example, listed ambitious performance growth compared to their global and Asia Pacific counterparts, with 90% surge in growth expected in 2022 and listed expansion and/or diversification (82%) as their top priority, followed by digital, innovation, technology (77%) and improving evolving/new thinking (66%). The priorities of the Asia Pacific family business leaders resonate with business priorities of their global counterparts according to the recent PwC study.

 

A recent Deloitte study “Asian Business Families Succession Going the Distance with the Next Generation” concluded that business families in Southeast Asia do not just face the usual corporate challenges of profitability, competition and growth – they also face a unique challenge in ensuring a smooth succession to maintain the momentum of the business from generation to generation. This desire for intra-family succession must be balanced, according to Deloitte, with another essential element that of the involvement of trusted non-family management and advisors whose input can provide an objective perspective to evenly balance the needs of the business and the family. Their objectivity may also lead to unbiased input that could revive and bring fresh relevance to businesses.

 

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Our management team’s efforts to seek a suitable business combination target will be complemented by the experience and network of our founders who will utilize their extensive networks of seasoned industry operators and advisors to not only identify potential targets and effect the initial business combination efficiently but, post-closing, serve in the meaningful role of trusted non-family advisors. We believe that our team and vision will make us an attractive partner for founders and owners in the industries in which we plan to pursue business combination targets. Our team has a proven track record of experience and deal-making in the technology, digital and consumer sectors. As such, we believe that we will have a significant competitive advantage in identifying and acquiring a target in China and Southeast Asia area. We also believe that we are well-positioned to identify attractive businesses that would benefit from the diverse skill set of our management team, including the integration of business best-practices with marketing best-practices, and using data-driven insights and technology to understand customer preferences and to optimize the customer experience. We intend to focus on evaluating companies or assets with leading competitive positions, attractive financial profiles and robust long-term potential for growth and profitability.

 

Our Business Strategy

 

Our business strategy is to utilize our management team’s past to identify and complete our initial business combination with a company that our management believes, with proper utilization of our network and experience, has compelling potential for value creation.

 

We believe our management team and members of our board have experience in:

 

 Operating companies, setting and changing strategies, and identifying, mentoring and recruiting exceptional talent;
   
 Developing and growing companies, both organically and through strategic transactions and acquisitions, and expanding the product range and geographic footprint of a number of target businesses;
   
 Investing in leading private and public technology companies to accelerate their growth and maturation; and
   
 Accessing the capital markets, including financing businesses and helping companies transition to public ownership.

 

We will aim to create significant value uplift for our shareholders via a business combination by leveraging our skills and networks. Our management team has a wide network of relationships globally and especially in the Asia-Pacific region, providing significant access to originating attractive opportunities for transformational growth. Our management team has a deep understanding of the ongoing global trends that drive high growth industries, such as internet, financial technology, e-commerce, O2O Retail, consumer, healthcare, education, renewable energy and big data, AI, cloud-based technology, that will play an integral part in realizing those trends. Furthermore, the team has a proven track record of sourcing, executing and monetizing opportunities making it well placed to add value to target businesses, both strategically and operationally.

 

Our business strategy is to identify and complete our initial business combination with a company that complements the experience of our management team and can benefit from their operational and investment expertise. Our selection process will leverage their broad and deep relationship network, unique industry experiences and deal sourcing capabilities to access a broad spectrum of differentiated opportunities.

 

We intend to identify and complete our initial business combination with a company that can benefit from (i) the managerial and operational experience of our management team, (ii) additional capital, and (iii) access to public securities markets. We plan to leverage our management team’s network of potential proprietary and public transaction sources where we believe a combination of our relationships, knowledge and experience could effect a positive transformation or augmentation of existing businesses to improve their overall value. We believe this approach will create long-term value for our shareholders.

 

There is no geographic limitation to the location of targets, as these types of opportunities are not necessarily bound by geography. We do believe that there are attractive business combination candidates in the Asia Pacific that are looking to the US for both opportunities and capital. We believe that a US-based company with a listing and capital would be an ideal fit for one of those companies. Such a connection would unlock value and increase growth opportunities for the right company. We believe that the way businesses and consumers operate, make decisions, and spend has forever been changed because of the pandemic.

 

Upon completion of this offering, our management team will communicate with their network of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities.

 

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Competitive Advantage

 

Our sponsor is an affiliate of AEI Capital Ltd., based in Hong Kong, Kuala Lumpur and Shenzhen, that focuses on technology enabled products and solutions to identify, harness and develop key trends relevant to their customers and markets. AEI Capital Ltd. works with tech scalable businesses with the potential to improve productivity and reduce costs through our in-depth organization transformation expertise and technology-enabled business growth insights. AEI Capital Ltd. works directly with its investee-companies to enhance the intrinsic value of their equity investment in each portfolio company by focusing on (i) Capitalization; (ii) Strategization; and (iii) Digitalization, to engineer their growth direction.

 

AEI Capital Ltd., along with our officers, directors and advisors, bring deep and extensive experience including a significant track record of successfully identifying, investing in and operating businesses across a broad range of industries including technology, AI, healthcare, energy and cloud-based technology, which provides us with a competitive advantage in sourcing, evaluating and pursuing a broad range of opportunities in these targeted sectors primarily in the Asia Pacific area. In particular, we believe that our management team’s expertise and experience that creates a competitive advantage for us includes:

 

Significant industry experience and market knowledge

 

Our team has extensive experience in managing, investing and monetizing assets with a focus to creating and delivering significant value to shareholders. Our management and directors, in addition to their own deep and sophisticated sector knowledge, have a strong network of relationships with industry professionals across key expertise and geographies in the technology sector, which they can draw upon to further enable them to identify and take advantage of a wide range of investment opportunities. This extensive market knowledge has a significant positive impact on investment decisions and aids in a holistic evaluation of transactions.

 

Deal flow and sourcing

 

Members of our management, advisors and our sponsor have developed deep relationships with market leaders in the global technology industry that will provide a substantial pipeline of proprietary acquisition opportunities.

 

Value Creation Capabilities

 

The members of our team have extensive experience working closely with management teams and board members to assist with growth strategy and value creation. The target company can benefit from both the operational and financial experience of our team to unlock additional value.

 

Capital Structure Optimization and Support

 

The members of our team have strong expertise in navigating the capital markets. With strong relationships in the banking and finance industry, proven ability to complete capital raising efforts, and a proven history of executing M&A deals and other transactions, we believe that we will be able to complete a business combination that will create value for our shareholders.

 

Core strength in the APAC region

 

We believe that the Asia Pacific region is becoming an increasingly important player in the global technology landscape. Home to a large base of technology companies, the region is also growing rapidly and it contains numerous established and fast-growing companies that largely remain undiscovered to global market participants. As such, even though we may identify potential targets in other regions, we believe it is critical to understand the dynamics behind the Asia Pacific technology space. Accordingly, our management team is especially established in Asia Pacific, thanks to our close relationships with professionals in the industry and our region-specific expertise that has been developed over four decades. We believe our strong network and deep understanding of Asia Pacific will be instrumental in potentially identifying and executing a deal with a high-quality target in the region.

 

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Our Acquisition Philosophy and Business Combination Criteria

 

We will aim to create significant value uplift via a business combination by leveraging our skills and networks. Consistent with our business strategy, we plan to invest in an innovative high-quality company with strong growth potential, an exceptional management team and operational upside. We will target opportunities that have well-established regulations and a safe and healthy track records. We will focus on companies in Asia Pacific, where our management team is able to leverage its extensive experience and network to source for attractive investment opportunities, as well as impart its expertise on strategic, operational, and transactional matters. We expect considerable investor interest in Asia, as the region is home to a wealth of untapped resources, along with highly valuable companies that have remained undiscovered to the global marketplace.

 

Strong management teams will be a key criterion in our target selection - teams with a track record of value creation, accompanied with a clear growth vision for the business. We have selected some guiding factors, which along with our key competitive advantages, will enable us to identify the appropriate businesses to create compelling combination opportunities. Specifically, we will prioritize companies that we believe have the following attributes:

 

 strong growth potential and operational upside. These businesses may be in growth sectors of the technology areas of interest, which are expected to benefit from the strong demand pull with the technology efforts;
   
 headed by strong management teams with a track record of value creation, accompanied with a clear growth vision for the business;
   
 a significant market opportunity and sustainable runway for growth;
   
 a proven business/operational model that has the ability to compound at high or rising returns on invested capital;
   
 a strong hidden or innate value that can be unlocked with more operational, commercial or financial focus;
   
 a business that will benefit from being publicly traded and that can effectively utilize the broader access to capital markets to pursue further growth opportunities;
   
 a management team focused on execution and possessing high standards of integrity; and
   
 a reasonable entry valuation that provides an asymmetric risk-reward.

 

These factors, combined with the strengths and expertise of our management team, will enable us to successfully deliver a value accretive transaction. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

 

Our Acquisition Process

 

In identifying opportunities for our business combination, our management will utilize a comprehensive, disciplined approach that incorporates the following steps:

 

1. Deal Sourcing and Screening. Our management has extensive expertise and a broad network with the ability to tap in to and synthesize inputs from a variety of sources (including consultations with industry experts, proprietary research, market intel, research papers, and other sources) to identify the most favourable trends. Our management will use their established network of relationships to identify and source target opportunities, and perform a thorough screening of relevant companies using criteria such as valuation multiples, financial data, and competitive positioning. We also expect that our management’s connections in the space will facilitate our search for high-quality targets. The objective of this step would ultimately be to identify a shortlist of compelling potential targets.

 

2. Preliminary Assessment of Target Companies. Management will then perform a preliminary assessment of the shortlisted target companies and perform a preliminary comparables analysis. Management may also directly engage in initial conversations with the potential targets. The objective of this step would be to further condense the shortlist, arriving at a smaller and more focused group of potential targets.

 

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3. Detailed Evaluation and Due Diligence of Target Companies. Management will engage the shortlisted targets in more substantive conversations and perform a rigorous due diligence review to assess the target company’s quality and potential valuation. The due diligence review will encompass, among other things, fundamental analysis, financial statement analysis, valuation benchmarking, comparables and SWOT analysis (i.e., a strategic technique to identify strengths, weaknesses, opportunities, and threats related to business competition), detailed document reviews, technology diligence, multiple meetings with incumbent management and employees, inspection of facilities, consultations with relevant industry and academic experts, competitors, customers and suppliers, as well as a review of operational, legal and additional information that we will seek to obtain as part of our analysis. We believe our management is tremendously well-positioned to conduct this thorough evaluation, given their decades of experience.

 

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, directors or officers, or making the acquisition through a joint venture or other form of shared ownership with our sponsor, directors or officers. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, directors or officers, we, or a committee of independent directors, would obtain an opinion from an independent entity, that 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.

 

Members of our management team, including our officers and directors, directly or indirectly own founder shares and may own private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target company is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors, as well as our management team, may have a conflict of interest with respect to evaluating a particular business combination, including if the retention or resignation of any such officers, directors, and management team members was included by a target business as a condition to any agreement with respect to such business combination.

 

We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer’s and director’s fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination.

 

Our founders, sponsor, officers, and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. Moreover, our founders, sponsor, officers, and directors may sponsor, form or participate in other blank check companies in the future. In addition, our founders, sponsor, officers, and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

 

As more fully discussed in “Management — Conflicts of Interest,” if any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our directors and officers currently have fiduciary duties or contractual obligations that may take priority over their duties to us.

 

Initial Business Combination

 

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not 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 a target’s assets or prospects.

 

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We anticipate structuring our initial business combination either (i) in such a way 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, or (ii) in such a way so 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. However, we will only complete an 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 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 Nasdaq’s 80% of net assets test. 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 transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.

 

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

 

Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock 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 outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

 

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

 

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 a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

 

The net proceeds of this offering and the sale of the placement units released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination. 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 redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. In addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to be used following the closing for general corporate purposes as described above.

 

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Our amended and restated memorandum and articles of association will provide that, following this offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 12 months (subject to a six month extension of time) or (y) amend the foregoing provisions, unless (in connection with any such amendment to our amended and restated memorandum and articles of association) we offer our public shareholders the opportunity to redeem their public shares.

 

Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our business combination.

 

Our Sponsor

 

Our Sponsor is AEI Capital SPAC Venture II LLC., a limited liability company incorporated in the Cayman Islands owned by AEI CapForce Venture II (Labuan) LLP and AEI CapForce Venture IV (Labuan) LLP, each private fund vehicles advised by European Credit Investment Bank Ltd. and managed by AEI Fund Management Co. Ltd., a fund management company owned by AEI Capital Ltd. based in Hong Kong, Kuala Lumpur and Shenzhen and Shenzhen, China, that focuses on technology enabled products and solutions to identify, harness and develop key trends relevant to their customers and markets.

 

Notwithstanding our founder’s and management team’s past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of the members of our management team or our sponsor or their respective affiliates or any related investment’s performance as indicative of our future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. Each of our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities intended to be registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we have entered into a definitive agreement regarding our initial business combination. For more information, see the section of this prospectus entitled “Management — Conflicts of Interest” and see “Risk Factors.”

 

Our sponsor, officers and directors, or their affiliates, may sponsor or form additional special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination because (i) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and (ii) we may pursue a broad universe of targets.

 

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Status as a Public Company

 

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

 

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

 

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

 

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

 

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

 

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates equals or exceeds $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

 

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our Class A ordinary shares held by non-affiliates did not equal or exceed $250.0 million as of the prior June 30, or (2) our annual revenues did not exceed $100.0 million during such completed fiscal year and the market value of our Class A ordinary shares held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30.

 

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Financial Position

 

With funds available for an initial business combination initially in the amount of $101,700,000, after payment of $3,500,000 of deferred underwriting fees (or $116,850,000 after payment of $4,025,000 of deferred underwriting fees if the underwriters’ over-allotment option is exercised in full), in each case before fees and expenses associated with our initial business combination (other than deferred underwriting fees), we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt leverage ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

 

Effecting our Initial Business Combination

 

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

 

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.

 

We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business, nor have they had any discussions regarding possible target businesses among themselves or with our underwriters or other advisors. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with us and we will not consider a business combination with any company that has already been identified to management. Additionally, we have not, nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.

 

We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions with any business combination target. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business, other than our officers and directors. Accordingly, there is no current basis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

 

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

 

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Sources of Target Businesses

 

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

 

In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their respective affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

 

We also expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction; in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). None of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated acquisition of such target by us.

 

We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from either an independent investment banking firm that is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Furthermore, in the event that we seek such a business combination, we expect that the independent members of our board of directors would be involved in the process for considering and approving the transaction.

 

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under the Companies Act. See “Management — Conflicts of Interest.”

 

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Evaluation of a Target Business and Structuring of our Initial Business Combination

 

Nasdaq rules require that we consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). The fair market value of our initial business combination will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation, a valuation based on trading multiples of comparable public businesses or a valuation based on the financial metrics of M&A transactions of comparable businesses. 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 or another independent entity that ordinarily renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not 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 a target’s assets or prospects. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operation.

 

In any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be valued for purposes of the 80% of fair market value test. There is no basis for investors in this offering to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination.

 

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

 

In evaluating a prospective target business, we expect to conduct a thorough due diligence review, which will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the 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 business combination. The company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.

 

Lack of Business Diversification

 

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

 

 subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and
   
 cause us to depend on the marketing and sale of a single product or limited number of products or services.

 

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Limited Ability to Evaluate the Target’s Management Team

 

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

 

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination. Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

 

Shareholders May Not Have the Ability to Approve our Initial Business Combination

 

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

 

Type of Transaction Whether
Shareholder
Approval is
Required
Purchase of assets No
Purchase of stock of target not involving a merger with the company No
Merger of target into a subsidiary of the company No
Merger of the company with a target Yes

 

Under Nasdaq’s listing rules, shareholder approval would be required for our initial business combination if, for example:

 

 we issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then outstanding (other than in a public offering);
   
 any of our directors, officers or substantial shareholders (as defined by the Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or
   
 the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

 

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

 

 the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;
   
 the expected cost of holding a shareholder vote;
   
 the risk that the shareholders would fail to approve the proposed business combination;
   
 other time and budget constraints of the company; and
   
 additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

 

Permitted Purchases of Our Securities

 

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 shares or warrants our 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. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. 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. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions prior to completion of our initial business combination.

 

Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing our securities during certain blackout periods when they are in possession of any material non-public information and (ii) clear all trades of company securities with a compliance officer prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

 

The purpose of any such purchases of 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 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 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.

 

Our sponsor, officers, directors and/or any of their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately-negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests tendered by shareholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination. Such persons would select the shareholders from whom to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. Our sponsor, officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

 

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Any purchases by our sponsor, officers, directors and/or their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their respective affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. 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.

 

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

 

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a 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 completion 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, if any, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.10 per public share representing $101,000,000 or $116,150,000 if the over-allotment is exercised. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

 

The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Our sponsor, directors and each member of our management have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association that would affect 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 have not completed an initial business combination within the period to consummate the initial business combination. However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of deferred underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares at such time. 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 12-month time period.

 

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $700,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. We will depend on sufficient interest being earned on the proceeds held in the trust account to pay any tax obligations we may owe. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $101,000 of such accrued interest to pay taxes, and these costs and expenses.

 

Limitations on Redemptions

 

Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). However, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

 

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Manner of Conducting Redemptions

 

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

 

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

 

 conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
   
 file proxy materials with the SEC.

 

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 a majority of the outstanding ordinary shares voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holder present in person or by proxy of shares of the company representing a majority of the voting power of all outstanding shares of the company entitled to vote at such meeting. Our initial shareholders will count towards this quorum and, pursuant to the terms of a letter agreement entered into with us, our sponsor and members of our management team have agreed to vote their founder shares and any public shares purchased during or after this offering, in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding ordinary shares voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Additionally, each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction (subject to the limitation described in this prospectus.

 

Our meeting quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will complete our initial business combination. Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a shareholder on the record date for the shareholder meeting held to approve the proposed transaction. In addition, our sponsor, directors and each member of our management, 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 held by them in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association that would affect 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 have not completed an initial business combination within the period to consummate the initial business combination.

 

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If, however, shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association:

 

 conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
   
 file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

 

Upon the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

 

Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

 

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

 

Notwithstanding the foregoing, 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 will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to 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 business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

 

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Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in this offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

 

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

 

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

 

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

 

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

 

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

 

If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares. If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 12 months (subject to a six month extension of time) from the closing of this offering.

 

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Redemption of Public Shares and Liquidation if no Initial Business Combination

 

Our amended and restated memorandum and articles of association will provide that we will have only the period to consummate the initial business combination to complete an initial business combination. If we have not completed an initial business combination within the period to consummate the initial business combination, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $101,000 of interest to pay taxes and potentially, dissolution expenses), divided by the number of the then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under the Companies Act to provide for claims of creditors and the requirements of other applicable law.

 

Our sponsor, directors and each member of our management have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we do not complete an initial business combination within the period to consummate the initial business combination. However, if our sponsor, directors or members of our management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we do not complete an initial business combination within the period to consummate the initial business combination.

 

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

 

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $700,000 of proceeds held outside the trust account plus up to $101,000 of funds from the interest on the trust account available to us to pay taxes and if needed, dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.

 

If we were to expend all of the net proceeds of this offering the sale of the placement units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00. Under the Companies Act, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our shareholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

 

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Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

 

The underwriters will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.10 per unit, due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our taxes, if any, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act

 

In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

 

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.10 per unit, due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes, if any, and our sponsor asserts that they are unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per unit.

 

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

 

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We will have access to up to approximately $700,000 from the proceeds of this offering and the sale of the placement units with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation). In the event that we liquidate, and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our trust account received by any such shareholder. In the event that our offering expenses exceed our estimate of $405,300, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $405,300, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

 

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

 

If we do not complete our initial business combination within the period to consummate the initial business combination, 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 that may be released to us to pay our taxes, if any (less up to $101,000 of interest to pay taxes and if needed, 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 liquidating 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, dissolve and liquidate, subject in each case to our obligations under the Companies Act to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following our 24th month and, therefore, we do not intend to comply with those procedures. As such, our shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our shareholders may extend well beyond the third anniversary of such date.

 

As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.10 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

 

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If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.10 per unit to our public shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some, or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

 

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

 

Comparison of Redemption or Purchase Prices in Connection with our Initial Business Combination and if We Do Not Complete our Initial Business Combination

 

The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we have not completed our initial business combination within the period to consummate the initial business combination.

 

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  Redemptions in Connection
with our Initial
Business Combination
 Other Permitted Purchases
of Public Shares by
us or our Affiliates
 Redemptions if we fail
to Complete an Initial
Business Combination
Calculation of redemption price Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the completion of the initial business combination (which is initially anticipated to be $10.00 per unit), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $101,000 of interest to pay taxes and dissolution expenses) divided by the number of the then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their respective affiliates may pay in these 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 by Regulation M 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. If we have not completed an initial business combination within the period to consummate the initial business combination, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per unit), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $101,000 of interest to pay taxes and dissolution expenses) divided by the number of the then outstanding public shares.

 

140
 

 

  Redemptions in Connection
with our Initial
Business Combination
 Other Permitted Purchases
of Public Shares by
us or our Affiliates
 Redemptions if we fail
to Complete an Initial
Business Combination
    
Impact to remaining shareholders The redemptions in connection with our initial business combination will reduce the book value per unit for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and taxes payable. If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. The redemption of our public shares if we do not complete our initial business combination will reduce the book value per unit for the shares held by our sponsor, who will be our only remaining shareholder after such redemptions.

 

Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419

 

The following table compares the terms of this offering to the terms of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes that the gross proceeds, underwriting commissions and underwriting expenses of our offering would be identical to those of an offering undertaken by a company subject to Rule 419, and that the underwriters will not exercise their over-allotment option. None of the provisions of Rule 419 apply to our offering.

 

  Terms of Our Offering Terms Under a Rule 419 Offering
Escrow of offering proceeds $101,000,000 of the net proceeds of this offering and the sale of the placement units will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company, acting as trustee. Approximately $85,500,000 of the offering proceeds, representing the gross proceeds of this offering would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
     
Investment of net proceeds $101,000,000 of the net proceeds of this offering and the sale of the placement units held in trust will be invested only in U.S. government treasury obligations with a maturity of 180 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. Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.

 

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  Terms of Our Offering Terms Under a Rule 419 Offering
Receipt of interest on escrowed funds Interest income (if any) on proceeds from the trust account to be paid to shareholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $101,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination
     
Limitation on fair value or net assets of target business Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.

 

Trading of securities issued The public shares are expected to begin trading on or promptly after the date of this prospectus. No trading of the public shares would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
     
Exercise of the warrants The warrants cannot be exercised until the later of 12 months from the closing of this offering or 30 days after the completion of our initial business combination. The warrants could be exercised prior to the completion of a business combination, but securities received, and cash paid in connection with the exercise would be deposited in the escrow or trust account.

 

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  Terms of Our Offering Terms Under a Rule 419 Offering
     
Election to remain an investor We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per-share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the completion of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $101,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares voted are voted in favor of the initial business combination. Additionally, each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.  A prospectus containing information pertaining to the initial business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.

 

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  Terms of Our Offering Terms Under a Rule 419 Offering
Business combination deadline If we have not completed an initial business combination within the period to consummate the initial business combination, 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 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $101,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under the Companies Act to provide for claims of creditors and the requirements of other applicable law. If an acquisition has not been completed within 12 months (subject to a six month extension of time) after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.
     
Release of funds 

Except for the withdrawal of interest income (if any) to pay our taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of:

 

(i) the completion of our initial business combination,

 

(ii) the redemption of 100% of our public shares if we have not completed an initial business combination within the period to consummate the initial business combination, subject to applicable law, or

 

(iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association that (A) would affect 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 have not completed an initial business combination within the period to consummate the initial business combination or (B) with respect to the rights of holders of our Class A ordinary shares and any other provisions relating to shareholders’ rights or pre-initial business combination activity.

 The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.

 

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Terms Under a Rule 419 Offering

 

The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.

 

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 blank check companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic business combinations. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than we do. 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 initial business combination of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

 

Facilities

 

Our executive offices are located at 1 Duplex Penthouse, Unit A-33A-6, Level 33A, Tower A, UOA Bangsar Tower, No. 5, Bangsar Utama 1 Road, 59000 Kuala Lumpur, Malaysia, and our telephone number is +603 2770 2752. We consider our current office space adequate for our current operations.

 

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Employees

 

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

 

Periodic Reporting and Financial Information

 

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

 

We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements may be required to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.

 

We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2022, as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

 

Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the completion of our initial business combination.

 

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

 

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

 

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates equals or exceeds $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

 

Legal Proceedings

 

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 12 months (subject to a six month extension of time) preceding the date of this prospectus.

 

MANAGEMENT

 

Officers, Directors and Director Nominees

 

Our officers, directors and director nominees are as follows:

 

Name Age Position
John Tan Honjian 32 Chairman of the Board and Chief Executive Officer
Gilbert Loke (Che Chan) 66 Chief Financial Officer and Director
Andy Chow (Siu Hang) 45 Independent Director Nominee
Dr. Li Zhong Yuan 59 Independent Director Nominee
Christopher Clower 55 Independent Director Nominee

 

Our Management Team

 

Our management team is led by John Tan, our Chief Executive Officer and Chairman of the Board, who has been leading the Asia-Pacific (APAC)-focused Hong Kong-headquartered private equity investment group with AUM exceeding $500 million, and Gilbert Loke, our Chief Financial Officer, who brings extensive accounting and financial experience including several dozens of IPOs; their summary biographies and those of our independent director nominees and advisors appear in the following narrative.

 

John Tan Honjian, Chief Executive Officer and Chairman of the Board

 

Mr. Tan brings extensive experience as a corporate strategist and private equity investor who brings significant legal experience with local and cross-border corporate mergers and acquisitions, corporate joint ventures and strategic alliances, foreign investment, private equity and venture capital deals, private fund establishment and structuring for private equity fund and venture capital funds, project financing, structuring of investment deals for high net-worth family offices, strategic structuring of business deals, and property transactions for both corporate and individual clients.

 

Since January 2015, Mr. Tan has served as Chairman and CEO of AEI Capital Group located in Hong Kong, Kuala Lumpur and Shenzhen, where he lead the Asia-Pacific-focused private equity investment group with AUM exceeding USD $500 million with the support of a seasoned team backed by diverse experience in more than 100 M&A transactions, exceeding 50 private equity deals and above 20 IPO exercises in major financial centers such as New York, Hong Kong, Singapore, Sydney and Kuala Lumpur. AEI Capital Group specializes in late-stage, pre-IPO investments, merger and acquisition/joint venture transactions, private equity/venture capital deals, private investment in public equity (PIPE), hedge fund portfolio, private fund structuring, and buy-out of high growth small and medium-sized enterprises and tech ventures, with preferred exit via IPO on global stock exchanges such as HKEX, ASX and NASDAQ. AEI Capital Group received the award of Best Private Equity Firm (East Asia) in Fund Awards 2021 granted by Wealth & Finance International (WFI).

 

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Since January 2016, Mr. Tan has served as a Partner with Ng, Gan and Partners in Kuala Lumpur, Malaysia and has served as President of AEI Tech Venture Group where he provides board-level guidance to this tech venture builder with an in-house early-stage investment arm that co-builds digital business units of established mid-sized pre-IPO companies under AEI Capital’s investment portfolio. Since January 2017, Mr. Tan has served as President for Ashita Group in Malaysia where he chairs the Strategic Planning Committee on the Board of this corporate group exceeding billion-dollar annual turnover and provides board-level guidance and leadership for the capitalization, strategization and digitization while catalyzing the Ashita Group’s tremendous topline growth by 400% within 5 years to get very close to the milestone of second-billion turnover soon, steering valuation of the Group to jump by 1600% within 5 years in private markets. Mr. Tan joined the Board after AEI Capital became the largest institutional investor in Ashita Group.

 

Since January 2020, Mr. Tan has served as co-President, Investment Banking Services Group at European Credit Investment Bank Ltd. where he leads its offshore investment banking services group to serve small-mid cap listed companies across Asia Pacific whose capital market needs are still mostly underserved by onshore investment banks and global institutional investors. Mr. Tan has served on the board of directors of various high growth companies across Asia Pacific and acted as the Board advisor to various public listed companies across Asia Pacific.

 

Earlier in his career, Mr. Tan specialized in mergers and acquisitions, capital markets and private equity as a common law-qualified cross-border corporate lawyer at Rajah and Tann Singapore LLP, the largest law firm in ASEAN, headquartered in Singapore, with affiliate offices in Cambodia, China, Indonesia, Laos, Malaysia, Myanmar, Philippines, Thailand and Vietnam, and founded in 1976. Mr. Tan also served as the regional counsel for a Fortune 100 Company in charge of the ASEAN and South Asia regions. Mr. Tan has received the honor of Global Innovator Award 2018 in Finance and Investment Category by Global SME Alliance, United Nations due to his significant contribution on ASEAN-plus-China One-Belt-One-Road private equity investment thesis. Mr. Tan spoke as a Panel Speaker in Global SME Summit alongside with global leaders such as France ex-Prime Minister Mr. Jean-Pierre Raffarin and China ex-Vice Premier Mdm. Wu Gui Xian. Mr. Tan completed his Master of Business Administration (MBA) Essentials Programme at the London School of Economics and Political Science (LSE), with Executive Program completed at University of Oxford on Blockchain Strategy.

 

Gilbert Loke (Che Chan), Chief Financial Officer and Director

 

Mr. Loke brings extensive experience in the financial industry, with an emphasis on corporate and private banking. Mr. Loke has served as the Chairman and Chief Financial Officer of and Chief Financial Officer of Greenpro Capital Corp (NASDAQ:GRNQ) since July 2019 and as Chief Financial Officer and Executive Director of Greenpro Venture Capital Ltd. since its inception on July 19, 2013. Mr. Loke has extensive knowledge in accounting and has been an accountant for more than 30 years. He was trained and qualified with UHY (formerly known as Hacker Young), Chartered Accountants, one of the large accounting firms based in London, England between 1980 and 1988. His extensive experience in auditing, accounting, taxation, SOX compliance and corporate listing has prompted him to specialize in corporate advisory, risk management and internal controls serving those small medium-sized enterprises.

 

From September 1999 until June 2013, Mr. Loke served as an adjunct lecturer in ACCA P3 Business Analysis at HKU SPACE (HKU School of Professional and Continuing Education), which is an extension of the University of Hong Kong and provides professional and continuing education. Mr. Loke worked as an independent, non-executive director of ZMay Holdings Limited, a public company listed on the Hong Kong Stock Exchange from January 2008 to July 2008, as Chief Financial Officer for Asia Properties Inc. from May 31, 2011 to March 28, 2012, and Sino Bioenergy Inc., with both companies listed on the OTC Markets in the United States from 2011 to 2012. Mr. Loke has served as the Chief Executive Officer and a director of Greenpro Resources Corporation since October 16, 2012. He has also served the Chief Executive Officer and a director of Moxian Corporation from October 2012 until December 2014. Mr. Loke served as an independent director of Odenza Corp. from February 2013 to May 2015. He has also served as the Chief Financial Officer, Secretary, Treasurer, and a director of CGN Nanotech, Inc. from September 4, 2014 to September 28, 2016.

 

Mr. Loke served as director of Greenpro Talents Ltd. from November 16, 2015 to June 6, 2017, and as director of GC Investment Management Limited, which is the investment manager of Greenpro Asia Strategic SPC, since April 6, 2016. Mr. Loke earned his Masters of Business Administration degree (MBA) from Bulacan State University, Philippines, and earned his professional accountancy qualifications from the ACCA, AIA and HKICPA. He also earned other professional qualifications from the HKICS, ICSA as Chartered Secretary, FPAM - Malaysia as a Certified Financial Planner, ATIHK as tax adviser in Hong Kong and CWM Institute as Chartered Wealth Manager in Hong Kong. Mr. Loke brings to the board of directors accounting and financial expertise and business leadership.

 

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Our Independent Director Nominees

 

Andy Chow (Siu Hang), Independent Director Nominee, Chair of the Audit Committee, Member of the Compensation Committee and Member of the Corporate Governance and Nominating Committee

 

Mr. Chow brings more than 20 years of investment banking and financial experience and is currently Chief Executive Officer and in charge of investment banking of Eddid Capital Ltd. (Hong Kong SFC-licensed investment bank) since May 2020, where he has led and actively participated in various large-scale Hong Kong listings, financial advisory, equity and bond placements and underwritings, domestic and overseas mergers and acquisitions, corporate restructurings, pre-IPO investments and other projects, raising more than US$50 billion in the aggregate. He also currently sits on the board of directors of Eddid Special Portfolio Investment Fund SPC since October 2020, Hong Kong-listed Yincheng Life Service Co. Ltd. (1922:HK) since June 2018, is a member of the audit committee of the board of Yincheng International Holding Co. Ltd. (1902:HK) and Ziyuanyuan Holdings Group Ltd. (8223:HK) since October 2019, in the capacity of independent director on each board.

 

Mr. Chow served in management positions in many large-scale Chinese and Hong Kong listed investment banks, including the managing director of Investment Banking Department of Essence International, the managing director and head of Investment Banking Department of CASH Financial Services Group, the managing director and head of Corporate Finance Department of CEB International, the executive director of Corporate Finance Department of Bank of Communications International, the associate director of Corporate Finance Department of Bank of China International and the manager of Corporate Finance Department of Haitong International. Mr. Chow has completed multiple IPOs on the Hong Kong Main Board involving numerous asset classes including financial technology, financial services, healthcare and pharma, industrial and engineering, environmental, food and beverage, REITs, real estate and construction, and coal.

 

Mr. Chow graduated City University of Hong Kong with a Bachelor’s Degree in Accounting. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants.

 

Dr. Li Zhong Yuan, Independent Director Nominee, Chair of the Compensation Committee, Member of the Audit Committee and Member of the Corporate Governance and Nominating Committee

 

Dr. Li brings nearly 30 years of financial services experience including bringing mathematics to the process of investment successfully. From June 2016 to July 2021, Dr. Li has served as the Executive Chairman of Pan Asia Data Holdings Inc. (1561:HK), listed on Hong Kong Main Board from June 2016 until July 2021. Dr. Li is currently the Chairman of the Board of Beijing Universal Medical Assistance Co. Ltd. and sits on the board of directors of Essenlix Corporation. Previously, Dr. Li occupied the position of Executive Director at China Health Group Limited (673:HK) since 2001 until June 2016. Dr Li is also a member of the international Advisory Board of the University of California at San Diego’s School of Global Policy and Strategy and its 21st Century China Center’s China Leadership Board member. Prior to that, Dr. Li held senior positions with a number of major international investment banks on Wall Street, including Bankers Trust Company, Salomon Brothers and IBJ Asia Limited and has extensive experience in capital raising and risk management and innovatively structured financial products until starting his own independent businesses in 2000 including incubating and driving up innovative service ventures from scratch to successful exit as anchor principal. In late 1996, Dr. Li was in charge of building up capital markets and derivative businesses in multi-asset classes in Northern Asia and was a director of Rabobank International before setting up a financial and technology investment firm.

 

Dr. Li is experienced in financial services and algorithmic technology and economy. Dr. Li has held roles as member of boards of directors and advisory boards of several innovative enterprises globally. Dr. Li received a doctorate (Ph.D.) from the University of Michigan in mathematics in 1990 and subsequently worked as an Assistant Professor of Mathematics at the Massachusetts Institute of Technology, the USA (“MIT”), where he was consecutively awarded research grants from the National Science Foundation.

 

Christopher Clower, Independent Director Nominee, Chair of the Corporate Governance and Nominating Committee, Member of the Audit Committee and Member of the Compensation Committee

 

Mr. Clower has been in the financial industry for approximately 27 years, and has raised more than $4 billion in capital for his clients. Mr. Clower co-founded, and built PT Manoor Bulatn Lestari, an Indonesian resource company, and sold it for more than $120 million and achieved 30x return on investment in two years for himself and his investors. Mr. Clover serves as the Chief Operating Officer of Welbsach Holdings Pte Ltd. of Singapore since April 2021, as Director of N51 Capital Management Pte Ltd. since February 2021, as Director of BetShop Pte Ltd. since February 2021, as a Director of Argo Lake Management Pte Ltd. since November 2020, Chief Executive Officer, Director of Tiger Tech Acquisition Corp Pte Ltd. since October 2020. He also serves as Director of Batavia Prosperindo Premium Pte Ltd. since February 2017 and non-executive director for Malacca Trust Pte Ltd. since February 2015 and Director of Batavia Prosperindo Premium Pte Ltd. since February 2017 and Commissioner of PT Batavia Prosperindo Asset Management since January 2014.

 

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Previously, Mr. Clower was Managing Director and Head of Corporate Finance for Southeast Asia at Merrill Lynch for 11 years when he left the firm in 2009. Mr. Clower sits on a number of boards of financial services and financial technology companies in Southeast Asia, including PT Batavia Prosperindo Finance Tbk, an Indonesian consumer finance company, listed on the Indonesia Stock Exchange and regulated by OJK, the Indonesia Government financial regulatory authority. Mr. Clower also continues to advise on and invest in deals with a network of private investors, and helps build companies, primarily in Southeast Asia.

 

Prior to Merrill Lynch, Mr. Clower was with Deutsche Bank investment banking in Singapore and Bankers Trust investment banking in New York and Chicago. Mr. Clower has a bachelor of science degree in Nuclear Engineering from Northwestern University through a US military scholarship, and an MBA with Honors from University of Chicago.

 

Our independent director nominees have experience in public company governance, executive leadership, operational oversight and capital markets experience. Our directors also have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates as well as following the completion of our initial business combination.

 

Number and Terms of Office of Officers and Directors

 

We intend to have five directors upon completion of this offering. Our board of directors will be divided into three classes, with only one class of directors being elected in each year and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. In accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. Moreover, there is no requirement under the Companies Act for us to hold annual or general meetings or appoint directors.

 

The term of office of the first class of directors, consists of Christopher Clower, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Andy Chow and Dr. Li Zhong Yuan, will expire at our second annual meeting of the shareholders. The term of office of the third class of directors, consisting of John Tan and Gilbert Loke, will expire at our third annual meeting of shareholders. We may not hold an annual meeting of shareholders until after we complete our initial business combination. We may not hold an annual meeting of shareholders until after we complete our initial business combination.

 

Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor, upon completion of an initial business combination, will be entitled to nominate individuals for election to our board of directors, as long as our sponsor holds any securities covered by the registration rights agreement.

 

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to nominate persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of one or more chairman of the board of directors, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.

 

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Director Independence

 

Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We expect that our board of directors will determine that Andy Chow, Dr. Li Zhong Yuan and Christopher Clower are “independent directors,” as defined in Nasdaq listing standards and applicable SEC rules prior to completion of this offering. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

 

Executive Officer and Director Compensation

 

None of our executive officers or directors have received any cash compensation for services rendered to us. In addition, our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their respective affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and completing an initial business combination. In addition, our sponsor has transferred 45,000 founder shares among our Chief Financial Officer and our three independent director nominees at their original purchase price pursuant to executed securities assignment agreements, effective as of August 6, 2021. The founder shares will be worthless if we do not complete an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

 

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

 

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

 

Committees of the Board of Directors

 

Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a compensation committee and a corporate governance and nominating committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors.

 

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Audit Committee

 

A listed company of the Nasdaq must have an audit committee with a minimum of three independent directors who satisfy the independence requirements of Rule 10A-3. Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. Messrs. Andy Chow, Dr. Li Zhong Yuan and Christopher Clower will serve as members of our audit committee. Our board of directors has determined that each of Andy Chow, Dr. Li Zhong Yuan and Christopher Clower meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Mr. Andy Chow will serve as the chairman of the audit committee.

 

Each member of the audit committee is financially literate and our board of directors has determined that each qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

 

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

 

 appointing, compensating and overseeing our independent registered public accounting firm;
   
 reviewing and approving the annual audit plan for the company and assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;
   
 overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements;
   
 discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm;
   
 pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
   
 appointing or replacing the independent registered public accounting firm;
   
 establishing procedures for the receipt, retention and treatment of complaints (including anonymous complaints) we receive concerning accounting, internal accounting controls, auditing matters or potential violations of law;

 

 monitoring our environmental sustainability and governance practices;
   
 establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;
   
 approving audit and non-audit services provided by our independent registered public accounting firm;
   
 discussing earnings press releases and financial information provided to analysts and rating agencies;
   
 discussing with management our policies and practices with respect to risk assessment and risk management;

 

 reviewing any material transaction between our Chief Financial Officer that has been approved in accordance with our Code of Ethics for our officers, and providing prior written approval of any material transaction between us and our President, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities; and
   
 producing an annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations.

 

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The audit committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.

 

Compensation Committee

 

Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of our board of directors. The members of our compensation committee will be Messrs. Andy Chow, Dr. Li Zhong Yuan and Christopher Clower. Dr. Li Zhong Yuan will serve as chairman of the compensation committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent directors.

 

Our board of directors has determined that each of Messrs. Andy Chow, Dr. Li Zhong Yuan and Christopher Clower is independent. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:

 

 reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation;
   
 reviewing and making recommendations to our board of salaries and approving incentive compensation and equity awards, as well as compensation policies, for all other officers who file reports of their ownership, and changes in ownership, of the company’s ordinary shares under Section 16(a) of the Exchange Act (the “Section 16 Officers”), as designated by our board of directors;
   
 making recommendations to the board of directors with respect to incentive compensation programs and equity-based plans that are subject to board approval;
   
 approving any employment or severance agreements with our Section 16 Officers;
   
 granting any awards under equity compensation plans and annual bonus plans to our President and the Section 16 Officers;
   
 approving the compensation of our directors; and
   
 producing an annual report on executive compensation for inclusion in our proxy statement, in accordance with applicable rules and regulations.

 

Notwithstanding the foregoing, as indicated above, other than the payment to AEI Capital SPAC Venture II LLC, our sponsor, or its affiliate, of $10,000 per month, for up to 12 months (subject to a six month extension of time) from the closing of this offering, for office space, utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

 

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The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

 

Compensation Committee Interlocks and Insider Participation

 

None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.

 

Corporate Governance and Nominating Committee

 

Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a corporate governance and nominating committee of our board of directors. The members of our corporate governance and nominating committee will be Andy Chow, Dr. Li Zhong Yuan and Christopher Clower and it will be chaired by Mr. Christopher Clower. Under the Nasdaq listing standards, we are required to have a corporate governance and nominating committee composed entirely of independent directors.

 

Our board of directors has determined that each of Mr. Andy Chow, Dr. Li Zhong Yuan and Christopher Clower is independent. The primary function of the corporate governance and nominating committee include:

 

 identifying individuals qualified to become members of the board of directors and making recommendations to the board of directors regarding nominees for election;
   
 reviewing the independence of each director and making a recommendation to the board of directors with respect to each director’s independence;
   
 developing and recommending to the board of directors the corporate governance principles applicable to us and reviewing our corporate governance guidelines at least annually;
   
 making recommendations to the board of directors with respect to the membership of the audit, compensation and corporate governance and nominating committees;
   
 overseeing the evaluation of the performance of the board of directors and its committees on a continuing basis, including an annual self-evaluation of the performance of the corporate governance and nominating committee;
   
 considering the adequacy of our governance structures and policies, including as they relate to our environmental sustainability and governance practices;
   
 considering director nominees recommended by shareholders; and
   
 reviewing our overall corporate governance and reporting to the board of directors on its findings and any recommendations.

 

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Guidelines for Selecting Director Nominees

 

The guidelines for selecting nominees, which will be specified a charter to be adopted by us, generally provide that, with regards to persons to be nominated:

 

 should possess personal qualities and characteristics, accomplishments and reputation in the business community;
   
 should have current knowledge and contacts in the communities in which we do business and, in our industry, or other industries relevant to our business;
   
 should have the ability and willingness to commit adequate time to the board of directors and committee matters;
   
 should demonstrate ability and willingness to commit adequate time to the board of directors and committee matters;

 

 should possess the fit of the individual’s skills and personality with those of other directors and potential directors in building a board of directors that is effective, collegial and responsive to our needs; and
   
 should demonstrate diversity of viewpoints, background, experience, and other demographics, and all aspects of diversity in order to enable the board of directors to perform its duties and responsibilities effectively, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation.

 

Each year in connection with the nomination of candidates for election to the board of directors, the corporate governance and nominating committee will evaluate the background of each candidate, including candidates that may be submitted by our shareholders.

 

Code of Ethics

 

Upon the effectiveness of the registration statement of which this prospectus forms a part, we will have adopted a Code of Ethics applicable to our directors, officers and employees. We will file a copy of our Code of Ethics and our audit committee charter as exhibits to the registration statement of which this prospectus is a part. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. See the section of this prospectus entitled “Where You Can Find Additional Information.”

 

Conflicts of Interest

 

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

 

 (i)duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
   
 (ii)duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
   
 (iii)directors should not improperly fetter the exercise of future discretion;
   
 (iv)duty to exercise powers fairly as between different sections of shareholders;
   
 (v)duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
   
 (vi)duty to exercise independent judgment.

 

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

 

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As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. AEI Capital Ltd. manages several investment vehicles, which may compete with us for business combination opportunities. If these investment vehicles decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. In addition, investment ideas generated within AEI Capital Ltd. may be suitable for both us and for a current or future AEI Capital Ltd. investment vehicle and may be directed to such investment vehicle rather than to us. Neither AEI Capital Ltd. nor members of our management team who are also employed by AEI Capital Ltd. have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member solely in his or her capacity as an officer of the company. AEI Capital Ltd. and each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required.

 

Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Moreover, our sponsor, officers and directors, or their affiliates, may sponsor or form additional special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination because (i) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and (ii) we may pursue a board universe of targets.

 

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under the Companies Act. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to identify and pursue business combination opportunities or to complete our initial business combination.

 

In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis.

 

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Below is a table summarizing the entities to which our founder, executive officers, directors and director nominees currently have fiduciary duties, contractual obligations or other current material management relationships:

 

Individual(1) Entity(2) Entity’s Business Affiliation
John Tan AEI Capital Ltd. Investments Chairman and CEO
  Ng, Gan and Partners Law Partner
  Ashita Group Consumer & Technology President, Chair of Strategic Planning Comm.
  

European Credit Investment Bank Ltd.

AEI Fund Management Co. Ltd AEI Capital Group Sdn Bhd,

 

AEI Capital (SG) Pte Ltd

AEI International Holdings Ltd

 

Investment Banking

 

Asset Management

Investment Holding & Advisory

Advisory

Investment Holding

 

Co-President

 

Director

Director

 

Director

Director

Gilbert Loke Greenpro Capital Corp Financial Services Chairman and Chief Financial Officer
  

Greenpro Venture Capital Ltd.

 

Acorn Finance Limited

Acorn Assets & Equity Limited Acorn GP Global Solutions Limited

Greenpro Trust Limited

Greenpro Custodian Limited

Greenpro Global OBOR Investment Limited

Greenpro Custodian Service Limited

Shen Zhen Qianhai Greenpro Investment Advisory Limited

Greenpro Assets Custodian Services Limited

ABACUS Capital Limited

Falcon Certified Public Accountants Limited

Falcon Venture Capital limited

Falcon Management Limited

Falcon Training Limited

Falcon Wealth Management Limited

Fortune Elite Limited

GC Investment Management Limited

Hong Kong Blossom International Limited

Acorn Capital Asia Sdn. Bhd.

 

Venture Capital

 

Advisory

Advisory

Advisory

 

Trust Services

Custodianship

Investment

 

Custodian Service

 

Advisory

 

Advisory

 

Advisory

Accounting Services

 

Venture Capital

Advisory

Training Services

Wealth Management

 

Advisory

Investment Management

 

Advisory

 

Investment Fund

 

Chief Financial Officer and Executive Director

Director

Director

Director

Director

Director

Director

Director

 

Director

 

Director

 

Director

 

Director

Director

 

Director

Director

Director

Director

 

Director

Director

 

Director

 

Director

Andy Chow 

Eddid Capital Ltd.

Eddid Special Portfolio Investment Fund SPC

Yincheng Life Service Co. Ltd.

 

Yincheng International Holding Co. Ltd.

Ziyuanyuan Holdings Group Ltd.

 

Investment Banking

Hedge Fund

Property Management

Property Management Services

Property Management Services

Financial Leasing & Property Management Services

 

Chief Executive Officer

Director

Independent Director

Independent Director

 

Audit Committee, Independent Director

Director

 

Dr. Li Zhong Yuan Pan Asia Data Holdings Inc. Asset Management Executive Chairman
  Beijing Universal Medical Assistance Co. Ltd. Insurance Technology Chairman of the Board
  Essenlix Corporation Healthcare Technology Board of Directors
  The Coalition for Health at Lower Cost Healthcare Advocacy Advisory Board
  University of San Diego School of Global Strategy & Policy Education Member of Int’l Advisory Board; Member of China Leadership Board
Christopher Clower Welbsach Holdings Ltd. Financial Services Director
  Malacca Trust Private Ltd. Financial Services Director
  

PT Batavia Prosperindo Finance Tbk

N51 Capital Management Pte Ltd.

BetShop Pte Ltd.

Argo Lake Management Pte Ltd.

Argo Lake Management LLC

Tiger Tech Acquisition Corp Tiger Tech Acquisition Corp Pte Ltd.

Batavia Prosperindo Premium Pte Ltd.

 

 

Financial Services

 

Financial Services

 

APP Digital Media

Financial Services

Financial Services

Financial Services

Financial Services

 

Financial Services

 

Commissioner

 

Director

 

Director

Director

Director

Director

Chief Executive Officer and Director

Director

 

 (1)Each person has a fiduciary duty with respect to the listed entities next to their respective names.
 (2)Each of the entities listed in this table has priority and preference relative to our company with respect to the performance by each individual listed in this table of his or her obligations and the presentation by each such individual of business opportunities.

 

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Accordingly, if any of the above executive officers, directors or director nominees becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity.

 

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that ordinarily renders valuation opinions, that such an initial business combination is fair to our company from a financial point of view.

 

In the event that we submit our initial business combination to our public shareholders for a vote, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares or placement shares held by them and any public shares purchased during or after the offering (including in open market and privately negotiated transactions) in favor of our initial business combination.

 

Potential investors should also be aware of the following other potential conflicts of interest:

 

 Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers and directors is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers and directors are not obligated to contribute any specific number of hours per week to our affairs
   
 Our sponsor subscribed for founder shares prior to the date of this prospectus and will purchase placement units in a transaction that will close simultaneously with the closing of this offering.
   
 Our sponsor, directors and each member of our management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association that would affect 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 have not completed an initial business combination within the period to consummate the initial business combination. Additionally, our sponsor has agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we do not complete our initial business combination within the prescribed time frame. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares (and any Class A ordinary shares issuable upon conversion thereof) until the earlier to occur of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our Class A ordinary shares equals or exceeds $12.00 per unit (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) if we complete a transaction after our initial business combination the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, other than to specified permitted transferees or subsequent to our initial business combination in connection with a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.
   
 The placement units will not be transferable until 30 days following the completion of our initial business combination. Because certain of our executive officers and directors will own ordinary shares directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
   
 Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.

 

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We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, will obtain an opinion from either an independent investment banking firm that is a member of FINRA or from an independent accounting firm that such initial business combination is fair to our company from a financial point of view. Furthermore, in the event that we seek such a business combination, we expect that the independent members of our board of directors would be involved in the process for considering and approving the transaction. Furthermore, in no event will our sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by the company any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination, except our sponsor transferred 45,000 founder shares among our Chief Executive Officer, Chief Financial Officer and our three independent director nominees at their original purchase price pursuant to executed securities assignment agreements, effective as of August 6, 2021.

 

We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and our sponsor and the members of our management team have agreed to vote any shares purchased during or after the offering, in favor of our initial business combination.

 

Limitation on Liability and Indemnification of Officers and Directors

 

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

 

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

 

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

 

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We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

 

We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association will permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether the Companies Act would permit such indemnification.

 

We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we complete an initial business combination.

 

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

 

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

 

PRINCIPAL SHAREHOLDERS

 

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of our Class A ordinary shares offered by this prospectus, and assuming no purchase of public shares in this offering, by:

 

 each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

 

 each of our executive officers, directors and director nominees that beneficially owns ordinary shares; and
   
 all our executive officers, directors and director nominees as a group.

 

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them.

 

On August 6, 2021, our sponsor paid an aggregate of $25,000, or approximately $0.01 per unit, in exchange for the issuance of 2,875,000 founder shares, par value $0.0001. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The per unit price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The post-offering percentages in the following table assume that the underwriters do not exercise their over-allotment option to purchase additional units, that our sponsor forfeits 375,000 founder shares, that our sponsor purchases 360,530 placement units and that there are 12,860,530 ordinary shares issued and outstanding after this offering.

 

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  Before Offering  After Offering 
Name and Address of Beneficial Owner(1) Number of
Shares
Beneficially
Owned(2)
  Approximate
Percentage of
Outstanding
Ordinary Shares
  Number of
Shares
Beneficially
Owned(2)
  Approximate
Percentage of
Outstanding
Ordinary Shares
 
AEI Capital SPAC Venture II LLC(3)(4)  2,800,000   97.39%  2,785,530   21.66%
John Tan(4)  2,800,000   97.39%  2,785,530   21.66%
Gilbert Loke  15,000   *       * 
Andy Chow  10,000   *       * 
Dr. Li Zhong Yuan  10,000   *       * 
Christopher Clower  10,000   *       * 
All executive officers and directors as a group (5 individuals)  2,845,000   99.00%  2,830,530   22.01%

 

*Less than 1%
  
(1)The business address of each of these entities and individuals is 1 Duplex Penthouse, Unit A-33A-6, Level 33A Tower A, UOA Bangsar Tower, No. 5, Bangsar Utama 1 Road, 59000 Kuala Lumpur, Malaysia. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
  
(2)Interests shown consist solely of founder shares, classified as Class B ordinary shares, as well as placement shares after this offering. Founder shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment, as described in the section of this prospectus entitled “Description of Securities.”
  
(3)AEI Capital SPAC Venture II LLC, our sponsor, is the record holder of the securities reported herein. AEI CapForce Venture II (Labuan) LLP and AEI CapForce Venture IV (Labuan) LLP, each private fund vehicles advised by European Credit Investment Bank Ltd. and managed by AEI Fund Management Co. Ltd., a fund management company operated by AEI Capital Ltd., a private equity firm with more than 20 years of combined experience with more than $500 million of asset under management (AUM).  
  

(4)

Mr. Tan is the controlling shareholder of AEI Capital Ltd.  

 

The founder shares held by our initial shareholders will represent at least 20% of our outstanding ordinary shares immediately following the completion of this offering (excluding any placement units and assuming our initial shareholders do not purchase any public shares in this offering), with the potential to own as a result of their founder shares up to 22.24% of the outstanding ordinary shares upon completion of this offering (including the placement units and assuming our initial shareholders do not purchase any public shares in this offering) based on certain triggering events.

 

Holders of our public shares will not have the right to appoint any directors to our board of directors prior to our initial business combination. Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions including our initial business combination.

 

The holders of the founder shares have agreed (a) to vote any founder shares owned by it in favor of any proposed business combination and (b) not to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business combination. Our sponsor and our executive officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.

 

Restrictions on Transfers of Founder Shares and placement units

 

The founder shares, placement units, and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreements entered into by our sponsor and management team.

 

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Our sponsor, directors and each member of our management team have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (a) one year after the completion of our initial business combination and (b) upon completion of our initial business combination, (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per unit (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property:

 

The placement units and their component securities are not transferable or salable until 30 days after the completion of our initial business combination. The foregoing restrictions are not applicable to transfers (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members or partners of our sponsor or its affiliates, any affiliates of our sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the completion of a business combination at prices no greater than the price at which the founder shares or placement units, as applicable, were originally purchased; (f) by virtue of the limited partnership agreements or other applicable organizational documents of our sponsor upon dissolution of our sponsor; (g) as distributions to limited partners or members of our sponsor; (h) by virtue of the laws of the Cayman Islands or of our sponsor’s organizational documents upon liquidation or dissolution of our sponsor; (i) to the company for no value for cancellation in connection with the completion of our initial business combination; (j) in the event of our liquidation prior to the completion of our initial business combination; or (k) in the event of our completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (h), or with the prior written consent of the company, these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements.

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

On August 6, 2021, our sponsor paid an aggregate of $25,000, or approximately $0.01 per unit, in exchange for the issuance of 2,875,000 founder shares, par value $0.0001. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of this offering (excluding the placement units and underlying securities). Up to 375,000 founder shares held by our sponsor are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised.

 

The founder shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder. Our sponsor has transferred 45,000 founder shares among our Chief Financial Officer and our three independent director nominees at their original purchase price pursuant to executed securities assignment agreements, effective as of August 6, 2021. Our sponsor transferred 30,000 Class B ordinary shares among its six advisors, 5,000 shares each to Juan Fernandez, Victor Chua, Dr. Eva Law, Puan Chan Cheong, Ye Xiang, and Hans-Peter Ressel, each of whom are members of our advisory board in connection with our potential future potential business combination. As a result, our sponsor currently owns 2,800,000 founder shares.

 

Our sponsor has agreed to purchase an aggregate of up to 360,530 placement units (or up to 398,030 placement units if the over-allotment option is exercised in full) for a purchase price of $10.00 per unit in a private placement that will occur simultaneously with the closing of this offering. There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares, placement shares or placement warrants, which will expire worthless if we do not consummate a business combination within the allotted 12-month period. Commencing on the date of this prospectus, we have agreed to pay our sponsor, a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

 

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As more fully discussed in “Management — Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

 

Other than equity provided to our independent directors, no compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

 

On July 8, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which we may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of this offering. As of August 8, 2021, we have borrowed $84,442 under the promissory note with our sponsor. This loan is non-interest bearing, unsecured and amounts drawn are due at the earlier of December 31, 2021, or the closing of this offering. The loan will be repaid upon the closing of this offering. The value of our sponsor’s interest in this transaction corresponds to the principal amount outstanding under any such loan.

 

In order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we will repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of 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.

 

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. We will enter into a registration rights agreement pursuant to which our sponsor will be entitled to certain registration rights with respect to the placement warrants and the Class A ordinary shares issuable upon conversion of the founder shares.

 

Policy for Approval of Related Party Transactions

 

We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.

 

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