Forward-Looking Statements
All statements other than statements of historical fact included in this annual report including, without limitation, statements under this "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this annual report, words such "may," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward-looking statements.
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Factors that might cause or contribute to such a discrepancy include, but are
not limited to, those described in our other
Overview
We are a blank check company incorporated as a
The issuance of additional ordinary shares in a business combination:
? may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions of the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; ? may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A 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; ? 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 indebtedness, 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 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 issued and outstanding; 54 ? 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, expenses, capital expenditures, acquisitions and 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, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
As indicated in the accompanying financial statements, at
Results of Operations and Known Trends or Future Events
We have not engaged in any revenue-generating operations to date. Our only
activities since inception have been organizational activities, preparations for
our initial public offering and, subsequent to our initial public offering,
searching for, and due diligence related to, potential target companies with
which to consummate a business combination transaction. We have not and will not
generate any operating revenues until after completion of our initial business
combination. We generate non-operating income in the form of interest income on
funds held in our trust account after our initial public offering. There has
been no significant change in our financial or trading position and no material
adverse change has occurred since the
Liquidity and Capital Resources
In early 2021, prior to the completion of our initial public offering, our
liquidity needs were satisfied from the availability of up to
Subsequent to our initial public offering, our working capital needs were
initially satisfied primarily by the approximately
We have incurred and expect to continue to incur significant costs in pursuit of
our financing and acquisition plans. Our management cannot currently determine
whether the remaining
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The net proceeds from (i) the sale of the units in our initial public offering,
after deducting offering expenses of approximately
We intend to use substantially all of the funds held in the trust account that remain after payments to redeeming shareholders, including any amounts representing interest earned on the trust account (which interest shall be net of taxes payable, and excluding potential fees to be payable to the underwriters for advisory services in connection with our initial business combination transaction), to complete our initial business combination. We may withdraw from the trust interest to pay taxes, if any. Our annual income tax obligations depend on the amount of interest and other income earned on the amounts held in the trust account. To the extent that our ordinary shares or debt is used, in whole or in part, as consideration to complete our initial business combination, or if we are acquired as part of our initial business combination, the remaining proceeds held in the trust account (less any amounts paid out to redeeming shareholders) 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 have available
to us proceeds held outside of the trust account (initially, the
We may also 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 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.
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 may, but are not obligated to, loan us additional funds
as may be required. If we complete our initial business combination, we would
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 of the
trust account to repay such loaned amounts but no proceeds from our trust
account would be used for such repayment. Up to
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We may need to raise additional funds (beyond the remaining
We cannot assure you that we will be able to raise additional capital if needed in order to operate our company until our initial business combination, or that we will even be able to successfully consummate such an initial business combination. In the absence of such a business combination, our required liquidation date would be less than 12 months after the date of this Annual Report. Those factors raise substantial doubt about our ability to continue as a "going concern". Please see the explanatory paragraph under the heading "Substantial Doubt about the Company's Ability to Continue as a Going Concern" in the opinion of our independent auditor that appears in Item 15 of this Annual Report.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations
As of
Critical Accounting Estimates
Private Warrant Liability
Please refer to Note 6 - Fair Value Measurements of our financial statements included in Item 15 of this Annual Report for the method and level 3 inputs used for the measurement of the Private Warrant Liability. No sensitivity analysis was provided, as the range of reasonably possible inputs would not have a material impact on our financial statements taken as a whole.
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